|  *              As                filed with the Securities and Exchange Commission on December 21,                2005*  |
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|  **SECURITIES                AND EXCHANGE COMMISSION**                                                                                                                                          |
|  **Washington,                D.C. 20549**                                                                                                                                                      |
|                                                                                                                                                                                            |
|  **FORM                10-K/A**                                                                                                                                                                 |
|  AMENDMENT                NO. 4 TO                                                                                                                                                              |
|  ANNUAL                REPORT PURSUANT TO SECTION 13 OR 15(d)                                                                                                                                   |
|  OF                THE SECURITIES EXCHANGE ACT OF 1934                                                                                                                                          |
|                                                                                                                                                                                            |

|  For                the Fiscal Year Ended December 31, 2004  |  Commission                File No. 001-31852  |
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|                                                         |                                           |

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

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

|  **5555                Business Park South, Suite 200, Bakersfield, California                93309**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
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|  (Address                of Principal Executive Offices)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|  Registrant's                Telephone Number Including Area Code: **(661)                864-0500**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|  Securities                Registered Pursuant to Section 12(b) of the Act:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|  None                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|  Securities                Registered Pursuant to Section 12(g) of the Act:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|  Common                Stock, $0.001 par value                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|  (Title                of Class)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|  Indicate                by check mark whether the registrant (1) has filed all reports required                to                be filed by Section 13 or 15(d) of the Securities Exchange Act of                1934                during the preceding 12 months (or for such shorter period that the                registrant was required to file such reports), and (2) has been subject                to                such requirement for the past 90 days. Yes                [x] No [  ]                                                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|  Indicate                by check mark if disclosure of delinquent filers pursuant to Item                405 of                Regulation S-K (Section 229.405 of this chapter) is not contained                herein,                and will not be contained to the best of the registrant's knowledge,                in                definitive proxy or information statements incorporated by reference                in                Part III of this Form 10-K or any amendment to this Form                10-K.         [x]  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|  Indicate                by check mark whether the registrant is an accelerated filer (as                defined                in Rule 12b-2 of the Act). Yes [x] No [  ]                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|  As                of June 30, 2005, 22,460,302 common shares were issued and outstanding.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|  The                aggregate market value of the common shares of Tri-Valley Corporation                held                by non-affiliates on June 30, 2005, was approximately                $295,930,424.                                                                                                                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|  DOCUMENTS                INCORPORATED BY REFERENCE: None                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |

|  **TABLE                OF CONTENTS**  |
|--------------------------------------------------|
|                                   |

|  **PART                I**    |                                                                                                                  |     |
|-----------------------------------------|---------------------------------------------------------------------------------------------------------------------------------|--------------------|
|  **ITEM                1**    |  **Business**                                                                                                         |  1       |
|                          |  Competition                                                                                                          |  1       |
|                          |  Governmental                Regulation                                                                               |  1       |
|                          |  Environmental                Regulation                                                                              |  2       |
|                          |  Employees                                                                                                            |  3       |
|                          |  Available                Information                                                                                 |  3       |
|  **ITEM                2**    |  **Properties**                                                                                                       |  3       |
|                          |  Oil                and Gas Operations                                                                                |  4       |
|                          |  Mining                Activity                                                                                       |  6       |
|  **ITEM                4**    |  **Submission                of Matters To A Vote Of Security Holders**                                               |  6       |
|                          |                                                                                                                  |     |
|  **PART                II**   |                                                                                                                  |     |
|  **ITEM                5**    |  **Market                Price Of The Registrant's Common Stock And Related Security Holder                Matters**  |  7       |
|                          |  Recent                Sales of Unregistered Securities                                                               |  7       |
|  **ITEM                6**    |  **Selected                Historical Financial Data**                                                                |  8       |
|  **ITEM                7**    |  **Management's                Discussion And Analysis Of Financial Condition**                                       |  8       |
|                          |  Notice                Regarding Forward-Looking Statements                                                           |  8       |
|                          |  Overview                                                                                                             |  8       |
|                          |  Restatements                                                                                                         |  9       |
|                          |  Critical                Accounting Policies                                                                          |  9       |
|                          |  Results                of Operations                                                                                 |  12      |
|                          |  Financial                Condition                                                                                   |  14      |
|  **ITEM                8**    |  **Financial                Statements**                                                                              |  17      |
|  **ITEM                9A**   |  **Controls                and Procedures**                                                                           |  50      |
|                          |  Evaluation                of Disclosure Controls                                                                     |  50      |
|                          |  Management                Report on Internal Control                                                                 |  50      |
|                          |  Report                of Independent Registered Public Accounting Firm                                               |  51      |
|                          |                                                                                                                  |     |
|  **PART                III**  |                                                                                                                  |     |
|  **ITEM                10**   |  **Directors                and Executive Officers of the Registrant**                                                |  53      |
|  **ITEM                11**   |  **Executive                Compensation**                                                                            |  56      |
|                          |  Employment                Agreement with Our President                                                               |  56      |
|                          |  Compensation                Committee Report                                                                         |  56      |
|                          |  Aggregated                2003 Option Exercises and Year-End Values                                                  |  57      |
|                          |  Compensation                of Directors                                                                             |  57      |
|                          |  Performance                Graph                                                                                     |  58      |
|  **ITEM                12**   |  **Security                Ownership of Certain Beneficial Owners and                Management**                     |  58      |
|  **ITEM                14**   |  **Principal                Accountant Fees and Services**                                                            |  59      |
|  **ITEM                15**   |  **Exhibits                and Financial Statement Schedules**                                                        |  59      |
|                          |                                                                                                                  |     |
|  **SIGNATURES**               |  60                                                                                                                   |
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|  **PART                I**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
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|  **ITEM                1 Business**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|  Tri-Valley                Corporation, a Delaware corporation formed in 1971, is in the business                of                exploring, acquiring and developing prospective and producing petroleum,                industrial minerals and precious metals properties and interests                therein.                Substantially all of our oil and gas reserves are located in northern                California. In 2004, Tri-Valley had three wholly owned subsidiaries:                Tri-Valley Oil & Gas Company, Select Resources Corporation Inc., and                Tri-Valley Power Corporation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|  Tri-Valley                Oil & Gas Company ("TVOG") operates the oil & gas activities. TVOG                derives the majority of its revenue from oil and gas drilling and                development. TVOG primarily generates its own exploration prospects                from                its internal database, and also screens prospects from other geologists                and companies. TVOG generates these geological "plays" within a certain                geographic area of mutual interest. The prospect is then presented                to                potential co-ventures. The company deals with both accredited individual                investors and energy industry companies. TVOG is the operator of                these                co-ventures.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|  We                sell substantially all of our oil and gas production to ConocoPhillips.                Other gatherers of oil and gas production operate within our area                of                operations in California, and we are confident that if ConocoPhillips                ceased purchasing our production we could find another purchaser                on                similar terms with no adverse consequences to our income or                operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|  In                1987, we acquired precious metals claims on Alaska state lands. We                have                conducted exploration operations on these properties and have reduced                our                original claims to a block of approximately 28,720 acres (44.9 square                miles). We have conducted trenching, core drilling, bulk sampling                and                assaying activities to date and have reason to believe that mineralization                exists to justify additional exploration activities. However, to                date, we                have not identified probable mineral reserves on these properties.                There                is no assurance that a commercially viable mineral deposit exists                on any                of these above-mentioned mineral properties. Further exploration                is                required before a final evaluation as to the economic and legal                feasibility can be determined.                                                                                                                                                                                                                                                                                                                                                    |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|  In                December 2004, we created Select Resources Corporation as a wholly                owned                subsidiary. In 2004, Select Resources engaged in limited activities                associated with its organization. We expect to transfer our existing                gold                mining properties located near Richardson, Alaska, to this new subsidiary.                In addition, the new subsidiary will endeavor to acquire and develop                new                precious metals and other industrial mineral properties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
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|  Tri-Valley                Power Corporation is the third wholly owned subsidiary. However,                this                subsidiary is inactive at the present time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
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|  **Competition**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|  The                oil and gas industry is highly competitive in all its phases. Competition                is particularly intense with respect to the acquisition of desirable                producing properties, the acquisition of oil and gas prospects suitable                for enhanced production efforts, and the hiring of experienced personnel.                Our competitors in oil and gas acquisition, development, and production                include the major oil companies in addition to numerous independent                oil                and gas companies, individual proprietors and drilling programs.                Many of                these competitors possess and employ financial and personnel resources                substantially greater than those which are available to us and may                be able                to pay more for desirable producing properties and prospects and                to                define, evaluate, bid for, and purchase a greater number of producing                properties and prospects than we can. Our financial or personnel                resources                to generate reserves in the future will be dependent on our ability                to                select and acquire suitable producing properties and prospects in                competition with these companies.  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|  **Governmental                Regulation**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
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|  Domestic                exploration for the production and sale of oil and gas is extensively                regulated at both the federal and state levels. Legislation affecting                the                oil and gas industry is under constant review for amendment or expansion,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|  frequently                increasing the regulatory burden. Also, numerous departments and                agencies,                both federal and state, are                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
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|  1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
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|  authorized                by statute to issue, and have issued, rules and regulations affecting                the                oil and gas industry which often are difficult and costly to comply                with                and which carry substantial penalties for noncompliance. State statutes                and regulations require permits for drilling operations, drilling                bonds,                and reports concerning operations. Most states in which we will operate                also have statutes and regulations governing conservation matters,                including the unitization or pooling of properties and the establishment                of maximum rates of production from wells. Many state statutes and                regulations may limit the rate at which oil and gas could otherwise                be                produced from acquired properties. Some states                have also enacted statutes prescribing ceiling prices for natural                gas sold                within their states. Our operations are also subject to numerous                laws and                regulations governing plugging and abandonment, the discharge of                materials                into the environment or otherwise relating to environmental protection.                The heavy regulatory burden on the oil and gas industry increases                its                costs of doing business and consequently affects its profitability.                We                cannot be sure that a change in such laws, rules, regulations, or                interpretations, will not harm our financial condition or operating                results.  |
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|  **Environmental                Regulation**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
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|  Mining                Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
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|  Mining                activities in the United States are subject to federal and state                laws and                regulations covering mining safety and environmental quality. However,                because we do not have active mining operations at present, these                regulations have little impact on our current activities. In 2004,                2003                and 2002, the regulatory requirements had no significant effect on                our                precious metals activity as we continued our exploration                efforts.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
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|  Should                we seek to develop our precious metals claims, development efforts                would                require compliance with mining laws and regulations. State and federal                laws impose minimum safety standards to protect workers in the                construction and development of mines and conduct of mining operations.                Mining activities are subject to environmental regulation of the                output of                mines, particularly in the storage and disposal of waste from mining                operations. Environmental regulations restrict the storage, use and                disposal of both the materials used in mining operations and the                waste                contained in mineral ore, all of which contain toxic materials that                would                damage the surrounding land and ground water if not carefully                handled.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
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|  In                addition, federal and state regulations call for reclamation of land                which                has been altered by mining activities. These regulations may require                significant expenditures to clean up a mining site during and after                mining.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
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|  Before                we could begin actual mining operations on our claims, we would have                to                develop a feasibility study which would, among other things, address                the                potential costs of labor, safety and environmental regulation on                any                proposed mining activity.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
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|  Energy                Operations                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
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|  Our                energy operations are subject to risks of fire, explosions, blow-outs,                pipe failure, abnormally pressured formations and environmental hazards,                such as oil spills, natural gas leaks, ruptures or discharges of                toxic                gases, the occurrence of any of which could result in substantial                losses                due to injury or loss of life, severe damage to or destruction of                property, natural resources and equipment, pollution or other                environmental damage, clean-up responsibilities, regulatory investigation                and penalties and suspension of operations. In accordance with customary                industry practice, we maintain insurance against these kinds of risks,                but                we cannot be sure that our level of insurance will cover all losses                in the                event of a drilling or production catastrophe. Insurance is not available                for all operational risks, such as risks that we will drill a dry                hole,                fail in an attempt to complete a well or have problems maintaining                production from existing wells.                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
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|  Oil                and gas activities can result in liability under federal, state,                and local                environmental regulations for activities involving, among other things,                water pollution and hazardous waste transport, storage, and disposal.                Such                liability can attach not only to the operator of record of the well,                but                also to other parties that may be deemed to be current or prior operators                or owners of the wells or the equipment involved. Numerous governmental                agencies issue rules and regulations to implement and enforce such                laws,                which are often difficult and costly to comply with and which carry                substantial administrative, civil and criminal penalties and in some                cases                injunctive relief for failure to comply. Some laws, rules and regulations                relating to the protection of the environment may, in certain                circumstances, impose "strict liability" for environmental contamination.                These laws render a person or company liable for environmental                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
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|  and                natural resource damages, cleanup costs and, in the case of oil spills                in                certain states, consequential damages without regard to negligence                or                fault. Other laws, rules and regulations may require the rate of                oil and                gas production to be below the economically optimal rate or may even                prohibit exploration or production activities in environmentally                sensitive                areas. In addition, state laws often require some form of remedial                action,                such as closure of inactive pits and plugging of abandoned wells,                to                prevent pollution from former or suspended operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
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|  The                federal Comprehensive Environmental Response, Compensation and Liability                Act, or CERCLA, also known as the "Superfund" law, imposes liability,                without regard to fault, on certain classes of persons with respect                to the                release of a "hazardous substance" into the environment. These persons                include the current or prior owner or operator of the disposal site                or                sites where the release occurred and companies that transported,                disposed                or arranged for the transport or disposal of the hazardous substances                found at the site. Persons who are or were responsible for releases                of                hazardous substances under CERCLA may be subject to joint and several                liability for the costs of cleaning up the hazardous substances that                have                been released into the environment and for damages to natural resources,                and it is not uncommon for the federal or state government to pursue                such                claims. It is also not uncommon for neighboring landowners and other                third                parties to file claims for personal injury or property or natural                resource                damages allegedly caused by the hazardous substances released into                the                environment. Under CERCLA, certain oil and gas materials and products                are,                by definition, excluded from the term "hazardous substances." At                least two                federal courts have held that certain wastes associated with the                production of crude oil may be classified as hazardous substances                under                CERCLA. Similarly, under the federal Resource, Conservation and Recovery                Act, or RCRA, which governs the generation, treatment, storage and                disposal of "solid wastes" and "hazardous wastes," certain oil and                gas                materials and wastes are exempt from the definition of "hazardous                wastes."                This exemption continues to be subject to judicial interpretation                and                increasingly stringent state interpretation. During the normal course                of                operations on properties in which we have an interest, exempt and                non-exempt wastes, including hazardous wastes, that are subject to                RCRA                and comparable state statutes and implementing regulations are generated                or have been generated in the past. The federal Environmental Protection                Agency and various state agencies continue to promulgate regulations                that                limit the disposal and permitting options for certain hazardous and                non-hazardous wastes.   |
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|  Compliance                with environmental requirements, including financial assurance                requirements and the costs associated with the cleanup of any spill,                could                have a material adverse effect on our capital expenditures or earnings.                These laws and regulations have not had a material affect on our                capital                expenditures or earnings to date. Nevertheless, changes in environmental                laws have the potential to adversely affect operations. At this time,                we                have no plans to make any material capital expenditures for environmental                control facilities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
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|  **Employees**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
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|  We                had a total of five full-time employees, one part-time bookkeeper,                and                three consultants on December 31, 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
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|  **Available                Information**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
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|  We                file annual and quarterly reports, proxy statements and other information                with the Securities and Exchange Commission using SEC's EDGAR system.                The                SEC maintains a site on the Internet at http://www.sec.gov that contains                reports, proxy and information statements and other information regarding                us and other registrants that file reports electronically with the                SEC.                You may read and copy any materials that we file with the SEC at                its                Public Reference Room at 450 5th Street, N.W., Washington, D.C. 20549.                Our                common stock is listed on the American Stock Exchange, under the                symbol                TIV. Please call the SEC at 1-800-SEC-0330 for further information                about                their public reference rooms. Our website is located at                http://www.tri-valleycorp.com.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
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|  We                furnish our shareholders with a copy of our annual report on Form                10-K,                which contains audited financial statements, and such other reports                as we,                from time to time, deem appropriate or as may be required by law.                We use                the calendar year as our fiscal year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
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|  **ITEM                2 Properties**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
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|  Our                headquarters and administrative offices are located at 5555 Business                Park                South, Suite 200, Bakersfield, California 93309. We lease approximately                4,500 square feet of office space at that location. Our principal                properties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
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|  3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
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|  consist                of proven and unproven oil and gas properties, mining claims on unproven                precious metals properties, maps and geologic records related to                prospective oil and gas and unproven precious metal properties, office                and                other equipment. TVOG has a worldwide geologic library with data                on every                continent except Antarctica including over 700 leads and prospects                in                California, our                present area of emphasis.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
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|  **Oil                and Gas Operations**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
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|  The                oil and gas properties in which we                hold interests are primarily located in the area of central California                known as the Sacramento Valley. We                also lease                exploration acreage in the San Joaquin and Santa Maria Valleys.                Tri-Valley                contracts for the drilling of all wells and do not own any drilling                equipment, bulk storage facilities, or refineries. Tri-Valley do                own a                small segment of pipeline at Tracy, California.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
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|  Tri-Valley                has retained the services of Cecil Engineering, an independent engineer                qualified to estimate our                net share of proved developed oil and gas reserves on all of                our oil and gas properties at December 31, 2004 for SEC filing.                We                do not include any undeveloped reserves in these reserve                studies.                Only proved developed reserves are listed                in our reserve report. Price is a material factor in our                stated reserves,                because higher prices permit relatively higher-cost reserves to be                produced economically. Higher prices generally permit longer recovery,                hence larger reserves at higher values. Conversely, lower prices                generally                limit recovery to lower-cost reserves, hence smaller reserves. The                process                of estimating oil and gas reserve quantities is inherently imprecise.                Ascribing monetary values to those reserves, therefore, yields imprecise                estimated data at best.  |
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|  Our                estimated future net recoverable oil and gas reserves from proved                developed properties as of December 31, 2004, December 31, 2003 and                December 31, 2002 were as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
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|                               |  BBL         |  MCF     |
|----------------------------------------------|------------------------|--------------------|
|                               |         |     |     |     |
|  December                31, 2004  |  Condensate  |  162     |  Natural                Gas  |  742,401  |
|  December                31, 2003  |  Condensate  |  162     |  Natural                Gas  |  1,251,548  |
|  December                31, 2002  |  Condensate  |  150     |  Natural                Gas  |  1,492,245  |
|                               |         |     |     |     |

|  Using                year-end oil and gas prices and current levels of lease operating                expenses, the estimated present value of the future net revenue to                be                derived from our                proved developed oil and gas reserves, discounted at 10%, was $1,958,238                at December 31, 2004, $2,270,632 at December 31, 2003, and $2,224,270                at                December 31, 2002. At December 31, 2004, we had no significant proved                undeveloped reserves. The unaudited supplemental information attached                to                the consolidated financial statements provides more information on                oil and                gas reserves and estimated values.  |
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|  The                following table sets forth the net quantities of natural gas and                crude oil                that                we produced                during:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |

|                               |  Year                Ended                                   |  Year                Ended                             |  Year                Ended                             |
|----------------------------------------------|------------------------------------------------------------------------|------------------------------------------------------------------|------------------------------------------------------------------|
|                               |  December                31,                                 |  December                31,                           |  December                31,                           |
|                               |       2004      |      2003      |      2002      |
|                               |                                                         |                                                   |                                                   |
|  Natural                Gas (MCF)  |  126,942                            |  162,314                      |  232,578                      |
|  Crude                Oil (BBL)    |  22                                 |  25                           |  29                           |
|                               |                                                         |                                                   |                                                   |

|  The                following table sets forth                our                average sales price and average production (lifting) cost per unit                of oil                and gas produced                during:  |
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|  4                                                                                                                                                                                                                                |
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|                         |  Year                Ended December 31,  |
|---------------------------------------------|----------------------------------------------------|
|                              |  2004                                    |  2003  |  2002  |
|                              |                                     |     |     |     |     |     |
|                              |  Gas                (Mcf)                |  Oil*  |  Gas                (Mcf)  |  Oil*  |  Gas                (Mcf)  |  Oil*  |
|  Sales                Price       |  $5.66                                   |  $40.60                  |  $5.07  |  $29.46  |  $3.07  |  $19.13  |
|                              |                                     |     |     |     |     |     |
|  Production                Costs  |  $1.14                                   |  0  |  $0.78  |  0  |  $0.98  |  0  |
|                              |                                     |     |     |     |     |     |
|  Net                Profit        |  $4.52                                   |  $40.60                  |  $4.29  |  $29.46  |  $2.09  |  $19.13  |
|                              |                                     |     |     |     |     |     |
|                              |                                     |     |     |     |     |     |

|  *       |  The                only oil produced in each year was condensate (oil related to natural                gas                that must be separated to produce the gas). The cost of separation                is                included in our gas production costs, and we do not separately determine                the cost of producing oil condensate. Condensate forms an insignificant                amount of our production revenue and costs  |
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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                       |

|  As                of December 31, 2004 we                had the following gross and net position in wells and developed                acreage:  |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                               |

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

|  (1)     |  "Gross"                wells represent the total number of producing wells in which we                have a working interest. "Net" wells represent the number of gross                producing wells multiplied by the percentages of the working interests                which                we own. "Net wells" recognizes only those wells in which we                hold an earned working interest. Working interests earned at payout                have                not been included.  |
|--------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|  (2)     |  "Gross"                acres represent the total acres in which we                have a working interest; "net" acres represent the aggregate of the                working interests which                we own in the gross acres.                                                                                                                                                                                                                                                                   |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |

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

|                        |  Year                Ended    |  Year                Ended    |  Year                Ended    |
|---------------------------------------|-----------------------------------------|-----------------------------------------|-----------------------------------------|
|                        |  December                31,  |  December                31,  |  December                31,  |
|                        |  2004                         |  2003*                        |  2002                         |
|                        |                          |                          |                          |
|  Exploratory                |                          |                          |                          |
|  Producing                  |  -0-                          |  -0-                          |  -0-                          |
|  Recompleting               |                          |                          |  1                            |
|  Dry                        |  1                            |  2                            |  2                            |
|  Total                      |  1                            |  2                            |  3                            |
|                        |                          |                          |                          |
|  Development                |                          |                          |                          |
|  Producing                  |  -0-                          |  -0-                          |  -0-                          |
|  Dry                        |  -0-                          |  -0-                          |  -0-                          |
|  Total                      |  -0-                          |  -0-                          |  -0-                          |

|  *       |  We                drilled three wells in 2003, which were still being evaluated at                December                31, 2003. In 2004 we determined to abandon two of those wells as                dry                holes. We have attempted to complete the third well drilled in 2003,                and                as of August 15, 2005, were still evaluating whether that well can                be                successfully completed as a commercial well and whether additional                work is                necessary.  |
|--------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |

|  The                following table sets forth information regarding undeveloped oil                and gas                acreage in which we                had an interest on December 31, 2004:  |
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|  5                                                                                                                                                                                                   |
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|  State       |               |  Gross                Acres  |               |  Net                Acres  |
|------------------------|--------------------|----------------------------------------|--------------------|--------------------------------------|
|  California  |     |  34,879                      |     |  29,971                    |
|  Nevada      |     |  21,737                      |     |  21,737                    |

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

|  Expires                in 2005  |  7,151                acres  |
|--------------------------------------------|----------------------------------------|
|  Expires                in 2006  |  4,260                acres  |
|  Expires                in 2007  |  160                acres    |
|                             |                         |

|  **Mining                Activity**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|  The                precious metals properties are located in interior Alaska. They are                comprised of 626 40-acre claims and 15 160-acre claims, of which                104                claims are leased from others, all are located solely on State owned                lands                requiring annual assessment work, and an annual per claim fee. All                fees                are current. During 2004, the Company staked 12 new 40-acre claims                and 5                new 160-acre claims for a total of 1,280 additional acres.                                                                                                                                                                                                                                                                                                                                                                        |
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|  The                mining claim block covers about 44.9 square miles or 28,720 acres                of land,                all of which is owned by the State of Alaska. The claims lie within                T-5-6-7 S, R 5-6-7-8 E, Fairbanks Meridian, immediately north of                the                Richardson Highway, an all-weather paved highway that connects Fairbanks,                Alaska, with points south and east. Fairbanks is approximately 65                miles                northwest of Richardson, and Delta Junction, also on the highway,                is about                30 miles to the southeast. The Trans Alaska Pipeline corridor is                near the                northeastern edge of the claim block and the service road along the                pipeline provides access to the claims from the north. Numerous good                to                fair dirt roads traverse the claims.  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|  The                following table sets forth the information regarding the acreage                position                we have under lease in Alaska as of December 31, 2004:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |

|  State   |     |  Gross                Acres  |     |  Net                Acres  |
|--------------------|--------------------|----------------------------------------|--------------------|--------------------------------------|
|  Alaska  |     |  28,720                      |     |  27,926                    |
|     |     |                         |     |                       |

|  Mineral                properties claimed on open                state land require minimum annual assessment work of $100 worth per                State                of Alaska claim. Expenditures on the Richardson, Alaska acreage have                already carried forward annual assessment requirements more than                four                years on all its claims. We have no Federal claims.                                                                                                                                                                                                                                                                                                                 |
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|  We                have had a joint scientific research agreement with TsNIGRI, the                Central                Research Institute of Geological Prospecting for Base and Precious                Metals,                based in Moscow, Russia since 1991. The proprietary technology they                use                for evaluating large areas of covered sub-arctic terrain has been                impressive and encouraging to our efforts. Minute amounts of gold                have                been found in samples at 60 locations along a 20-mile swath** **and                over 1,000 samples have been assayed by Bondar-Clegg, a respected                assay                house.   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|  We                intend to continue our exploration efforts for precious metals on                our                claim block in Richardson, Alaska. With the help of TsNIGRI, we have                explored and evaluated this property during the summer months, due                to the                constraints of the weather in the winter months. This work will consist                of                field activity which includes drilling core holes, mapping and other                geological work.                                                                                                                                                                                                      |
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|  **ITEM                4 Submission of Matters To A Vote Of Security                Holders**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
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|  We                held our annual meeting on October 25, 2004. At the meeting, the                shareholders re-elected all of the six directors who were recommended                by                the board.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|  The                shareholder votes were as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
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|  6                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |

|     Measure                #1 - Election of Directors  |
|---------------------------------------------------------------------------------|
|                                                                  |

|                                |  **FOR**     |  **AGAINST**  |  **ABSTAIN**  |
|-----------------------------------------------|------------------------|-------------------------|-------------------------|
|  F.                Lynn Blystone    |  19,344,013  |  37,630       |          |
|  Milton                J. Carlson   |  19,344,088  |  37,555       |          |
|  C.                Chase Hoffman    |  19,344,088  |  37,555       |          |
|  Dennis                P. Lockhart  |  19,342,588  |  39,055       |          |
|  Loren                J. Miller     |  19,344,088  |  37,555       |          |
|  Harold                J. Noyes     |  19,344,088  |  37,555       |          |
|                                |

|  **PART                II**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|  **ITEM                5 Market Price Of The Registrant's Common Stock And Related Security                Holder Matters**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|  On                October 29, 2003, shares of Tri-Valley Corporation stock began trading                on                the American Stock Exchange under the symbol "TIV". Prior to that,                shares                had been traded over-the-counter on the Electronic Bulletin Board                under                the symbol "TRIL." The following table shows the high and low sales                prices                reported on AMEX for the year ended December 31, 2004 as well as                for the                period from 10/29/03 to 12/31/03, and the high and low bid and asked                prices of Tri-Valley stock for the quarterly periods indicated as                reported                by the OTC Stock Journal:  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |

|     |                            |  Sales                Prices  |  Closing                Prices  |
|--------------------|-------------------------------------------|-----------------------------------------|-------------------------------------------|
|     |                            |  High                         |  Low                            |  High  |  Low  |
|  2004    |                            |                          |                            |     |
|     |  Fourth                Quarter  |  $12.98                       |  $4.40                          |  $12.23  |  $4.46  |
|     |  Third                Quarter   |  $4.70                        |  $3.73                          |  $4.70  |  $3.89  |
|     |  Second                Quarter  |  $4.94                        |  $3.90                          |  $4.91  |  $3.98  |
|     |  First                Quarter   |  $5.40                        |  $4.30                          |  $5.40  |  $4.36  |
|     |                            |                          |                            |     |     |

|     |                            |  Bid                Prices  |  Asked                Prices  |
|--------------------|-------------------------------------------|---------------------------------------|-----------------------------------------|
|     |                            |  High                       |  Low                          |  High  |  Low  |
|  2003    |                            |                        |                          |     |
|     |  Fourth                Quarter  |  $6.20                      |  $3.44                        |  $6.75  |  $3.35  |
|     |  Third                Quarter   |  $3.74                      |  $2.90                        |  $3.93  |  $2.95  |
|     |  Second                Quarter  |  $3.79                      |  $1.21                        |  $4.20  |  $1.21  |
|     |  First                Quarter   |  $1.60                      |  $1.25                        |  $1.67  |  $1.21  |
|     |                            |                        |                          |     |     |

|  As                of December 31, 2004, we estimate that our common stock was held                by                approximately 4,500 shareholders in 40 states and at least 4 foreign                countries.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|  We                historically have paid no dividends and at this time do not plan                to pay                any dividends in the immediate future. Rather, we strive to add share                value through discovery success. In 2004 trading volume exceeded                8.2                million shares.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|  **Recent                Sales of Unregistered Securities**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|  The                Company issued 41,000 shares of common stock without registration                under                the Securities Act of 1933. One former employee exercised stock options                for 10,000 shares on October 15, 2004 and 11,000 shares on December                14,                2004. The exercise price of the stock options was $0.50 per share,                granted                in 1993 and the options were exercised on two occasions when the                closing                price of our common stock was $4.64 and $7.09 per share. On December                24,                2004, a total of 20,000 shares were awarded to five outside directors                for                services. The closing price of our common stock on December 23, 2004,                was                $9.86 per share. All of these shares issued in privately negotiated                transactions in reliance on the exemption contained in Section 4(2)                of the                Securities Act.  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
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|  7                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
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|  **ITEM                6 Selected Historical Financial Data**  |
|--------------------------------------------------------------------------|
|                                                           |

|                                         |  Year                Ended December 31,                                    |
|--------------------------------------------------------|--------------------------------------------------------------------------------------|
|                                         |  2004                                                                      |  2003  |  2002  |  2001  |  2000  |
|  Income                Statement Data:       |  (restated)                                                                |  (restated)  |     |     |     |
|  Revenues                                    |  $   4,498,670                                              |  $   6,464,245  |  $   6,284,908   |  $   2,130,187   |  $   2,197,369   |
|  Operating                Income (Loss)      |  $(1,171,005)                                                              |  $     456,109  |  $                      769,130  |  $     (117,972)  |  $  (1,360,263)  |
|  Basic                Earnings Per Share     |  $           (.06)  |  $             .02  |  $               .04  |  $              -      |  $          (0.07)  |
|                                         |                                                                       |     |     |     |     |
|  Balance                Sheet Data:          |                                                                       |     |     |     |     |
|  Property                and Equipment, net  |  $   1,778,208                                              |  $   1,543,121  |  $   1,974,501   |  $   2,010,457   |  $   1,357,959   |
|  Total                Assets                 |  $ 14,473,326                                                         |  $   8,341,782  |  $   4,634,874   |  $   3,381,757   |  $   4,053,257   |
|  Long                Term Obligations        |  $          6,799        |  $        16,805  |  $        26,791   |  $          8,371   |  $        12,038   |
|  Stockholder's                Equity         |  $   6,796,903                                              |  $   1,851,783  |  $   1,262,306   |  $      353,776   |  $      391,651   |
|                                         |                                                                       |     |     |     |     |

|  **ITEM                7 Management's Discussion And Analysis Of Financial                Condition**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|  **Notice                Regarding Forward-Looking Statements**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|  This                report contains forward-looking statements. The words, "anticipate,"                "believe," "expect," "plan," "intend," "estimate," "project," "could,"                "may," "foresee," and similar expressions are intended to identify                forward-looking statements. These statements include information                regarding                expected development of the Company's business, lending activities,                relationship with customers, and development in the oil and gas industry.                Should one or more of these risks or uncertainties occur, or should                underlying assumptions prove incorrect, actual results may vary materially                and adversely from those anticipated, believed, estimated or otherwise                indicated.                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|  **Overview**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|  Production                from TVOG's existing reserves continues to decline, while demand                increases. While the trend for demand to outstrip available supplies                is                worldwide as well as national, we believe that it is particularly                acute in                California, our primary venue for exploration and production, which                imports nearly 60% of its oil and nearly 90% of its natural gas demand.                Oil prices tend to be set based on worldwide supplies and prices,                while                natural gas prices seem to be more dependent on local conditions.                We                expect that gas prices will hold steady or possibly increase over                this                year. If, however, prices should fall, for instance due to new regulatory                measures or the discovery of new and easily producible reserves,                our                revenue from oil and gas sales would also fall.  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|  In                2002 we created a limited partnership called the Opus-I. The purpose                of                this partnership is to raise one hundred million dollars by selling                partnership interests. With the funds raised we will drill up to                twenty-six exploratory wells, mostly in California, of which three                are                targeted for Nevada. We begin drilling for the Opus I partnership                as                sufficient funds are invested to drill the next target. For the year                ended                December 31, 2004, we have raised $9,173,550 and spent $6,861,245                on                evaluating previously drilled wells on the Oil Creek, Oil Lake and                Elk                Ridge prospects. We have determined to abandon these wells. Additionally,                in 2004 we drilled one well on the Los Gatos prospect which was a                dry hole                and was abandoned.                      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|  Tri-Valley                continues grading and prioritizing our geologic library, which contains                over 700 California leads and prospects, for exploratory drilling.                We use                our library to decide where we should seek oil and gas leases for                future                exploration. From this library we were able to put together many                of the                prospects currently in Opus-I. Of course, we cannot be sure that                any                future prospect can be obtained at an attractive lease price or that                any                exploration efforts would result in a commercially successful                well.                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|  Tri-Valley                seeks 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. The Company believes our                existing                inventory of projects bears a high enough ratio of potentially successful                to unsuccessful projects to deliver value to our drilling partners                and our                shareholders from successful wells, in excess of the total costs                of all                successful and unsuccessful projects. Our future results will depend                on                our success in finding new reserves and commercial production, and                there                can be no assurance what revenue we can ultimately expect from any                new                discoveries. Tri-Valley Corporation                                                                          |
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|  does                not engage in hedging activities and does not use commodity futures                or                forward contracts for cash management functions.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
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|  **Restatements**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
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|  Management                discovered in 2005 that the stocks issued to the board of directors                were                inadvertently over-priced at the end of 2004 for total of $105,000.                As the                result the Company restated its 2004 financial statement to correct                this                error.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
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|  During                2004, the Company documented and tested its system of internal controls                in                compliance with Sarbanes-Oxley Section 404. From this activity, management                determined its historic accounting procedures, surrounding revenue                and                cost recognition for its sales and performance surrounding turnkey                drilling, were no longer appropriate and required an adjustment for                fiscal                year 2003 and the first two quarters for fiscal 2004. Management                therefore                reported that its financial statements for the year 2003, and for                the                first and second quarters of 2004 should no longer be relied upon                because                of these pending restatements. The restatements decreased net income                approximately $704,000 for the year ended December 31, 2003, increased                net                income by approximately $799,000 for the quarter ended March 31,                2004 and                approximately $1,240,000 for the quarter ended June 30, 2004. The                restatements for the December 31, 2003, 10-K and the quarter ended                March                31, 2004 result from a change in revenue recognition policy. The                restatement for the second quarter ended June 30, 2004 was due to                the                discovery of an expense that had been double charged and has now                been                corrected. Management determined these mismatching and accounting                errors,                which resulted in the restatements, were caused by a significant                deficiency in internal control over financial reporting. In the third                quarter of 2004, management implemented procedures to prevent this                in the                future, *See                Item 9A, Controls and Procedures.*                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|  The                Company receives monies from third parties who participate in drilling                oil                and gas wells and records this as revenue. Previously we recognized                revenue and associated costs when the well was begun, as long as                drilling                was completed by close of books based on accrual accounting. At the                end of                fiscal 2003, we began drilling a turnkey well, which was taken to                total                depth by January 8, 2004. Although we had collected all payment for                the                drilling by December 31, 2003, we had not completely performed the                turnkey                contract to total depth until after December 31, 2003. Because the                collected turnkey revenue was essentially nonrefundable, we had recorded                the entire turnkey revenue and its associated drilling costs before                the                close of books based on accrual accounting rather than the date certain                of                the close of the fiscal year on December 31. Upon review of this                practice,                to remove all doubt, we now believe turnkey revenue and associated                costs                should be recorded when the well is drilled to total target depth                and/or                logged. We have changed our revenue recognition policy to recognize                these                payments as revenue only when drilling is actually completed and                the well                has been logged within the actual dates of the fiscal/calendar year.                This                change caused reported drilling revenue and related costs in 2003                to                decrease and reported revenue and related costs in 2004 to increase.                Additionally, reported revenue for the June 30, 2004 quarter increased                approximately $441,000 due to a double entry of an expense. During                management's review of internal controls the double entry was discovered                and the adjustment resulted in the increase in fiscal 2004                earnings.  |
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|  The                anticipated changes discussed above do not affect the Company's ongoing                cash flows.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
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|  **Critical                Accounting Policies**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
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|  We                prepare Consolidated Financial Statements for inclusion in this Report                in                accordance with accounting principles that are generally accepted                in the                United States ("GAAP"). Note                3                to                our Consolidated Financial Statements (contained in Item 8 of this                Annual                Report) contains a comprehensive discussion of our significant accounting                policies. Critical accounting policies are those that may have a                material                impact on our financial statements and also require management to                exercise                significant judgment due to a high degree of uncertainty at the time                the                estimate is made. Our senior management has discussed the development                and                selection of our accounting policies, related accounting estimates                and                disclosures with the Audit Committee of our Board of                Directors.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
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|  Successful                Efforts Method Of Accounting                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
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|  The                Company utilizes the successful efforts method of accounting for                oil and                gas activities as opposed to the alternate acceptable full cost method.                In                general, the Company believes that, during periods of active exploration,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
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|  net                assets and net income are more conservatively measured under the                successful efforts method of accounting for oil and gas producing                activities than under the full cost method. The critical difference                between the successful efforts method of accounting and the full                cost                method of accounting is as follows: Under the successful efforts                method,                exploratory dry holes and geological and geophysical exploration                costs are                charged against earnings during the periods in which they occur;                whereas,                under the full cost method of accounting, such costs and expenses                are                capitalized as assets, pooled with the costs of successful wells                and                charged against the earnings of future periods as a component of                depletion                expense.   |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|  Use                of Estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|  Preparation                of our Consolidated Financial Statements under GAAP requires management                to                make estimates and assumptions that affect reported assets, liabilities,                revenues, expenses, and some narrative disclosures. The estimates                that are                most critical to our Consolidated Financial Statements involve oil                and gas                reserves, recoverability and impairment of reserves, and useful lives                of                assets.                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|  *Oil                and Gas Reserve Estimates.*Estimates                of our proved reserves included in this Report are prepared in accordance                with GAAP and SEC guidelines and were based on evaluations audited                by                independent petroleum engineers with respect to our major properties.                The                accuracy of a reserve report estimate is a function of:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |

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

|  Because                these estimates depend on many assumptions, all of which may substantially                differ from future actual results, reserve estimates will be different                from the quantities of oil and gas that are ultimately recovered.                In                addition, results of drilling, testing and production after the date                of an                estimate may justify material revisions to the estimate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
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|  In                2004 and 2004, our proved, developed gas reserve estimates were revised                downward by a total of approximately 490 million cubic feet. These                downward revisions were the result of reducing the potential future                recoverable reserves from a single well. Production data indicated                that                the initial reserve estimates would not be achievable, so reserve                estimates were reduced accordingly.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
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|  It                should not be assumed that the present value of future net cash flows                included in this Report as of December 31, 2004 is the current market                value of our estimated proved reserves. In accordance with SEC                requirements, we have based the estimated present value of future                net cash                flows from proved reserves on prices and costs on the date of the                estimate. Actual future prices and cost may be materially higher                or lower                than the prices and costs as of the date of the estimate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
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|  Estimates                of proved reserves materially impact depletion expense. If the estimates                of proved reserves decline, the rate at which we record depletion                expense                will increase, reducing future net income. Such a decline may result                from                lower market prices, which may make it uneconomic to drill for and                produce                higher cost fields. In addition, a decline in proved reserve estimates                may                impact the outcome of our assessment of its oil and gas producing                properties for impairment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
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|  *Impairment                of Proved Oil and Gas Properties.*                We                review our long-lived proved properties, consisting of oil and gas                reserves, at least annually and record impairments to those properties,                whenever management determines that events or circumstances indicate                that                the recorded carrying value of the properties may not be recoverable.                Proved oil and gas properties are reviewed for impairment by depletable                field pool, which is the lowest level at which depletion of proved                properties are calculated. Management assesses whether or not an                impairment provision is necessary based upon its outlook of future                commodity prices and net cash flows that may be generated by the                properties. We determine that a property is impaired when prices                being                paid for oil or gas make it no longer profitable to drill on, or                to                continue production on, that property. Price increases over that                past                three years have reduced the instances where impairment of reserves                appeared to be required, though we did record impairment expense                of                $112,395 in 2004 as a result of reducing potential future recoverable                reserves from a single well.   |
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|  Additional                production data indicated the initial reserve estimates would not                be                achievable, so we reduced reserves accordingly. If petroleum prices,                particularly natural gas prices, in Northern California, begin to                fall in                the future, more of our proved developed reserves could become impaired,                which would reduce our estimates of future revenue, our proved reserve                estimates and our profitability.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
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|  *Asset                Retirement Obligations.*We                adopted SFAS No. 143, "Accounting for Asset Retirement Obligations"                effective January 1, 2003. Under this guidance, management is required                to                make judgments based on historical experience and future expectations                regarding the future abandonment cost of its oil and gas properties                and                equipment as well as an estimate of thin e discount rate to be used                in                order to bring the estimated future cost to a present value. The                discount                rate is based on the risk free interest rate which is adjusted for                our                credit worthiness. The adjusted risk free rate is then applied to                the                estimated abandonment costs to arrive at the obligation existing                at the                end of the period under review. We review our estimate of the future                obligation quarterly and accrue the estimated obligation based on                the                above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
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|  Other                Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
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|  In                addition to those significant accounting policies described in Note                3 to                our Consolidated Financial Statements, we have adopted the following                accounting policies which may require the use of estimates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
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|  *Deferred                Tax Asset Valuation Allowances.*                We                maintain a valuation allowance against our deferred tax assets, which                result from net operating losses and statutory depletion carryforwards                from prior years. We continually assess whether it is more likely                than not                that deferred tax assets can be realized prior to their expiration,                but we                currently have a valuation allowance of 100% of the value of the                deferred                tax assets. *See                Note 8 to our Consolidated Financial Statements.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
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|  *Commitments                and contingencies.*                We                make judgments and estimates regarding possible liabilities for litigation                and environmental remediation. We have no ongoing litigation. We                routinely                have clean-up and maintenance obligations in connection with oil                and gas                drilling and production activities, but we have never had a material                environmental liability or claim.*See Note 12 to our Consolidated Financial Statements.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
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|  *Goodwill*.                We evaluate goodwill at least annually in December. At December 31,                2004,                goodwill, which consists of purchased assets of our subsidiary, TVOG,                constituted less than 2% of our total assets. *See                Note 3 - Goodwill - of our Consolidated Financial                Statements.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
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|  Petroleum                Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
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|  The                Company generally sells a percentage of production at the monthly                spot                price. In times when we expect the price of gas to weaken, we try                to                increase the amount we sell under fixed prices. When we expect the                price                of gas to rise, we seek to sell more gas in the spot market. In 2004,                2003                and 2002, we sold our gas 100% on the spot market. Because we expect                gas                prices to rise, we intend to sell 100% of our production on the spot                market in 2005. Thus, a drop in the price of gas in 2005 could possibly                have a more adverse impact on us than if we entered into some fixed                price                contracts for sale of future production.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
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|  Our                proved hydrocarbon reserves were valued using a standardized measure                of                discounted future net cash flows of $1,958,238 at December 31, 2004,                compared to $2,270,632 and $2,224,270 on December 31, 2003 and 2002,                respectively, after taking into account a 10% discount rate and also                taking into consideration the effect of income tax. This reduction                was due                primarily to the declines in production rates from our existing wells,                which have not been supplemented with new discoveries. Estimates                such as                these are subject to numerous uncertainties inherent in the estimation                of                quantities of proved reserves. Because of unpredictable variances                in                expenses and capital forecasts, crude oil and natural gas price changes,                largely influenced and controlled by U.S. and foreign government                actions,                and the fact that the basis for such estimates vary significantly,                management believes the usefulness of these projections is limited.                Estimates of future net cash flows presented do not represent management's                assessment of future profitability or future cash flows to the Company.                This value does not appear on the balance sheet because accounting                rules                require discovered reserves to be carried on the balance sheet at                the cost                of obtaining them rather than the actual future net revenue from                producing                them. Tri-Valley typically has no discovery cost to put on the balance                sheet as explained below.   |
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|  Tri-Valley                sold working interests in its test wells on prospects to the Opus-1                drilling partnership. The sales price of the interest is intended                to pay                for all drilling and testing costs on the property. Tri-Valley retains                a                minority "carried" ownership interest in the well and does not pay                its                proportionate share of drilling and testing costs for the first well                drilled on each prospect. However, the Company does pay its proportionate                cost of any subsequent well drilled on each prospect. Under these                arrangements, we usually minimize the Company's cost to drill and                also                receive a minority interest from the reserves we discover. On the                other                hand, we occasionally incur extra expenses for drilling or development                that we choose, in our discretion, not to pass on to other venture                participants.                  |
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|  In                2003 we drilled the Oil Creek, Oil Lake and Elk Ridge Prospects.                After                thorough review it was determined the prospects would not be commercially                successful and will be abandoned. In 2004 we drilled the Los Gatos                prospect which was a dry hole and was abandoned.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
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|  We                fraced the deep Ekho well and redrilled a horizontal test of the                Sunrise-Mayel #2 in the first quarter of 2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
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|  Mining                Activity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
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|  The                price of gold has fluctuated between $374 and $438 per ounce rekindling                interest of investors to support junior exploration ventures. Accordingly,                management implemented its plan to establish a wholly owned subsidiary                to                handle all mining business for eventual spin off to Tri-Valley                shareholders.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
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|  The                Company began the buyout of royalty and carried working interest                burdens                on its Richardson, Alaska gold exploration project in order to transfer                the property into our new subsidiary, Select Resources Corporation,                free                of royalty burdens. Tri-Valley Corporation expects to record substantial                non cash losses as a result of issuing stock for these interests                which are                non producing at this time and cannot be booked as assets equal to                the                value of the stock paid. The Company believes the ultimate return                it can                realize on the property unburdened by royalty and carried interests                will                handily exceed the upfront costs of the buyout.                                                                                                                                                                                                                     |
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|  Select                Resources Corporation is initially staffed by F. Lynn Blystone, Chairman                and CEO, Dr. Harold J. Noyes, President, Dr. Henry J. "Rick" Sandri,                Executive Vice President, Thomas J. Cunningham, Chief Financial Officer,                Dr. Odin Christensen, consulting geologist and technical team leader,                Dr.                Craig Beagle, consulting geophysicist, Dr. Jeffrey Jaecks, consulting                geochemist and Sandra Perry, consulting remote sensing                specialist.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
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|  In                December 2004, Select Resources acquired another gold/copper property                in                Alaska, the 5,000 acre Shorty Creek Prospect near Livengood some                70 miles                north of Fairbanks on the Dalton Highway pipeline haul road. Select                has                recently completed staking another 5,300 acres of claims adjoining                and                speculated to be on trend with mapped mineralization of the initial                claim                block acquisition. There are no proven reserves at this time. Select                plans                extensive prospecting on Shorty Creek and drilling on one or more                targets                on Richardson in this 2005 season. Tri-Valley advanced to Select                $500,000                for geological and geophysical mapping and drilling.                                                                                                                                                                               |
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|  Select's                most ambitious initial effort has been the establishment and operation                of                the Alpha Minerals and Chemicals LLC joint venture to mine, process                and                sell high chemical grade-high whitener calcium carbonate from the                Monarch                Mine in eastern Kern County, California. Select is in the process                of                refining a business plan and establishing operations in 2005. Select                is                the operator of the 50-50 joint venture with Trans Western Materials,                a                privately held Nevada LLC that owns the mineral leases. Select's                business                objective is to establish a positive cash flow to help support its                exploration activities. Select's parent, Tri-Valley Corporation has                committed $2.5 million to establish the joint venture with Trans                Western                Materials contributing its leases and business relationships.  |
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|  **Results                of Operations**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
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|  The                Company lost $1,171,005 in 2004 compared to profits of $456,109 in                2003                and $769,130 in 2002. Total revenue was $1,965,575 lower in 2004                than in                2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
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|  Revenues                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
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|  In                2004, 2003 and 2002, our largest source of revenue has been oil and                gas                drilling and development. We record revenue received by us from joint                ventures for drilling and development when we complete drilling wells                that                have been sold to venture partners, including the Opus-I drilling                partnership sponsored by Tri-Valley. In 2004, our revenue from drilling                and development fell to about $3.56 million, compared to $5.44 million                in                2003 and $5.42 million in 2002. In 2004 we recorded drilling and                development revenues from drilling only one well, compared to revenues                recorded from drilling three wells in 2003 and drilling two wells                and                recompleting one well in 2002. We expect that our 2005 from drilling                activity and consequent income will equal or exceed 2004. However,                we do                not develop annual drilling budgets but drill according to availability                of                funds and equipment to drill prospects that we consider attractive.                                                                                                                                                                                                                                                                                                                                                                                                                         |
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|  Our                drilling activities are also affected by factors beyond our control,                such                as availability of drilling equipment and delays in the regulatory                permitting process to drill new wells. In 2004, unavailability of                drilling                equipment caused us to drill fewer wells than we had originally expected                to drill that year. We expect to drill more wells as a smaller cost                per                well in 2005, but unavailability of drilling equipment continues                to create                delays in beginning project s in northern California and may curtail                our                drilling activity for the rest of 2005 below the level that we otherwise                could comfortably manage and afford.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
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|  Our                natural gas production continued to decline in 2004, with total gas                production down 22% from 2003 and 45% from 2002 levels. However,                because                of continuing natural gas price increases our revenues from sales                of oil                and gas remained relatively stable, declining only 11% from 2003                and                rising 6% from 2002 revenues. We have not added significant producing                reserves for the past two years, and in addition to normal declines                in                production over time, two wells that produced in 2003 have been shut                in                since early 2004 and remain shut in as of the date of this amended                report.                We are considering whether these two wells can be reworked to restart                production in commercial quantities. In the first half of 2005 production                continued to decline by another 22% from production in the first                half of                2004, and we expect that gas production for 2004 will continue to                be below                2004 levels and that total revenues realized from that production                will                also be lower for 2005 than 2004, despite the continuing rise in                gas                prices. If gas prices were to once again fall, our revenues would,                of                course, fall even further. We cannot predict what our total production                of                oil and gas will be in 2005.  |
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|  We                also derive a small amount of revenue from interest income received                on                cash from equity investments and cash advanced from joint venture                partners. Interest income rose by 33% in 2004 over 2003 as we increased                the amount of cash held pending investment in oil and gas and other                projects. Interest income has continued to rise in the first half                of 2005                and will likely be higher in 2005 than 2004, though it may fall as                we                expend funds on drilling projects. Interest income is, however, a                relatively insignificant part of our total revenues (about 1% in                2004).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
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|  Because                of our reduced drilling activity in 2004, our drilling and development                costs also fell. Our 2004 drilling and development costs fell 45%                from                2003 and 39% from 2002 expenditures. As with drilling and development                revenue, against which these drilling and development costs are incurred,                we expect that drilling and development costs will remain about the                same                in 2005 as 2004 or increase slightly, but our expenditures for these                activities are subject to the same uncertainties as described above                for                drilling and development revenue.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
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|  Likewise,                oil and gas lease expense fell as our production activity fell in                2004,                mainly due to having two shut in wells for much of 2004, for which                we                incurred fewer operating costs. We expect that oil and gas producing                activities in 2005 will remain below 2004 as these wells continue                to be                shut in and, in the first half of 2005, we brought no new wells into                production. Likewise, depreciation, depletion and amortization expense                fell in 2004 compared to 2003 and 2002 due to lower production levels,                but                this is a minor component of our current operating costs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
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|  We                evaluate our oil and gas properties regularly for possible impairment.                In                2004, we wrote down our proved reserves by $112,395 as a result of                reducing the potential future recoverable reserves from a single                well,                based on our analysis of production data from that well. We recorded                no                impairment expense in 2003 and had a $45,143                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
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|  13                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
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|  write-down                for impairment in 2002. Due to the unpredictable nature of exploration                drilling activities, the amount and timing of impairment expenses                are                difficult to predict with any certainty                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
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|  Our                lower costs of drilling and development and oil and gas production                in 2004                were counterbalanced by rises in mining exploration costs and general                and                administrative expenses. We recorded just over $1 million for mining                exploration in 2004, a rise of more than 180% from 2003 and 500%                from                2002, because we recorded $804,000 in costs of issuance of our common                stock to repurchase royalty interests that we had previously sold                in our                Richardson, Alaska gold claims. We repurchased these interests in                order to                make the claims more attractive for outside investors to either acquire                the claims or to invest jointly with us in their development. During                2005,                we are seeking outside investments to develop these claims, and in                the                first half of 2005 we recorded an additional $2.01 million in expense                from                issuance of restricted common stock issued to reacquire more royalty                interests in the Richardson property. We expect that we may continue                to                incur costs to reacquire additional royalty interests as well as                other                precious metals interests in Alaska during 2005, but we do not have                a                budgeted or projected amount for these acquisitions.                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|  General                and administrative expenses rose by about $730,000 (53%) in 2004                over                2003, to about $2.10 million, compared to about $1.37 million in                2003 and                $1.32 million in 2002. The increase resulted from small increases                in                several administrative areas, but chiefly were caused by increased                legal                costs associated with payment of a judgment and other costs of a                lawsuit                in 2004 (approximately $186,000), increased payroll and consulting                costs                for consultants and directors' fees (up $160,000) and more than $100,000                in direct costs associated with the acquisition of our industrial                minerals                interests late in the year. Travel and investor relation expense                rose over                $107,000 in 2004 over 2003. Insurance costs rose by about $48,000                and                insurance costs rose by nearly $34,000, both of which costs we attribute                to increased costs of compliance with the Sarbanes-Oxley Act and                attendant                increases in directors' officers' insurance. The costs associated                with the                judgment were a one-time expense. General and administrative expenses                can                be expected to continue to rise in 2005 because of costs associated                with                the start-up of Select Resources and beginning industrial mineral                production, which we have not incurred in prior years. These costs                include                increased payroll, equipment acquisition and direct expenses to be                incurred in mining, plus continued increases in accounting costs                associated with compliance with the Sarbanes-Oxley Act.  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|  **Financial                Condition**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|  Balance                Sheet                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
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|  At                December 31, 2004 we had $11,812,920 in cash compared to $6,006,975                for                December 31, 2003. This represents, for the most part, cash invested                by                the Opus I partners for the drilling of oil and gas wells in that                limited                partnership. Property and equipment is $235,087 more for the current                period compared to last year because of increased leasehold interest                acquired. Deposits decreased $171,698 in 2004 compared to 2003 due                to the                settlement of a lawsuit and the payment of the award, which was secured                by                a bond.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
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|  Commitments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
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|  Generally,                our financial commitments arise from selling interests in our drilling                prospects to third parties, which results in an obligation to drill                and                develop the prospect. If we are unable to sell sufficient interests                in a                prospect to fund its drilling and development, we must either amend                our                agreements to drill the prospect, locate a substitute prospect acceptable                to the participants or refund the participants' funds.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
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|  The                Company sponsored Opus I, a private placement drilling program intended                to                raise up to one hundred million dollars to drill and complete 26                prospects. We turnkey the drilling portion and the completion portion                is                based on costs incurred. In a turnkey program we guarantee to drill                a                well(s) for a certain amount. If the drilling amount is greater than                the                turnkey costs the Company would lose money on that well, if the cost                is                less than the turnkey costs the Company would make a profit on that                well.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|  Delay                rentals for oil and gas leases amounted to $159,188 in 2004. Advance                royalty payments and gold mining claims maintenance fees were $205,555                for                the same period. We expect that approximately equal delay rentals                and fees                will be paid in 2005 from operating revenues.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
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|  14                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
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|  The                following schedule summarizes our known contractual cash obligations                at                December 31, 2004, and the effect such obligations are expected to                have on                our liquidity and cash flow in future periods. At December 31, 2004,                our                only long term obligation consisted of a small outstanding loan incurred                for automobile loans.  |
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|                            |  Total                Obligations  |  2005    |  2006-2007  |  2008-2009  |  Beyond  |
|-------------------------------------------|----------------------------------------------|--------------------|-----------------------|-----------------------|--------------------|
|  Long-term                debt  |  $16,784                           |  $9,985  |  $6799      |        |     |
|                            |                               |     |        |        |     |

|  Operating                Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
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|  Net                cash provided by operating activities was $1,023,187 for the year-end                December 31, 2004, compared to $3,548,941 for the same period in                2003.                Our                operating loss of $1.17 million included non-cash charges of $916,000,                including $112,000 for impairment of oil and gas property and $804,000                for                stock issued to acquire royalty interests in our Richardson, Alaska,                gold                claim. *See,                MD&A - Mining Activity, page 12*.                In addition, our accounts payable increased by $552,064 because at                year                end we had ongoing drilling and reworking projects which caused a                temporary rise in payables. Accounts payable remained at their year                end                levels during the first quarter of 2005 and decreased during the                second                quarter as we completed and paid for the drilling and reworking projects                on hand. We pay our bills as they come due and expect to continue                to do so                in the future. Rises in accounts payable such as occurred at 2004                year end                are temporary and are nearly always attributable to then-current                drilling                and development activity.                                               |
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|  Advances                from joint venture participants are funds received from partners                in the                Opus I drilling partnership and other, similar ventures. These funds                rose                at the end of 2004 by $1,196,430 over year end 2003 as we held funds                received from participants for investment in future drilling. Advances                from joint venture participants have continued to rise in 2005 but                are                expected to decrease as we apply those funds to drilling and development                activities. We cannot predict with any certainty the timing of receipt                of                funds from joint venture participants for future activities. These                advances do not contribute to operating income when received but                are held                until expended for drilling and development and then recorded as                drilling                and development revenue.                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
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|  Investing                Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|  Cash                used by investing activities in 2004 was $519,181 compared to cash                provided of $402,164 for the same period in 2003. We used $$369,181                for                capital expenditures, including $112,000 for oil and gas prospect                acquisitions and $257,181 to purchase equipment for our new Tri-Western                mining joint venture. We used $150,000 in 2004 for investment in                start-up                costs on Tri-Western. We did not realize any proceeds from sales                of oil                and gas leases to joint ventures in 2004, compared to sales of $401,164                to                joint ventures in 2003. Through the first six months of 2005 we greatly                increased our investing activities, spending $2.964 million to purchase                an                oil and gas subsidiary with prospective oil and gas properties and                investing about $4 million in our Tri-Western joint venture. We expect                that the Tri-Western venture will begin to produce revenue in the                third                quarter of 2005, but we may need to invest more cash in property                and                equipment for Tri-Western in the second half of 2005 to meet new                demands                for products by customers after that project starts to yield products                and                revenue.  |
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|  Financing                Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
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|  Cash                provided by financing activities was $5,301,939 for the period ending                December 31, 2004 compared to $119,576 for the same period in 2003.                The                financing activities consisted of sales of restricted common stock                in                private transactions and the exercise of stock options by directors.                The                proceeds of the stock sales are expected to be used for property                acquisitions and working capital. The trend of increased equity                investments in our restricted common stock continued in the first                half of                2005. We do not have a target amount for raising additional equity                in 2005                and cannot predict what our total stock sales may be. Any additional                proceeds from equity sales will be added to working capital.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
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|  Liquidity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
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|  The                recoverability of the our oil and gas reserves depends on future                events,                including obtaining adequate financing for our exploration and development                program, successfully completing our planned drilling program, and                achieving                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
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|  15                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
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|  a                level of operating revenues that is sufficient to support our cost                structure. At various times in our history, it has been necessary                for us                to raise additional capital through private placements of equity                financing. When such a need has arisen, we have met it successfully.                It is                management's belief that we will continue to be able to meet our                needs for                additional capital as such needs arise in the future. We may need                additional capital to pay for our share of costs relating to the                drilling                prospects and development of those that are successful, and to acquire                additional oil and gas leases. The total amount of our capital needs                will                be determined in part by the number of prospects generated within                our                exploration program and by the working interest that we retain in                those                prospects.                                                                                                         |
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|  During                2005, we expect to expend approximately $2.5 million on drilling                activities. In the first half of 2005, we spent approximately $1.2                million                of this amount. Funds for these activities will be provided by sales                of                partnership interests in the Opus-I drilling partnership. At June                30,                2005, we had more than enough funds on hand from prior sales of limited                partnership units to fund the balance of our drilling activities                for 2005.                We have not yet planned our proposed prospect drilling and development                activities for 2006. Our ability to complete our planned drilling                activities in 2005 depends on some factors beyond our control, such                as the                availability of drilling rigs and equipment, which continue to be                in short                supply in northern California.                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|  In                2005, we expect expenditures of approximately $3.8 million on mining                activities, including mining lease and exploration expenses, in connection                with beginning operation of the Monarch Mine in California. We had                spent                approximately $2.8 million on mining lease and exploration expense                in the                first half of the year and expect approximately another $1 million                in                expenses in the remainder of the year, after production at the Monarch                Mine begins, to improve our production capacity. The source of these                funds                has been sales of restricted stock in late 2004 and the first half                of                2005. We believe that proceeds from our prior stock sales are more                than                sufficient to fund our remaining mining activities as well as our                operating capital needs for the balance of 2005. We expect that revenue                from mining operations will begin to offset mine operating expenses                beginning in the third quarter of 2005.  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|  Should                we choose to make an acquisition of producing oil and gas properties,                such                an acquisition would likely require that some portion of the purchase                price be paid in cash, and thus would create the need for additional                capital. Additional capital could be obtained from a combination                of                funding sources. The potential funding sources include:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
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|  **-**   |  Cash                flow from operating activities,                                                                                                                                                       |
|--------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  **-**   |  Borrowings                from financial institutions,                                                                                                                                                    |
|  **-**   |  Debt                offerings, which could increase our leverage and add to our need                for cash                to service such debt,                                                         |
|  **-**   |  Additional                offerings of our equity securities, which would cause dilution of                our                common stock,                                                               |
|  **-**   |  Sales                of portions of our working interest in the prospects within our                exploration program, which would reduce future revenues from its                exploration program,  |
|  **-**   |  Sale                to an industry partner of a participation in our exploration                program,                                                                                                  |
|  **-**   |  Sale                of all or a portion of our producing oil and gas properties, which                would                reduce future revenues.                                                        |
|     |                                                                                                                                                                                                       |

|  Our                ability to raise additional capital will depend on the results of                our                operations and the status of various capital and industry markets                at the                time such additional capital is sought. Accordingly, there can be                no                assurances that capital will be available to us from any source or                that,                if available, it will be on terms acceptable to us.  |
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|  16                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
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|  **ITEM                8: FINANCIAL STATEMENTS**  |
|-------------------------------------------------------------|
|                                              |
|  **TRI-VALLEY                CORPORATION**        |
|  INDEX                                            |
|                                              |
|                                              |

|                                                                                |  Page(s)  |
|-----------------------------------------------------------------------------------------------|---------------------|
|                                                                                |      |
|  Report                of Independent Auditor                                       |  18       |
|                                                                                |      |
|  Consolidated                Balance Sheets at December 31, 2004 and 2003           |  19       |
|                                                                                |      |
|  Consolidated                Statements of Operations for the Years Ended           |      |
|  December                31, 2004, 2003 and 2002                                    |  21       |
|                                                                                |      |
|  Consolidated                Statements of Changes in Shareholders' Equity for the  |      |
|  Years                Ended December 31, 2004, 2003 and 2002                        |  22       |
|                                                                                |      |
|  Consolidated                Statements of Cash Flows for the Years Ended           |      |
|  December                31, 2004, 2003 and 2002                                    |  23       |
|                                                                                |      |
|  Notes                to Consolidated Financial Statements                          |  25       |
|                                                                                |      |
|  Supplemental                Information about Oil and Gas Producing                |      |
|  Activities                (Unaudited)                                              |  43       |
|                                                                                |      |
|                                                                                |      |

|     |
|--------------------|
|  17      |
|     |
|     |

|  **REPORT                OF INDEPENDENT REGISTERED**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
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|  **PUBLIC                ACCOUNTING FIRM**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|  The                Board of Directors                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|  Tri-Valley                Corporation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|  Bakersfield,                California                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
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|  We                have audited the accompanying consolidated balance sheets of Tri-Valley                Corporation (the "Company") as of December 31, 2004 and 2003 and                the                related consolidated statements of operations, changes in shareholders'                equity and cash flows for each of the three years in the period ended                December 31, 2004. These financial statements are the responsibility                of                the Company's management. Our responsibility is to express an opinion                on                these financial statements based on our audits.                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|  We                conducted our audits in accordance with auditing standards of the                Public                Company Accounting Oversight Board (United States). 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, 2004 and 2003, and the results                of                their operations and their cash flows for each of the three years                in the                period ended December 31, 2004, in conformity with accounting principles                generally accepted in the United States of America.                                                                                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|  As                discussed in Note 2 to the financial statements, certain errors resulting                in overstatement of previously reported general and administrative                expense                for the year ended December 31, 2004 and overstatement of previously                reported drilling and development revenue and the related costs for                the                year ended December 31, 2003, were discovered by management of the                Company                during the current year. Accordingly, the 2004 and 2003 financial                statements have been restated to correct the error.                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|  We                also have audited, in accordance with the standards of the Public                Company                Accounting Oversight Board (United States), the effectiveness of                Tri-Valley Corporation's internal control over financial reporting                as of                December 31, 2004, based on criteria established in *Internal                Control-Integrated Framework*                issued by the Committee of Sponsoring Organizations of the Treadway                Commission (COSO), and our report dated March 29, 2005 expressed                an                unqualified opinion on management's assessment of internal control                over                financial reporting and an adverse opinion on the effectiveness of                internal control over financial reporting.                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|  ** **                                                                               **BROWN                ARMSTRONG PAULDEN**                                                                                                                                                                                                                                                                                                                                               |
|                                                                                  McCOWN                STARBUCK & KEETER                                                                                                                                                                                                                                                                                                                                                  |
|                                                                                  ACCOUNTANCY                CORPORATION                                                                                                                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|  Bakersfield,                California                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|  March                29, 2005, except for Note 13  whose                date is December 21, 2005                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
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|  18                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |

|  **TRI-VALLEY                CORPORATION**       |
|------------------------------------------------------------|
|  **CONSOLIDATED                BALANCE SHEETS**  |

|                                                                                                                       |  December                31,                                                                                               |
|----------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                       |  2004                                                                                                                      |  2003  |
|  **ASSETS**                                                                                                      |  (restated)                                                                                                                |  (restated)  |
|  Current                assets                                                                                   |                                                                                                                       |     |
|     Cash                                                                                          |  $          11,812,920                                                   |  $  6,006,975  |
|     Accounts                receivable, trade                                                     |        192,008                                                                               |         163,825  |
|     Advance                receivable                                                             |  150,000                                                                                                                   |  -         |
|     Prepaid                expenses                                                               |                     96,056  |           12,029  |
|                                                                                                                       |                                                                                                                                 |   |
|         Total                current assets                                   |              12,250,984                                        |      6,182,829  |
|                                                                                                                       |                                                                                                                                 |   |
|  Property                and equipment, net                                                                      |                                                                                                                                 |   |
|     Proved                properties                                                              |    131,382                                                                                                       |         148,482  |
|     Unproved                properties                                                            |      1,381,667                                                                                         |      1,251,953  |
|     Other                property and equipment                                                   |                   265,159             |         142,686  |
|                                                                                                                       |                                                                                                                                 |   |
|         Total                property and equipment, net (Note 1 and Note 2)  |               1,778,208                                   |      1,543,121  |
|                                                                                                                       |                                                                                                                                 |   |
|  Other                assets                                                                                     |                                                                                                                                 |   |
|     Deposits                                                                                      |        200,407                                                                               |         372,105  |
|     Investments                in partnerships (Note 1)                                           |                17,400                                |           17,400  |
|     Goodwill                                                                                      |              212,414                                           |         212,414  |
|     Other                                                                                         |                13,913                                |           13,913  |
|                                                                                                             |                                                                                                                                 |   |
|         Total                other assets                                     |              444,134                                           |         615,832  |
|                                                                                                             |                                                                                                                       |     |
|  **           Total                assets**               |  **$     14,473,326**                                                                             |  **$  8,341,782**  |
|                                                                                                                       |                                                                                                                                 |   |

|                                                                                                       |
|----------------------------------------------------------------------------------------------------------------------|
|  The                accompanying notes are an integral part of these financial                statements.  |
|                                                                                                       |
|  19                                                                                                        |
|                                                                                                       |
|                                                                                                       |

|  **TRI-VALLEY                CORPORATION**       |
|------------------------------------------------------------|
|  **CONSOLIDATED                BALANCE SHEETS**  |
|                                             |

|  **LIABILITIES                AND STOCKHOLDER'S EQUITY**                                                                    |                                                                                                                                              |
|---------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                  |  December                31,                       |
|                                                                                                                                  |      2004                                                                                       |     2003     |
|                                                                                                                                  |  (restated)                                                                                                                             |  (restated)  |
|  Current                liabilities                                                                                         |                                                                                                                                              |   |
|     Notes                payable                                                                             |  $            9,985                                                    |  $         9,985   |
|     Income                taxes payable                                                                      |                  -                  |           39,000   |
|     Accounts                payable and accrued expenses                                                     |       1,237,848                                                                                           |         685,784   |
|     Amounts                payable to joint venture participants                                             |          100,115                                                                           |           91,275   |
|     Advances                from joint venture participants, net                                             |       6,321,676                                                                                           |      5,647,150   |
|                                                                                                                                  |                                                                                                                                              |   |
|       Total                current liabilities                                                     |       7,669,624                                                                                           |      6,473,194   |
|                                                                                                                                  |                                                                                                                                              |   |
|  Non-Current                Liabilities                                                                                     |                                                                                                                                              |   |
|     Deferred                tax Liability                                                                    |                                                                                                                                    |     |
|     Long-term                portion of notes payable                                                        |              6,799                                                     |           16,805   |
|                                                                                                                                  |                                                                                                                                              |   |
|        Total                non-current liabilities                                           |                    -      |           16,805   |
|                                                                                                                        |                                                                                                                                    |     |
|  Total                liabilities                                                                                           |      7,676,423                                                                                                 |      6,489,999   |
|                                                                                                                                  |                                                                                                                                              |   |
|  Stockholder's                equity                                                                                        |                                                                                                                                              |   |
|     Common                stock, $.001 par value; 100,000,000 shares                                         |                                                                                                                                              |   |
|       authorized;                21,836,052 and 20,097,627 issued and                              |                                                                                                                                              |   |
|       outstanding                at December 31, 2004, and 2003                                    |            21,836                                                                |           20,115   |
|     Less:                common stock in treasury, at cost,                                                  |                                                                                                                                              |   |
|       100,025                shares at December 31, 2004 and 2003.                                 |      (13,370)                                                                                                       |        (13,370)  |
|     Subscription                receivable                                                                   |                 (750)                                        |  -  |
|     Capital                in excess of par value                                                            |      15,125,607                                                                                                |      9,010,453   |
|     Accumulated                deficit                                                                       |       (8,336,420)                                                                                              |     (7,165,415)  |
|                                                                                                                                  |                                                                                                                                              |   |
|        Total                stockholder's equity                                              |        6,796,903                                                                                     |      1,851,783   |
|                                                                                                                        |                                                                                                                                    |     |
|  **          Total                liabilities and stockholder's equity**  |  **$  14,473,326**** **                                                                                                  |  **$  8,341,782 **  |
|                                                                                                                                  |                                                                                                                                              |   |
|                                                                                                                        |
|                                                                                                                        |
|                                                                                                                        |
|  The                accompanying notes are an integral part of these financial                statements.                   |
|                                                                                                                        |
|                                                                                                                        |
|  20                                                                                                                         |
|                                                                                                                        |
|  **TRI-VALLEY                CORPORATION**                                                                                  |
|  **CONSOLIDATED                STATEMENTS OF OPERATIONS**                                                                   |
|                                                                                                                        |
|                                                                                                                                  |  __For                the Years Ended December 31,_                                                                                     |
|                                                                                                                                  |  ___2004___                                                                                                                             |  ___2003___  |  ___2002___  |
|                                                                                                                                  |  (restated)                                                                                                                             |  (restated)  |   |
|  Revenues                                                                                                                   |                                                                                                                                              |   |   |
|     Sale                of oil and gas                                                                       |  $     799,474                                                                                            |  $     901,739   |  $      752,971   |
|     Royalty                income                                                                            |  674                                                                                                                               |                529   |                 351   |
|     Partnership                income                                                                        |  30,000                                                                                                                            |           30,000   |            18,299   |
|     Gain                on sale of property                                                                  |                                                                                                                                    |                -       |                 -       |
|     Interest                income                                                                           |  45,990                                                                                                                            |           34,479   |            19,534   |
|     Drilling                and development                                                                  |  3,559,500                                                                                                                         |      5,440,780   |       5,421,782   |
|     Other                income                                                                              |           63,032                                                                      |           56,718   |            71,971   |
|                                                                                                                        |                                                                                                                                              |   |   |
|       Total                revenues                                                                |      4,498,670                                                                                                 |      6,464,245   |       6,284,908   |
|                                                                                                                        |                                                                                                                                              |   |   |
|  Costs                and expenses                                                                                          |                                                                                                                                              |     |   |
|     Mining                exploration costs                                                                  |  1,029,898                                                                                                                         |         366,039   |          169,111   |
|     Oil                and gas leases                                                                        |  144,101                                                                                                                           |         183,362   |          224,320   |
|     Drilling                and development costs                                                            |  2,224,793                                                                                                                         |      4,014,889   |       3,648,089   |
|     General                and administrative                                                                |  2,103,457                                                                                                                         |      1,373,058   |       1,316,893   |
|     Interest                                                                                                 |  33,332                                                                                                                            |  2,572   |  1,838  |
|     Depreciation,                depletion and amortization                                                  |  21,699                                                                                                                            |           29,216   |            34,384   |
|     Well                write-off                                                                            |                                                                                                                                    |                -       |                 -       |
|     Impairment                of acquisition costs                                                           |        112,395                                                                                       |                -       |            45,143   |
|                                                                                                                        |                                                                                                                                              |     |     |
|       Total                costs and expenses                                                      |     5,669,675                                                                                                       |      5,969,136   |       5,439,778   |
|                                                                                                                        |                                                                                                                                              |     |     |
|  Net                income (loss) before income taxes                                                                       |  (1,171,005)                                                                                                                            |         495,109   |          845,130   |
|                                                                                                                        |                                                                                                                                              |     |     |
|  Tax                provision                                                                                               |               -                               |           39,000   |            76,000   |
|                                                                                                                        |                                                                                                                                              |     |     |
|  **Net                income (loss)**                                                                                       |  **$ (1,171,005)**                                                                                                                 |  **$     456,109**** **  |  **$      769,130**** **  |
|                                                                                                                        |                                                                                                                                              |     |     |
|  Basic                and diluted earnings (loss) per common share                                                          |                                                                                                                                              |   |   |
|    and                common equivalent share                                                                     |  $          (0.06)                                                                    |  $            0.02   |  $            0.04   |
|                                                                                                                        |                                                                                                                                              |     |     |
|  **Weighted                average number of shares outstanding**                                                           |  **  20,507,342**** **                                                                                                   |  **   19,801,785**** **  |  **   19,702,054**** **  |
|                                                                                                                                  |                                                                                                                                              |   |   |
|                                                                                                                                  |
|                                                                                                                                  |
|  The                accompanying notes are an integral part of these financial                statements.                   |
|                                                                                                                        |
|  21                                                                                                                         |
|                                                                                                                        |
|                                                                                                                        |

|  **TRI-VALLEY                CORPORATION**                           |
|--------------------------------------------------------------------------------|
|  **CONSOLIDATED                STATEMENTS OF STOCKHOLDER'S EQUITY**  |
|                                                                 |

|                                                                               |  Total                                                                                                          |                                                                                                          |                                                                                              |  Capital                in                                                                                            |  Common                                                                                             |                                                                                                                                        |                                                                                                          |                                                                                      |
|------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------|
|                                                                               |  Common                                                                                                         |  Treasury                                                                                           |                                                                                              |  Excess                of                                                                                             |  Stock                                                                                              |  Accumulated                                                                                                                      |  Treasury                                                                                           |  Stockholder's                                                                  |
|                                                                               |  Shares                                                                                                         |  Shares                                                                                             |  Par                Value                                                               |  Par                Value                                                                                             |  Receivable                                                                                         |  Deficit                                                                                                                          |  Stock                                                                                              |  Equity                                                                         |
|                                                                               |                                                                                                                      |                                                                                                          |                                                                                              |                                                                                                                            |                                                                                                          |                                                                                                                                        |                                                                                                          |                                                                                      |
|  Balance                at   December                31, 2002  |    19,726,348                                                                                         |      100,025                                                                    |  $       19,726                                      |    $  8,879,724                                                                              |  $     (2,250)                                                             |    $(7,621,524)                                                                                                         |     $(13,370)                                                                        |     $1,262,306                                              |
|                                                                     |                                                                                                            |                                                                                                |                                                                                    |                                                                                                                  |                                                                                                |                                                                                                                              |                                                                                                |                                                                            |
|  Issuance                of common stock                                 |         371,279                                                              |                  -  |           389                              |       1,442,439                                                                         |                 -   |                      -   |                  -  |       1,442,828                                   |
|  Stock                issuance cost                                      |                    -  |                  -  |                -  |     (1,311,710)                                                                                        |                 -   |                      -   |                  -  |     (1,311,710)                                                  |
|  Common                stock receivable                                  |                    -  |                  -  |                -  |                    -   |         2,250                                               |                      -   |                  -  |             2,250   |
|  Net                income, as restated                                  |                    -  |                  -  |                -  |                    -   |                 -   |           456,109                                                               |                  -  |         456,109                         |
|                                                                     |                                                                                                            |                                                                                                |                                                                                    |                                                                                                                  |                                                                                                |                                                                                                                              |                                                                                                |                                                                            |
|  Balance                at December 31, 2003, as restated                |  20,097,627                                                                                                     |  100,025                                                                                            |  20,115                                                                                 |  9,010,453                                                                                                       |  -                                                                                             |  (7,165,415)                                                                                                                      |  (13,370)                                                                                           |  1,851,783                                                                 |
|                                                                     |                                                                                                            |                                                                                                |                                                                                    |                                                                                                                  |                                                                                                |                                                                                                                              |                                                                                                |                                                                            |
|  Issuance                of common stock                                 |       1,738,425                                                                        |                  -  |           1,721                            |  6,761,354                                                                                                       |                 -   |                      -   |                  -  |     6,763,075                                               |
|  Stock                issuance cost                                      |                    -  |                  -  |                -  |     (646,200)                                                                                          |                 -   |                      -   |                  -  |     (646,200)                                                    |
|  Common                stock receivable                                  |                    -  |                  -  |                -  |                    -   |        (750)                                                          |                      -   |                  -  |             (750)        |
|  Net                loss                                                 |                    -  |                  -  |                -  |                    -   |                 -   |     (1,171,005)                                                                                                    |                  -  |  (1,171,005)                                                                    |
|                                                                     |                                                                                                            |                                                                                                |                                                                                    |                                                                                                                  |                                                                                                |                                                                                                                              |                                                                                                |                                                                            |
|  **Balance                at December 31, 2004,**                        |                                                                                                            |                                                                                                |                                                                                    |                                                                                                                  |                                                                                                |                                                                                                                              |                                                                                                |                                                                            |
|  **As                restated**                                          |  **  21,836,052**                                                                                     |  **    100,025**                                                                |  **$       21,836**                                  |  **$ 15,125,607 **                                                                                          |  **$        (750)**                                         |  **$ (8,336,420)**                                                                                                           |  **$  (13,370)**                                                                          |  ** $ 6,796,903 **                                               |
|                                                                               |                                                                                                                      |                                                                                                          |                                                                                              |                                                                                                                            |                                                                                                          |                                                                                                                                        |                                                                                                          |                                                                                      |

|                                                                                                       |
|----------------------------------------------------------------------------------------------------------------------|
|                                                                                                       |
|  The                accompanying notes are an integral part of these financial                statements.  |
|                                                                                                       |
|  22                                                                                                        |
|                                                          |

|  **TRI-VALLEY                CORPORATION**                 |
|----------------------------------------------------------------------|
|  **CONSOLIDATED                STATEMENTS OF CASH FLOWS**  |
|                                                       |

|                                                                                                          |  For                the Years Ended December 31,                                                                            |
|---------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                          |  2004                                                                                                                       |  2003  |  2002  |
|                                                                                                          |  (restated)                                                                                                                 |  (restated)  |   |
|                                                                                                          |                                                                                                                                  |   |   |
|  CASH                FLOWS FROM OPERATING ACTIVITIES                                                |                                                                                                                        |     |     |
|    Net                income (loss)                                                       |  $ (1,171,005)                                                                                                         |  $   456,108  |  $  769,130  |
|    Adjustments                to reconcile net income (loss) to net cash                  |                                                                                                                                  |     |     |
|      provided                (used) by operating activities:                    |                                                                                                                                  |     |     |
|       Depreciation,                depletion, and amortization             |  21,699                                                                                                                |          29,216   |        34,384  |
|       Impairment,                dry hole and other disposals of property  |  112,395                                                                                                               |                   -   |        45,143  |
|       Land                acquisition costs sold                           |  -                                                                                                                     |                   -   |      122,315  |
|       (Gain)                on sale of property                            |                                                                                                                        |                   -   |                 -  |
|       Non-employee                stock compensation                       |       804,180                                                                                 |                   -   |      119,700  |
|       Impairment,                dry hole and other disposals of property  |                                                                                                                        |     |     |
|         and                equipment                             |                                                                                                                        |                   -   |                  -  |
|    Changes                in operating capital:                                           |                                                                                                                                  |     |     |
|       (Increase)                decrease in accounts receivable            |  (28,183)                                                                                                                   |       (12,207)  |      (44,393)  |
|       Increase                in prepaids                                  |                                                                                                                        |                   -   |                  -  |
|       Increase                in deposits and other assets                 |  87,671                                                                                                                |       (55,400)  |    (212,000)  |
|       Increase                (decrease) in income taxes payable           |  (39,000)                                                                                                                   |       (37,000)  |        76,000   |
|  Increase                (decrease) in accounts payable and accrued expenses                        |  552,064                                                                                                               |       121,544   |      267,239   |
|  Increase                (decrease) in amounts payable to joint venture                             |                                                                                                                                  |     |     |
|        participants                and related parties                |  8,840                                                                                                                 |          16,863   |        14,781   |
|       Increase                (decrease) in advances from joint venture    |                                                                                                                                  |     |     |
|           Participants                                 |       674,526                                                                                 |     3,029,817   |      (37,380)  |
|                                                                                                          |                                                                                                                                  |   |   |
|  Net                Cash Provided by Operating Activities                                           |    1,023,187                                                                                                 |     3,548,941   |   1,154,919   |
|                                                                                                          |                                                                                                                                  |   |   |
|  CASH                FLOWS FROM INVESTING ACTIVITIES                                                |                                                                                                                                  |     |     |
|    Proceeds                from sale of property                                          |  -                                                                                                                     |        402,164   |                  -   |
|    Capital                expenditures                                                    |  (369,181)                                                                                                                  |    -  |    (184,185)  |
|    (Investment                in) advance to joint project                                |  (150,000)                                                                                                                  |  -  |  -   |
|    (Investment                in) distribution from partnerships                          |                   -               |                   -  |        10,000   |
|                                                                                                          |                                                                                                                                  |   |   |
|  Net                Cash Provided (Used) by Investing Activities                                    |      (519,181)                                                                                          |        402,164  |    (174,185)  |
|                                                                                                          |                                                                                                                                  |   |   |
|  CASH                FLOWS FROM FINANCING ACTIVITIES                                                |                                                                                                                                  |   |   |
|    Proceeds                from long-term debt                                            |  -                                                                                                                     |                   -  |        29,686   |
|    Principal                payments on long-term debt                                    |  (10,006)                                                                                                                   |       (13,792)  |        (5,739)  |
|    Net                Proceeds from issuance of common stock                              |  5,310,224                                                                                                             |        133,368  |        19,700   |
|                                                                                                          |                                                                                                                                  |   |   |
|    Sale                of treasury stock                                                  |                     -   |                   -  |                  -   |
|    Stock                issuance costs                                                    |                   -               |                   -  |                  -   |
|                                                                                                          |                                                                                                                                  |   |   |
|  Net                Cash Provided by Financing Activities                                           |     5,301,939                                                                                           |        119,576  |        43,647   |
|                                                                                                          |                                                                                                                                  |   |   |

|                                                                                                       |
|----------------------------------------------------------------------------------------------------------------------|
|                                                                                                       |
|  The                accompanying notes are an integral part of these financial                statements.  |
|                                                                                                       |
|  23                                                                                                        |
|                                                                                                       |

|  **TRI-VALLEY                CORPORATION**                 |
|----------------------------------------------------------------------|
|  **CONSOLIDATED                STATEMENTS OF CASH FLOWS**  |
|                                                       |

|                                                                                                |  For                the Years Ended December 31,                                                           |
|-----------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------|
|                                                                                                |  2004                                                                                                      |  2003  |  2002  |
|                                                                                                |  (restated)                                                                                                |  (restated)  |   |
|                                                                                                |                                                                                                                 |   |   |
|  Net Increase (Decrease) in Cash and Cash Equivalents  |  $  5,805,945                                                                                    |  $  4,070,681  |  $  1,024,381  |
|                                                                                      |                                                                                                                 |     |     |
|  Cash at Beginning of Year                                            |     6,006,975                                                                               |     1,936,294  |      911,913  |
|                                                                                                |                                                                                                                 |   |   |
|  **Cash at End of Year**                                              |  **$11,812,920**                                                                                           |  **$ 6,006,975**  |  **$ 1,936,294**  |
|                                                                                                |                                                                                                                 |   |   |
|                                                                                                |                                                                                                                 |   |   |
|  Interest paid                                                                       |  $       33,332                                                         |  $        2,572  |  $        1,838  |
|                                                                                                |                                                                                                                 |   |   |
|  Income taxes paid                                                              |  $                 -  |  $      40,000  |  $           800  |
|                                                                                                |                                                                                                                 |   |   |

|  **SUPPLEMENTAL NON-CASH ACTIVITIES:**  |
|-------------------------------------------------------------|

|        Services paid with common stocks             |  $       92,200   |  $   23,247                                                         |  $            -  |
|-----------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------|----------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------|
|                                                                                                            |                                                           |                                                                                         |                                                                                   |
|        Stock issued to exchange mining claims  |  $       712,000  |  $             -  |  $            -  |
|                                                                                                            |                                                           |                                                                                         |                                                                                   |

|                                                                                                       |
|----------------------------------------------------------------------------------------------------------------------|
|                                                                                                       |
|                                                                                                       |
|                                                                                                       |
|  The                accompanying notes are an integral part of these financial                statements.  |
|                                                                                                       |
|  24                                                                                                        |
|                                                                                                       |

|  **TRI-VALLEY                CORPORATION**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  **NOTES                TO CONSOLIDATED FINANCIAL STATEMENTS**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|  **December                31, 2004 and 2003 and 2002**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|  **NOTE                1 - GENERAL**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|  History                and Business Activity                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|  Tri-Valley                Corporation ("TVC" or the Company), a Delaware corporation formed                in 1971,                is in the business of exploring, acquiring and developing petroleum                and                precious metals properties and interests therein. Tri-Valley has                three                wholly owned subsidiaries. Tri-Valley Oil & Gas Company ("TVOG")                operates the oil & gas activities, and derives the majority of its                revenue from oil and gas drilling and development. Tri-Valley Power                Corporation and Select Resources are the other two wholly owned                subsidiaries which have minimum activities during 2004.                                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|  The                Company conducts its oil and gas business primarily through Tri-Valley                Oil                & Gas Company. TVOG is engaged in the exploration, acquisition and                production of oil and gas properties. Substantially all of the Company's                oil and gas reserves are located in northern California. In the fiscal                year 1987, the Company added precious metals exploration. At present,                the                precious metals exploration activities are conducted directly by                the                parent, Tri-Valley Corporation. TVC has traditionally sought acquisition                or merger opportunities within and outside of petroleum and mineral                industries.  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|  For                purposes of reporting operating segments, the Company is involved                in three                areas. These are drilling and development, oil and gas production,                and                precious metals.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|  **NOTE                2 - RESTATEMENT**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|  2004                Restatement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|  Management                discovered in 2005 that the stocks issued to the board of directors                were                inadvertently over-priced at the end of 2004 for total of $105,000.                As the                result the Company restated its 2004 financial statement to correct                this                error.                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|  The                following sets forth the significant effects of the aforementioned                restatements to the Company's consolidated financial statements for                the                fiscal year ended December 31, 2004:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |

|                                                          |  As                Previously                                   |                                                              |  As                                                 |   |
|---------------------------------------------------------------|---------------------------------------------------------------------------|-------------------------------------------------------------------|---------------------------------------------------------------|--------|
|                                                          |  Reported                                                       |  Adjustment                                             |  Restated                                           |   |
|                                                          |                                                                      |                                                              |                                                          |   |
|  General                and administrative          |         2,208,457       |         (105,000)    |       2,103,457       |   |
|  **Total                Cost and Expenses**         |  **       5,774,675 **  |  **      (105,000)**      |  **     5,669,675 **  |   |
|  **Net                income (loss)**               |  **       (1,276,005)**      |  **      105,000 **  |  **   (1,171,005)**                  |   |
|  **Capital                in excess of par value**  |  **15,230,607 **                                           |  **(105,000)**                                          |  **15,125,607 **                               |   |
|  **Accumulated                deficit**             |  **      (8,441,420)**            |  **      105,000 **  |  ** (8,336,420)**                              |   |

|  2003                Restatement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  Management                determined that its accounting procedures for revenue and costs related                to                turnkey drilling were no longer appropriate and required an adjustment                for                the fiscal year ended 2003 and the first two quarters for fiscal                2004.                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|  The                restatements for the year ended December 31, 2003 resulted from a                change                in the Company's revenue recognition policy. The Company previously                recognized revenues on turnkey drillings before the close of the                books                because full payment had been collected and the amounts were non                refundable. The Company changed its revenue recognition policy to                book                revenue only when the well is drilled to its target depth and/or                logged.  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|  25                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |

|  **TRI-VALLEY                CORPORATION**                                                                                                                                                                                                             |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  **NOTES                TO CONSOLIDATED FINANCIAL STATEMENTS**                                                                                                                                                                                         |
|  **December                31, 2004 and 2003 and 2002**                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                   |
|  **NOTE                2 - RESTATEMENT (continued)**                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                   |
|  2003                Restatement (continued)                                                                                                                                                                                                           |
|  This                change has caused drilling revenue and the related costs to decrease                during the year ended December 31, 2003 and increase in the first                quarter                of the year ended December 31, 2004.  |
|                                                                                                                                                                                                                                                   |
|  The                restatement for the quarter ended June 30, 2004 relates to the correction                of an expense that was originally double booked. The adjustment has                resulted in an increase of earnings                    |
|                                                                                                                                                                                                                                                   |
|  The                following sets forth the significant effects of the aforementioned                restatements to the Company's consolidated financial statements for                the                fiscal year ended December 31, 2003:       |
|                                                                                                                                                                                                                                                   |

|                                                                      |  As                Previously                                                                          |                                                                                       |  As                                                                                        |                  |
|---------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------|-----------------------|
|                                                                      |  Reported                                                                                              |  Adjustment                                                                      |  Restated                                                                                  |  Reference  |
|                                                                      |                                                                                                             |                                                                                       |                                                                                                 |                  |
|  Sales                of oil and gas prospects                  |   $    6,585,780                                                         |   $ 1,145,000)                                                         |   $  5,440,780                                                         |  [1]        |
|  **Total                Revenues**                              |  **       7,609,245 **                                         |  **    (1,145,000)**                                         |  **     6,464,245 **                                         |                  |
|  Cost                of oil and gas prospects sold              |         4,360,679                                              |        (345,790)                                   |       4,014,889                                              |  [2]        |
|  General                and administrative                      |         1,449,589                                              |          (76,531)                        |       1,373,058                                              |  [3]        |
|  **Total                Cost and Expenses**                     |  **       6,391,463 **                                         |  **      (422,327)**                               |  **     5,969,136 **                                         |                  |
|  **Net                income (loss) before income tax**         |  **       1,217,782 **                                         |  **      (722,673)**                               |  **        495,109 **                         |                  |
|  Tax                provision                                   |              58,000                   |          (19,000)                        |            39,000                   |  [4]        |
|  **Net                Income (Loss)**                           |  **       1,159,782 **                                         |  **      (664,673)**                               |  **        456,109 **                         |                  |
|  Basic                and diluted earnings (loss) per           |                                                                                                             |                                                                                       |                                                                                                 |                  |
|  common                share and common   equivalent  |                 0.06   |              (0.04)  |               0.02   |                  |
|                                                                      |                                                                                                             |                                                                                       |                                                                                                 |                  |
|  Property                and Equipment, Net                     |   $     1,522,333                                                   |   $       20,788                    |   $  1,543,121                                                         |  [5]        |
|  **Total                Assets**                                |  **       8,320,992 **                                         |  **          20,790 **    |  **     8,341,782 **                                         |                  |
|  Income                tax payable                              |              58,000                   |          (19,000)                        |            39,000                   |  [4]        |
|  Accounts                payable & accrued expenses         |            777,729                              |          (91,945)                        |          685,784                              |  [3]        |
|  Advances                from joint venture participants        |         4,811,742                                              |          835,408                    |       5,647,150                                              |  [6]        |
|  **Total                Current Liabilities**                   |  **       5,748,731 **                                         |  **        724,463 **               |  **     6,473,194 **                                         |                  |
|  **Total                liabilities**                           |  **       5,765,536 **                                         |  **        724,463 **               |  **     6,489,999 **                                         |                  |
|  Accumulated                deficit                             |        (6,461,742)                                                       |        (703,673)                                   |   (7,165,415)                                                                         |  [7]        |
|  **Total                Shareholders' Equity**                  |  **       2,555,456 **                                         |  **      (703,673)**                               |  **     1,851,783 **                                         |                  |
|  **Total                Liabilities and Shareholders' Equity**  |  **       8,320,992 **                                         |  **          20,790 **    |  **     8,341,782 **                                         |                  |

|         The                restatements to the financial statements for the year ended December                31,                2003 are due to:  |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                   |

|  1.   |  Recognition                of revenues related to turnkey drilling of $1,145,000 was deferred                to 2004                when oil or gas well was drilled to its target depth and/or                logged.  |
|----------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |                                                                                                                                                                                                                     |

|                                                            |
|---------------------------------------------------------------------------|
|  26                                                             |
|                                                            |
|                                                            |
|  **TRI-VALLEY                CORPORATION**                      |
|  **NOTES                TO CONSOLIDATED FINANCIAL STATEMENTS**  |
|  **December                31, 2004 and 2003 and 2002**         |
|                                                            |
|  **NOTE                2 - RESTATEMENT (continued)**            |
|                                                            |
|  2003                Restatement (continued)                    |

|  2.   |  This                amount of cost of oil and gas prospects was erroneously omitted in                the                previously filed statements of operations, although it was included                in the                total cost.  |
|----------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |                                                                                                                                                                                                                                            |
|  3.        |  Certain                general and administration costs associated with the deferred turnkey                revenue were also deferred to match with the revenue                recognition.                                                   |

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  **NOTE                3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|  This                summary of significant accounting policies of Tri-Valley Corporation                is                presented to assist in understanding the Company's financial statements.                The financial statements and notes are representations of the Company's                management, which is responsible for their integrity and objectivity.                These accounting policies conform to accounting principles generally                accepted in the United States of America and have been consistently                applied in the preparation of the financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|  Principles                of Consolidation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|  The                consolidated financial statements include the accounts of the Company                and                its wholly-owned subsidiaries, Tri-Valley Oil & Gas Co. and Selected                Resources. All material intercompany accounts and transactions have                been                eliminated in consolidation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|  Use                of Estimates in the Preparation of Financial Statements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|  The                preparation of financial statements in conformity with accounting                principles generally accepted in the United States of America requires                management to make estimates and assumptions that affect the reported                amounts of assets, liabilities and disclosures at the date of the                financial statements as well as the reported amounts of revenues                and                expenses during the reporting period. Actual results could differ                from                those estimates.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|  Material                estimates that are particularly susceptible to significant change                relate                to the estimate of Company oil and gas reserves prepared by an independent                engineering consultant. Such estimates are subject to numerous                uncertainties inherent in the estimation of quantities of proved                reserves.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|  Estimated                reserves are used in the calculation of depletion, depreciation and                amortization as well as the Company's assessment of proved oil and                gas                properties for impairment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|  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. The                majority                of these funds are held at Smith Barney.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|  Goodwill                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|  The                consolidated financial statements include the net assets purchased                of                Tri-Valley Corporation's wholly owned oil and gas subsidiary, TVOG.                Net                assets are carried at their fair market value at the acquisition                date. On                January 1, 2002, Tri-Valley Corporation adopted Financial Accounting                Standards Board (FASB) Statement of Financial Accounting Standards                (SFAS)                No. 142, "Goodwill and Other Intangible Assets" (SFAS 142). Under                SFAS                142, goodwill is a non-amortizable asset, and is subject to a periodic                review for impairment. Prior to the implementation of SFAS 142, the                Company had goodwill of $433,853 that was being amortized. The carrying                amount of goodwill is evaluated annually in December of each year.                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. Based on management's evaluation, no impairment                has                been applied to the carrying amount of goodwill for the years ended                December 31, 2002, 2003, and 2004.  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|  27                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |

|  **TRI-VALLEY                CORPORATION**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  **NOTES                TO CONSOLIDATED FINANCIAL STATEMENTS**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|  **December                31, 2004 and 2003 and 2002**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|  **NOTE                3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                (Continued)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|  Advances                from Joint Venture Participants                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|  Advances                received by the Company from joint venture partners for contract                drilling                projects, which are to be spent by the Company on behalf of the joint                venture partners, are classified within operating inflows on the                basis                they do not meet the definition of financing or investing activities.                When                the cash advances are spent, the payable is reduced accordingly.                These                advances do not contribute to the Company's operating profits and                are                accounted or/disclosed as balance sheet entries only i.e. within                cash and                payable to joint venture participants.                                                                                                                                                                                                                                                                                                                                                                                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|  Revenue                Recognition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|  *Sale                of Oil and Gas*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|  Crude                oil and natural gas revenues are recognized as production occurs,                the                title and risk of loss transfers to a third party purchaser, net                of                royalties, discounts, and allowances, as applicable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|  *Sale                of Oil and Gas Prospects*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|  Oil                and gas prospects are developed by the Company for sale to industry                partners and investors. These prospects are usually exploratory,                and                include costs of leasing, acquisition, and other geological and                geophysical costs (hereafter referred to as "GGLA") plus a profit                to the                Company. Prior to 2002, the Company recognized revenue and profit                from                prospect sales when sold, irrespective of drilling commencement                ("spudding").                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|  Starting                2002 the Company changed its prospect offerings by inclusion of estimated                costs of drilling in addition to GGLA costs. This offering is termed                a                "turnkey" exploratory drilling opportunity because investors are                charged                only one certain amount in return for Tri-Valley drilling a well                to the                agreed total depth.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|  Once                the well is spudded, investor money is not refundable. Tri-Valley                recognizes revenue when the well is logged. Amounts charged are included                in an Authority for Expenditure (AFE), which is a budget for each                project                well. Tri-Valley prepares the AFE and bears all risk of well completion                to                total depth. If the well is drilled to total depth for actual costs                less                than the AFE amounts, the Company realizes a profit. Conversely,                if actual                costs exceed the AFE, Tri-Valley realizes a loss.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|  *Drilling                Agreements/Joint Ventures*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|  Tri-Valley                frequently participates in drilling agreements whereby it acts as                operator                of drilling and producing activities. As operator, TVOG is liable                for the                activities of these ventures. In the initial well in a prospect,                the                Company owns a carried interest and/or overriding royalty interest                in such                ventures, earning a working interest upon commencement of drilling.                Costs                of subsequent wells drilled in a prospect are shared by a pro rata                interest.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|  Receivables                from and amounts payable to these related parties (as well as other                related parties) have been segregated in the accompanying financial                statements. For turnkey projects, amounts received for drilling                activities, which have not been spudded are deferred and remain within                the                joint venture liability, in accordance with the Company's revenue                recognition policies. Revenue is recognized upon the completion of                drilling operations and the well is logged. Actual or estimated costs                to                complete the drilling are charged as costs against this                revenue.                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|  Oil                and Gas Property and Equipment (Successful Efforts)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|  The                Company accounts for its oil and gas exploration and development                costs                using 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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|  28                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|  **TRI-VALLEY                CORPORATION**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|  **NOTES                TO CONSOLIDATED FINANCIAL STATEMENTS**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|  **December                31, 2004 and 2003 and 2002**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|  **NOTE                3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                (Continued)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|  Oil                and Gas Property and Equipment (Successful Efforts,                continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|  properties                are expensed when incurred, except those GGLA expenditures incurred                on                behalf of joint venture drilling projects, which the Company defers                until                the GGLA is sold at the completion of project funding and the target                prospect is drilled. Expenditures incurred in drilling exploratory                wells                are accumulated as work in process until the Company determines whether                the well has encountered commercial oil and gas reserves.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|  If                the well has encountered commercial reserves, the accumulated cost                is                transferred to oil and gas properties; otherwise, the accumulated                cost,                net of salvage value, is charged to dry hole expense. If the well                has                encountered commercial reserves but cannot be classified as proved                within                one year after discovery, then the well is considered to be impaired,                and                the capitalized costs (net of any salvage value) of drilling the                well are                charged to expense. In 2004, 2003, and 2002 there was $112,395, $0,                and                $45,143 respectively, charged to expense for impairment of exploratory                well costs. Depletion, depreciation and amortization of oil and gas                producing properties are computed on an aggregate basis using the                units-of-production method based upon estimated proved developed                reserves.                                                                              |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|  At                December 31, 2004 and 2003, the Company carried unproved property                costs of                $1.381 million and $1.252 million, respectively. Generally accepted                accounting principles require periodic evaluation of these costs                on a                project-by-project basis in comparison to their estimated value.                These                evaluations will be affected by the results of exploration activities,                commodity price outlooks, planned future sales or expiration of all                or a                portion of the leases, contracts and permits appurtenant to such                projects.                If the quantity of potential reserves determined by such evaluations                is                not sufficient to fully recover the cost invested in each project,                the                Company will recognize non cash charges in the earnings of future                periods.                                                                                                                                                              |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|  Capitalized                costs relating to proved properties are depleted using the                unit-of-production method based on proved reserves. Costs of significant                non-producing properties, wells in the process of being drilled and                development projects are excluded from depletion until such time                as the                related project is completed and proved reserves are established                or, if                unsuccessful, impairment is determined.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|  Upon                the sale of oil and gas reserves in place, costs less accumulated                amortization of such property are removed from the accounts and resulting                gain or loss on sale is reflected in operations. Impairment of                non-producing leasehold costs and undeveloped mineral and royalty                interests are assessed periodically on a property-by-property basis,                and                any impairment in value is currently charged to expense.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|  In                addition, we assess the capitalized costs of unproved properties                periodically to determine whether their value has been impaired below                the                capitalized costs. We recognize a loss to the extent that such impairment                is indicated. In making these assessments, we consider factors such                as                exploratory drilling results, future drilling plans, and lease expiration                terms. When an entire interest in an unproved property is sold, gain                or                loss is recognized, taking into consideration any recorded impairment.                When a partial interest in an unproved property is sold, the amount                is                treated as a reduction of the cost of the interest retained, with                excess                revenue and carrying costs being recognized. Upon abandonment of                properties, the reserves are deemed fully depleted and any unamortized                costs are recorded in the statement of operations under leases sold,                relinquished and impaired.  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|  Gold                Mineral Property                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|  The                Company has invested in several gold mineral properties with exploration                potential. All mineral claim acquisition costs and exploration and                development expenditures are charged to expense as incurred. We capitalize                acquisition and exploration costs only after persuasive engineering                evidence is obtained to support recoverability of these costs (ideally                upon determination of proven and/or probable reserves based upon                dense                drilling samples and feasibility studies by a recognized independent                engineer). Currently no amounts have been capitalized.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|  29                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|  **TRI-VALLEY                CORPORATION**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|  **NOTES                TO CONSOLIDATED FINANCIAL STATEMENTS**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|  **December                31, 2004 and 2003 and 2002**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|  **NOTE                3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                (Continued)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|  Other                Properties and Equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|  Properties                and equipment are depreciated using the straight-line method over                the                following estimated useful lives:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |

|  Office                furniture and fixtures  Building  |  3                -                7 years  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 9, 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 is estimated to approximate the related                book value, unless otherwise indicated, based on market information                available to the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|  Stock                Based Compensation Plans                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|  The                Company has adopted only the disclosure requirements of SFAS No.                123,                Accounting for Stock-Based Compensation, and has elected to continue                to                record stock-based compensation expense using the intrinsic-value                approach                prescribed by Accounting Principles Board ("APB") Opinion 25. The                application of APB Opinion 25 has further been clarified by Financial                Accounting Standards Board ("FASB") Interpretation No. 44, "Accounting                for                Certain Transactions involving Stock Compensation". Under APB No.                25,                because the exercise price of the company's employee stock options                equals                the market price of the underlying stock on the date of grant, no                compensation expense is recognized. However, SFAS No. 123, "Accounting                for                Stock-Based Compensation," requires presentation of pro forma information                as if the company had accounted for its employee stock options and                performance awards granted subsequent to December 31, 1994, under                the fair                value of that statement.  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|  For                purposes of pro forma disclosure, the estimated fair value of the                options                and performance awards at the date of grant is charged to expense                as the                employee stock options are fully vested upon grant. Under the fair                value                method, the company's net income (loss) and earnings (loss) per share                would have been as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
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|  30                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
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|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|  **TRI-VALLEY                CORPORATION**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|  **NOTES                TO CONSOLIDATED FINANCIAL STATEMENTS**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|  **December                31, 2004 and 2003 and 2002**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|  **NOTE                3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                (Continued)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|  Stock                Based Compensation Plans (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |

|                                                  |                                   |  December                31,                                                                       |  December                31,                                                                                 |  December                31,                                                                                 |
|-------------------------------------------------------|----------------------------------------|--------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------|
|                                                  |                                   |  2004                                                                                              |  2003                                                                                                        |  2002                                                                                                        |
|                                                  |                                   |  (restated)                                                                                        |  (restated)                                                                                                  |                                                                                                                   |
|                                                  |                                   |                                                                                                         |                                                                                                                   |                                                                                                                   |
|  Net                Income                  |  As                reported  |  $    (1,171,005)                                                              |  $      496,109                                                                |   $        769,130                                              |
|                                                  |  Pro                forma    |        (1,171,005)                                                   |          399,009                                                     |             769,130                                   |
|                                                  |                                   |                                                                                                         |                                                                                                                   |                                                                                                                   |
|  Earnings                per share          |  As                reported  |                 (0.06)  |                   0.02  |                   0.04  |
|                                                  |  Pro                forma    |                 (0.06)  |                   0.01  |                   0.04  |
|                                                  |                                   |                                                                                                         |                                                                                                                   |                                                                                                                   |
|  Diluted                earnings per share  |  As                reported  |                 (0.06)  |                   0.02  |                   0.04  |
|                                                  |  Pro                forma    |                 (0.06)  |                   0.01  |                   0.03  |

|  Reclassification                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  Certain                amounts in the financial statements have been reclassified to be                consistent and comparable from year-to-year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|  Treasury                Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|  The                Company records acquisition of its capital stock for treasury at                cost.                Differences between proceeds for reissuance of treasury stock and                average                cost are charged to retained earnings or credited thereto to the                extent of                prior charges and thereafter to capital in excess of par value.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|  Recently                Issued Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|  In                April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements                No. 4, 44 and 64, Amendment of FASB Statement No. 13 and Technical                Corrections". SFAS 145, which is effective for fiscal years beginning                after May 15, 2002, provides guidance for income statement classification                of gains and losses on extinguishment of debt and accounting for                certain                lease modifications that have economic effects that are similar to                sale-leaseback transactions. The adoption of this statement did not                impact                the Company's financial position, results of operations, or cash                flows.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|  In                June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated                with Exit or Disposal Activities." SFAS 146 nullifies the guidance                of the                Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability Recognition                for Certain Employee Termination Benefits and Other Costs to Exit                an                Activity (including Certain Costs Incurred in a Restructuring)."                SFAS 146                requires that a liability for a cost that is associated with an exit                or                disposal activity be recognized when the liability is incurred. SFAS                146                also establishes that fair value is the objective for the initial                measurement of the liability. The provisions of SFAS 146 are required                for                exit or disposal activities that are initiated after December 31,                2003.                The adoption of this statement did not impact the Company's financial                position, results of operations, or cash flows.                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|  In                December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based                Compensation - Transition and Disclosure." SFAS 148 amends FASB Statement                No. 123, "Accounting for Stock-Based Compensation" to provide alternative                methods of transition for a voluntary change to the fair value based                method of accounting for stock-based employee compensation. In addition,                this Statement amends the disclosure requirements of Statement 123                to                require prominent disclosures in both annual and interim financial                statements about the method of accounting for stock-based employee                compensation and the effect of the method used on the reported                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
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|  31                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
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|  **TRI-VALLEY                CORPORATION**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|  **NOTES                TO CONSOLIDATED FINANCIAL STATEMENTS**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|  **December                31, 2004 and 2003 and 2002**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
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|  **NOTE                3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                (Continued)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|  Recently                Issued Accounting Pronouncements (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|  results.                The provisions of SFAS 148 are effective for financial statements                for                fiscal years ending after December 15, 2002. The adoption of this                statement did not impact the Company's financial position, results                of                operations, or cash flows.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|  During                January 2003, the Financial Accounting Standards Board issued                interpretation No. 46, "Consolidation of Variable Interest Entities"                ("FIN46"), which requires the consolidation of certain entities that                are                determined to be variable interest entities ("VIE's"). An entity                is                considered to be a VIE when either (i) the entity lacks sufficient                equity                to carry on its principal operations, (ii) the equity owners of the                entity                cannot make decisions about the entity's activities or (iii) the                entity's                equity neither absorbs losses or benefits from gains.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|  In                November 2004, the FASB issued SFAS No. 151, "Inventory Costs". SFAS                No.                151 amends the accounting for abnormal amounts of idle facility expense,                freight, handling costs, and wasted material (spoilage) under the                guidance                in ARB No. 43, Chapter 4,"Inventory Pricing". Paragraph 5 of ARB                No. 43,                Chapter 4, previously stated that ". . . under some circumstances,                items                such as idle facility expense, excessive spoilage, double freight,                and                rehandling costs may be so abnormal as to require treatment as current                period charges. . . ." This Statement requires that those items be                recognized as current-period charges regardless of whether they meet                the                criterion of "so abnormal." In addition, this Statement requires                that                allocation of fixed production overheads to the costs of conversion                be                based on the normal capacity of the production facilities. This statement                is effective for inventory costs incurred during fiscal years beginning                after June 15, 2005. Management does not expect adoption of SFAS                No. 151                to have a material impact on the Company's financial                statements.                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|  In                December 2004, the FASB issued SFAS No. 152, "Accounting for Real                Estate                Time-Sharing Transactions". The FASB issued this Statement as a result                of                the guidance provided in AICPA Statement of Position (SOP)                04-2,"Accounting for Real Estate Time-Sharing Transactions". SOP                04-2                applies to all real estate time-sharing transactions. Among other                items,                the SOP provides guidance on the recording of credit losses and the                treatment of selling costs, but does not change the revenue recognition                guidance in SFAS No. 66, "Accounting for Sales of Real Estate", for                real                estate time-sharing transactions. SFAS No. 152 amends Statement No.                66 to                reference the guidance provided in SOP 04-2. SFAS No. 152 also amends                SFAS                No. 67, "Accounting for Costs and Initial Rental Operations of Real                Estate                Projects", to state that SOP 04-2 provides the relevant guidance                on                accounting for incidental operations and costs related to the sale                of real                estate time-sharing transactions. SFAS No. 152 is effective for years                beginning after June 15, 2005, with restatements of previously issued                financial statements prohibited. This statement is not applicable                to the                Company.  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|  In                December 2004, the FASB issued SFAS No. 153, "Exchanges of Nonmonetary                Assets," an amendment to Opinion No. 29, "Accounting for Nonmonetary                Transactions". Statement No. 153 eliminates certain differences in                the                guidance in Opinion No. 29 as compared to the guidance contained                in                standards issued by the International Accounting Standards Board.                The                amendment to Opinion No. 29 eliminates the fair value exception for                nonmonetary exchanges of similar productive assets and replaces it                with a                general exception for exchanges of nonmonetary assets that do not                have                commercial substance. Such an exchange has commercial substance if                the                future cash flows of the entity are expected to change significantly                as a                result of the exchange. SFAS No. 153 is effective for nonmonetary                asset                exchanges occurring in periods beginning after June 15, 2005. Earlier                application is permitted for nonmonetary asset exchanges occuring                in                periods beginning after December 16, 2004. Management does not expect                adoption of SFAS No. 153 to have a material impact on the Company's                financial statements.                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|  In                December 2004, the FASB issued SFAS No. 123(R), "Share-Based Payment"                which amends SFAS No. 123, "Accounting for Stock-Based Compensation",                and                APB Opinion 25, "Accounting for Stock Issued to Employees." SFAS                No.123(R)                requires that the cost of share-based payment transactions (including                those with                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|  32                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |

|  **TRI-VALLEY                CORPORATION**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  **NOTES                TO CONSOLIDATED FINANCIAL STATEMENTS**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|  **December                31, 2004 and 2003 and 2002**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|  **NOTE                3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                (Continued)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|  Recently                Issued Accounting Pronouncements                (Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|  employees                and non-employees) be recognized in the financial statements. SFAS                No.                123(R) applies to all share-based payment transactions in which an                entity                acquires goods or services by issuing (or offering to issue) its                shares,                share options, or other equity instruments (except for those held                by an                ESOP) or by incurring liabilities (1) in amounts based (even in part)                on                the price of the entity's shares or other equity instruments, or                (2) that                require (or may require) settlement by the issuance of an entity's                shares                or other equity instruments. This statement is effective (1) for                public                companies qualifying as SEC small business issuers, as of the first                interim period or fiscal year beginning after December 15, 2005,                or (2)                for all other public companies, as of the first interim period or                fiscal                year beginning after June 15, 2005, or (3) for all nonpublic entities,                as                of the first fiscal year beginning after December 15, 2005. Management                is                currently assessing the effect of SFAS No. 123(R) on the Company's                financial statement.  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|  Sarbanes-Oxley                Act Of 2002                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|  Section                404 of the Sarbanes-Oxley Act of 2002 requires public Companies to                report                on both internal control over financial reporting and disclosure                controls                and procedures. Internal control over financial reporting refers                to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |

|  (a)   |  controls                to ensure that a Company's information systems record financial                information that allows the Company to issue fair and accurate financial                statements;  |
|-----------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        |                                                                                                                                                                                                         |
|  (b)   |  controls                that ensure against unauthorized receipts and expenditures;                and                                                                                                      |
|        |                                                                                                                                                                                                         |
|  (c)   |  controls                to prevent and detect unauthorized acquisition, use or disposition                of the                assets.                                                                     |

|  Disclosure                controls and procedures refer to controls that ensure that all information                that must be reported to the Securities and Exchange Commission is                received by management on a timely basis.  |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                              |
|                                                                                                                                                                                                                                              |
|  **NOTE                4 - PROPERTY AND EQUIPMENT**                                                                                                                                                                                               |
|                                                                                                                                                                                                                                              |
|  Oil                and gas properties, and equipment and fixtures consist of the                following:                                                                                                                                       |

|                                                            |  December                31,                                                 |
|-----------------------------------------------------------------|----------------------------------------------------------------------------------------|
|                                                            |  2004                                                                        |  2003  |
|  Oil and gas - California         |                                                                                   |   |
|  Proved properties, gross                   |  $          752,705   |  $          752,705   |
|     - accumulated depletion  |           (621,323)             |           (604,223)  |
|  Proved properties, net                     |  131,382                                                                |  148,482   |
|  Unproved properties                             |           1,381,667        |          1,251,953   |
|  Total oil and gas properties     |           1,513,049        |           1,400,435   |
|                                                            |                                                                                   |   |

|                                                             |
|----------------------------------------------------------------------------|
|  33                                                              |
|                                                             |
|  **TRI-VALLEY                CORPORATION**                       |
|  **NOTES                TO CONSOLIDATED FINANCIAL STATEMENTS**   |
|  **December                31, 2004 and 2003 and 2002**          |
|                                                             |
|  **NOTE                4 - PROPERTY AND EQUIPMENT (Continued)**  |

|                                                                                                         |  December                31                                                             |
|--------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------|
|                                                                                                         |  2004                                                                                   |  2003  |
|                                                                                                         |                                                                                              |   |
|  Other                property and equipment                                                       |                                                                                              |   |
|     Land                                                                            |  12,281                                                                            |  12,281   |
|     Building                                                                        |  50,395                                                                            |  50,395   |
|     Transmission                tower                                               |   45,000                                                                      |  45,000   |
|     Office                equipment, vehicle, and leasehold improvements            |             345,586         |            218,514   |
|                                                                                                         |  453,262                                                                           |  326,190   |
|     Accumulated                depreciation                                         |            (188,103)                  |             (183,504)  |
|         Total                other property and equipment, net  |              265,159   |             142,686   |
|                                                                                                         |                                                                                              |   |
|  **Property                and equipment, net**                                                    |  **$       1,778,208 **                         |  **$       1,543,121 **  |
|                                                                                                         |                                                                                              |   |

|                                        |
|-------------------------------------------------------|
|  **NOTE                5 - NOTES PAYABLE**  |
|                                        |

|                                                                         |  December                31,                                                                |
|------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------|
|                                                                         |  2004                                                                                       |  2003  |
|                                                                         |                                                                                                  |   |
|  Note                payable to Union Bank dated July 29,2002;     |                                                                                                  |   |
|  secured                by a vehicle; interest at 8.3%; payable    |                                                                                                  |   |
|  in                60 monthly installments of $602.                |  $           12,452                  |  $           22,437  |
|                                                                         |                                                                                                  |   |
|  Note                payable to Union Bank, dated January          |                                                                                                  |   |
|  15,                2000; secured by a vehicle; interest at 8.5%;  |                                                                                                  |   |
|  Payable                in 60 monthly installments of $380.        |                4,332  |                4,353  |
|                                                                         |                                                                                                  |   |
|                                                                         |             16,784                   |             26,790  |
|  Less                current portion                               |                9,985  |                9,985  |
|                                                                         |                                                                                                  |   |
|  Long-term                portion of notes payable                 |  $            6,799             |  $          16,805  |
|                                                                         |                                                                                                  |   |

|  Maturities                of long-term debt for the years subsequent to December 31, 2004 are                as                follows:  |
|-----------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                      |

|  2005  |   |   $                 9,985             |
|------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------|
|  2006  |   |                      2,721  |
|  2007  |   |                      4,078  |
|             |   |                                                                                                                                      |
|             |   |  $               16,784                              |
|             |   |                                                                                                                                      |

|     |
|--------------------|
|  34      |
|     |
|     |

|  **TRI-VALLEY                CORPORATION**                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  **NOTES                TO CONSOLIDATED FINANCIAL STATEMENTS**                                                                                                                                                                                                                                                                                                                                                                                                                            |
|  **December                31, 2004 and 2003 and 2002**                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|  **NOTE                6 - RELATED PARTY TRANSACTIONS**                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|  Employee                Stock Options                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|  The                Company has a qualified and a nonqualified stock option plan, which                provides for the granting of options to key employees, consultants,                and                nonemployee directors of the Company.                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|  The                option price, number of shares and grant date are determined at the                discretion of the Company's board of directors. Options granted under                the                plans are exercisable immediately; however, the plan expires in August                2008.                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|  The                purpose of the Company's stock option plans is to further the interest                of                the Company by enabling officers, directors, employees, consultants                and                advisors of the Company to acquire an interest in the Company by                ownership                of its stock through the exercise of stock options and stock appreciation                rights granted under its various stock option plans.  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|  The                fair value of each option grant is estimated on the date of grant                the                Black-Scholes American option-pricing model with the following                weighted-average assumptions used for grant in 2003 and 2002,                respectively. There were no options granted in 2004.                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |

|     Year  |     |  Expected                  Life  |     |  Expected                Dividends  |     |  Expected                Volatility  |     |  Risk-Free                  Interest                Rates  |
|------------------------------------|--------------------|------------------------------------------------------|--------------------|-----------------------------------------------|--------------------|------------------------------------------------|--------------------|--------------------------------------------------------------------------------|
|  2003                    |     |  4                                         |     |  None                               |     |  88%                                 |     |  3.00                                                                |
|  2002                    |     |  5                                         |     |  None                               |     |  98.04%                              |     |  3.86                                                                |
|                     |     |                                       |     |                                |     |                                 |     |                                                                 |

|  A                summary of the status of the Company's fixed stock option plan as                of                December 31, 2004, 2003 and 2002 and changes during the years ending                on                those dates is presented below:  |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                        |

|                                                                                              |             2004             |              2003              |              2002            |
|---------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                              |                                                                                                                                                 |  Weighted-                                                                                                                                             |                                                                                                                                                 |  Weighted-  |   |  Weighted-  |
|                                                                                              |                                                                                                                                                 |  Average                                                                                                                                               |                                                                                                                                                 |  Average  |   |  Average  |
|                                                                                              |                                                                                                                                                 |  Exercise                                                                                                                                              |                                                                                                                                                 |  Exercise  |   |  Exercise  |
|                                                                                              |  Shares                                                                                                                                    |  Price                                                                                                                                                 |  Shares                                                                                                                                    |  Price  |  Shares  |  Price  |
|  Fixed                Options                                                           |                                                                                                                                                 |                                                                                                                                                             |                                                                                                                                                 |   |   |   |
|  Outstanding                at   beginning                of year             |   3,018,600                                                                                                                           |  $          1.27                                                                                     |   2,960,500                                                                                                                      |  $        1.25  |  3,229,000  |  $         1.26  |
|  Granted                                                                                |        -                                                                                                     |  -                                                                                                                                                     |        100,000                                                                                          |  $        1.33  |             -  |  $           -  |
|  Exercised                                                                              |        (465,000)                                                                                             |  $           1.20                                                                               |        (41,900)                                                                                              |  $        0.50  |  (20,500)  |  $         0.50  |
|  Cancelled                                                                              |                   -                                   |  $               -                                                          |                   -                              |  $             -  |  (248,000)  |  $         1.36  |
|                                                                                              |                                                                                                                                                 |                                                                                                                                                             |                                                                                                                                                 |   |   |   |
|  Outstanding                at end   of                year                   |  2,553,600                                                                                                                                 |  $           1.28                                                                               |  3,018,600                                                                                                                            |  $       1.27  |  2,960,500  |  $         1.25  |
|                                                                                              |                                                                                                                                                 |                                                                                                                                                             |                                                                                                                                                 |   |   |   |
|  Options                  exercisable                at   year-end  |  2,553,600                                                                                                                                 |                                                                                                                                                             |  3,018,600                                                                                                                                 |   |  2,960,500  |   |
|                                                                                              |                                                                                                                                                 |                                                                                                                                                             |                                                                                                                                                 |   |   |   |
|  Weighted-average                fair value of options granted during the year          |
|                                                                                              |  n/a                                                                                                                                       |                                                                                                                                                             |  $            0.96                                                             |   |  n/a  |   |
|  Available                for   issuance                                      |      390,000                                                                                                           |                                                                                                                                                             |                                                                                                                                                 |   |   |   |
|                                                                                              |                                                                                                                                                 |                                                                                                                                                             |                                                                                                                                                 |   |   |   |
|                                                                                              |                                                                                                                                                 |                                                                                                                                                             |  35                                                                                                                                        |   |   |   |
|                                                                                              |                                                                                                                                                 |                                                                                                                                                             |                                                                                                                                                 |   |   |   |

|  **TRI-VALLEY                CORPORATION**                                                                                             |
|--------------------------------------------------------------------------------------------------------------------------------------------------|
|  **NOTES                TO CONSOLIDATED FINANCIAL STATEMENTS**                                                                         |
|  **December                31, 2004 and 2003 and 2002**                                                                                |
|                                                                                                                                   |
|  **NOTE                6 - RELATED PARTY TRANSACTIONS (Continued)**                                                                    |
|                                                                                                                                   |
|  Employee                Stock Options (continued)                                                                                     |
|  The                following table summarizes information about fixed stock options                outstanding at December 31, 2004:  |
|                                                                                                                                   |

|                                                |  Options                Outstanding and Exercisable  |
|-----------------------------------------------------|----------------------------------------------------------------|
|                                                |                                                           |  Weighted-Average  |   |
|                                                |  Number                Outstanding                   |  Remaining  |  Weighted-Average  |
|  Range                of Exercise Prices  |  at                December 31, 2004                 |  Contractual                Life  |  Exercise                Price  |
|                                                |                                                           |   |   |
|  $.50                - $2.43              |  2,553,600                                           |  3.72  |  $1.28  |
|                                                |                                                           |   |   |

|  Partnerships                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|  Tri-Valley                sells oil and gas prospects to partnerships that are sponsored by                Tri-Valley and sold to private investors for the purpose of oil and                gas                drilling and development. The Company accounts for these partnerships                on                the prorate combination method. Drilling and development revenue                related                to the Opus-I and Martins-Severin partnerships for the fiscal year                ended                December 31, 2004, 2003 and 2002 are as follows:  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |

|                                                                                                 |  December                31,  |
|----------------------------------------------------------------------------------------------------------------|-----------------------------------------|
|                                                                                                 |  2004                         |  2003  |  2002  |
|                                                                                                 |                          |     |     |
|  Drilling                and development revenue                                                     |  $ 3,559,500             |  $ 5,440,780  |  $ 4,421,782  |
|  Drilling                and development costs                                                       |  2,224,793                    |  4,014,889  |  3,648,089  |
|  Advances                from joint venture    participants,                net  |  6,321,676                    |  5,647,150  |  5,617,333  |
|                                                                                                 |                          |     |     |

|  Oil                and gas income from the Tri-Valley Oil & Gas Exploration Programs                1971-1 for fiscal 2004, 2003 and 2002 follows:  |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                     |

|                                                           |  December                31,                  |
|----------------------------------------------------------------|---------------------------------------------------------|
|                                                           |  2004                                         |  2003  |  2002  |
|                                                           |                                                    |   |   |
|  Partnership                income, net of expenses  |  $      30,000  |  $      30,000  |  $     18,299  |
|                                                           |                                                    |   |   |

|  **NOTE                7 - EARNINGS PER SHARE**  |
|------------------------------------------------------------|
|                                             |

|  Year    |     |  Full                Year Basic Earnings (Loss) Per Share  |     |  Weighted-Average                Shares Outstanding  |     |  Diluted                Earnings (Loss) Per Share      |     |  Diluted                Earnings Weighted-Average Share Outstanding Plus Common   Stock                Equivalents  |     |  Common                Stock Equivalents Excluded from Diluted Earnings Per                Share  |
|--------------------|--------------------|----------------------------------------------------------------------|--------------------|----------------------------------------------------------------|--------------------|------------------------------------------------------------------|--------------------|-----------------------------------------------------------------------------------------------------------------------------------------|--------------------|-------------------------------------------------------------------------------------------------------------|
|  2004    |     |  $    (0.06)                           |     |  20,507,342                                          |     |   $    (0.06)                 |     |  2,553,600                                                                                                                    |     |  $           -                             |
|  2003    |     |       0.02                        |     |  19,801,785                                          |     |        0.02              |     |    3,018,600                                                                                                        |     |               -                  |
|  2002    |     |       0.04                        |     |  19,702,054                                          |     |          0.03  |     |       2,698,500                                                                                      |     |       960,000                                                            |
|     |     |                                                       |     |                                                 |     |                                                   |     |                                                                                                                          |     |                                                                                              |

|  The                diluted earning per share amounts are based on weighted-average shares                outstanding plus common stock equivalents. Common stock equivalents                include stock options and awards, and common stock warrants.  |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                       |
|  36                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                       |
|  **TRI-VALLEY                CORPORATION**                                                                                                                                                                                                                 |
|  **NOTES                TO CONSOLIDATED FINANCIAL STATEMENTS**                                                                                                                                                                                             |
|  **December                31, 2004 and 2003 and 2002**                                                                                                                                                                                                    |
|                                                                                                                                                                                                                                                       |
|  Common                stock equivalents excluded from the calculation of diluted earnings                per                share due to the effect was antidilutive.                                                                                     |
|                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                       |
|  **NOTE                8 - INCOME TAXES**                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                 |
|  At                December 31, 2004, the Company had available net operating loss carry                forwards for financial statements and federal income tax purposes                of                approximately $2 million.                       |
|                                                                                                                                                                                                                                                       |
|  The                components of the net deferred tax assets were as follows                                                                                                                                                                              |

|                                                         |  December                31,                                                                                                                 |  December                31,                                                                                                                 |  December                31,                                                                                                     |
|--------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------|
|                                                         |  2004                                                                                                                                        |  2003                                                                                                                                        |  2002                                                                                                                            |
|                                                         |  (restated)                                                                                                                                  |  (restated)                                                                                                                                  |                                                                                                                                       |
|  Deferred                tax assets:               |                                                                                                                                                   |                                                                                                                                                   |                                                                                                                                       |
|  Net                operating loss carryforwards   |  $          776,000                                                                        |  $          345,727                                                                        |  $           45,667                                                       |
|  Statutory                depletion carryforwards  |              356,000                                                             |              339,007                                                             |             297,217                                                       |
|                                                         |                                                                                                                                                   |                                                                                                                                                   |                                                                                                                                       |
|  Total                deferred tax assets          |           1,132,000                                                                             |              684,734                                                             |             342,884                                                       |
|  Valuation                allowance                |           (1,132,000)                                                                           |             (684,734)                                                                 |           (342,884)                                                                 |
|                                                         |                                                                                                                                                   |                                                                                                                                                   |                                                                                                                                       |
|  **Net                deferred tax assets**        |  **$                      -**  |  **$                      -**  |  **$                    -**  |
|                                                         |                                                                                                                                                   |                                                                                                                                                   |                                                                                                                                       |

|  A                full valuation allowance has been established for the deferred tax                assets                generated by net operating loss and statutory depletion carryforwards                due                to the uncertainty of future utilization. The net operating loss                expires                in 2022 for federal purposes and 2023 for state purposes. Depletion                carryforwards have an indefinite life.  |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|  The                reconciliation of federal taxable income follows:                                                                                                                                                                                                                                                                                                                                                                                               |

|                                                                                 |  December                31,                                                                                         |  December                31,                                                           |  December                31,                                                           |
|--------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------|
|                                                                                 |  2004                                                                                                                |  2003                                                                                  |  2002                                                                                  |
|                                                                                 |  (restated)                                                                                                          |  (restated)                                                                            |                                                                                             |
|                                                                                 |                                                                                                                           |                                                                                             |                                                                                             |
|  Income                (loss) before tax                                   |  $    (1,171,005)                                                                                |  $      495,109                                          |  $        845,130                              |
|                                                                                 |                                                                                                                           |                                                                                             |                                                                                             |
|  Computed                "expected" tax (benefit)                          |  $     (398,000)                                                                            |  $        168,000                              |  $        304,344                              |
|                                                                                 |                                                                                                                           |                                                                                             |                                                                                             |
|  State                tax liability                                        |               -                                     |               39,000  |               76,000  |
|                                                                                 |                                                                                                                           |                                                                                             |                                                                                             |
|  Utilization                (non-utilization) of operating loss carryover  |           398,000                                                       |           (168,000)                       |           (304,344)                       |
|                                                                                 |                                                                                                                           |                                                                                             |                                                                                             |
|  **Total                income tax provision**                             |  **$                  -**  |  **$          39,000**               |  **$          76,000**               |
|                                                                                 |                                                                                                                           |                                                                                             |                                                                                             |

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|  37                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|  **TRI-VALLEY                CORPORATION**                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|  **NOTES                TO CONSOLIDATED FINANCIAL STATEMENTS**                                                                                                                                                                                                                                                                                                                                                                                                               |
|  **December                31, 2004 and 2003 and 2002**                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|  **NOTE                9 - MAJOR CUSTOMERS**                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|  Oil                and Gas                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|  Substantially                all oil and gas sales have occurred in the northern California gas                market.                                                                                                                                                                                                                                                                                                                                                      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|  The                Company received substantially all of its oil and gas revenue from                one                customer. The oil and gas sales to this one customer amounted to                $799,474,                $901,739, and $752,971 for the year ended December 31, 2004, 2003,                and                2002, respectively.                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|  **NOTE                10 - FINANCIAL INFORMATION RELATING TO INDUSTRY                SEGMENTS**                                                                                                                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|  The                Company reports operating segments according to SFAS No. 131, "Disclosure                About Segments of an Enterprise and Related Information".                                                                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|  The                Company identifies reportable segments by product. 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                Company's operations are classified into three principal industry                segments. Following is a summary of segmented information for 2004,                2003,                and 2002:                                                                                                                                                                                                                                                       |

|                                                                 |  Oil                and Gas                                     |  Precious                                                                                                        |  Drilling                and                                                                                     |                                                                      |
|----------------------------------------------------------------------|---------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------|
|                                                                 |  Production                                                     |  Metals                                                                                                          |  Development                                                                                                     |  Total                                                          |
|  Year                ended December 31, 2004               |                                                                      |                                                                                                                       |                                                                                                                       |                                                                      |
|                                                                 |                                                                      |                                                                                                                       |                                                                                                                       |                                                                      |
|  Revenues                from external customers           |  $       830,148             |  $                  -  |  $     3,559,500                                                                        |  $    4,389,648                             |
|                                                                 |                                                                      |                                                                                                                       |                                                                                                                       |                                                                      |
|  Interest                revenue                           |  $         45,990  |  $                  -  |  $                  -  |  $         45,990  |
|                                                                 |                                                                      |                                                                                                                       |                                                                                                                       |                                                                      |
|  Interest                expense                           |  $         33,332  |  $                  -  |  $                  -  |  $         33,332  |
|                                                                 |                                                                      |                                                                                                                       |                                                                                                                       |                                                                      |
|  Expenditures                for segment assets            |  $       369,181             |  $                  -  |  $                  -  |  $       369,181             |
|                                                                 |                                                                      |                                                                                                                       |                                                                                                                       |                                                                      |
|  Depreciation,                depletion, and amortization  |  $         21,699  |  $                  -  |  $                  -  |  $         21,699  |
|                                                                 |                                                                      |                                                                                                                       |                                                                                                                       |                                                                      |
|  Total                assets                               |  $  14,473,326                                        |  $                  -  |  $                  -  |  $  14,473,326                                        |
|                                                                 |                                                                      |                                                                                                                       |                                                                                                                       |                                                                      |
|  Estimated                income tax benefit(expense)      |  $       160,000             |  $       412,000                                                              |  $       (62,000)                                                             |  $     512,000                         |
|                                                                 |                                                                      |                                                                                                                       |                                                                                                                       |                                                                      |
|  Net                income (loss)                          |  $    (400,046)                             |  $ (1,029,898)                                                                                              |  $       258,939                                                              |  $ (1,171,005)                                             |
|                                                                 |                                                                      |                                                                                                                       |                                                                                                                       |                                                                      |

|     |
|--------------------|
|  38      |
|     |
|     |

|  **TRI-VALLEY                CORPORATION**                                                                    |
|-------------------------------------------------------------------------------------------------------------------------|
|  **NOTES                TO CONSOLIDATED FINANCIAL STATEMENTS**                                                |
|  **December                31, 2004 and 2003 and 2002**                                                       |
|                                                                                                          |
|  **NOTE                10 - FINANCIAL INFORMATION RELATING TO INDUSTRY SEGMENTS                (Continued)**  |
|                                                                                                          |

|                                                                 |  Oil                and Gas                                                                                      |  Precious                                                                                                        |  Drilling                and                                                                                                 |                                                                                                                       |
|----------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------|
|                                                                 |  Production                                                                                                      |  Metals                                                                                                          |  Development                                                                                                                 |  Total                                                                                                           |
|  Year                ended December 31, 2003               |                                                                                                                       |                                                                                                                       |  (restated)                                                                                                                  |  (restated)                                                                                                      |
|                                                                 |                                                                                                                       |                                                                                                                       |                                                                                                                                   |                                                                                                                       |
|  Revenues                from external customers           |  $       932,268                                                              |  $                  -  |   $    5,440,780                                                                                    |  $    6,373,048                                                                              |
|                                                                 |                                                                                                                       |                                                                                                                       |                                                                                                                                   |                                                                                                                       |
|  Interest                revenue                           |  $         34,479                                                   |  $                  -  |   $                   -  |  $         34,479                                                   |
|                                                                 |                                                                                                                       |                                                                                                                       |                                                                                                                                   |                                                                                                                       |
|  Interest                expense                           |  $           2,572                                        |  $                  -  |   $                   -  |  $          2,572                                         |
|                                                                 |                                                                                                                       |                                                                                                                       |                                                                                                                                   |                                                                                                                       |
|  Expenditures                for segment assets            |  $                  -  |  $                  -  |   $                   -  |  $                  -  |
|  Depreciation,                depletion, and amortization  |  $        29,216                                                    |  $                  -  |   $                   -  |  $       29,216                                                          |
|                                                                 |                                                                                                                       |                                                                                                                       |                                                                                                                                   |                                                                                                                       |
|  Total                assets                               |  $   8,320,992                                                                               |  $                  -  |   $                   -  |  $  8,341,782                                                                                     |
|                                                                 |                                                                                                                       |                                                                                                                       |                                                                                                                                   |                                                                                                                       |
|  Estimated                income tax benefit(expense)      |  $      250,000                                                               |  $      146,000                                                               |  $     (579,000)                                                                                    |  $    (183,000)                                                                              |
|                                                                 |                                                                                                                       |                                                                                                                       |                                                                                                                                   |                                                                                                                       |
|  Net                income (loss)                          |  $     (624,280)                                                                        |  $     (366,039)                                                                        |   $    1,446,428                                                                               |  $     456,109                                                                     |
|                                                                 |                                                                                                                       |                                                                                                                       |                                                                                                                                   |                                                                                                                       |
|  Year                ended December 31, 2002               |                                                                                                                       |                                                                                                                       |                                                                                                                                   |                                                                                                                       |
|                                                                 |                                                                                                                       |                                                                                                                       |                                                                                                                                   |                                                                                                                       |
|  Revenues                from external customers           |  $      771,621                                                               |  $                  -  |  $    5,421,782                                                                                     |  $    6,193,403                                                                         |
|                                                                 |                                                                                                                       |                                                                                                                       |                                                                                                                                   |                                                                                                                       |
|  Interest                revenue                           |  $        19,534                                                    |  $                  -  |  $                   -        |  $         19,534                                              |
|                                                                 |                                                                                                                       |                                                                                                                       |                                                                                                                                   |                                                                                                                       |
|  Interest                expense                           |  $          1,838                                         |  $                  -  |  $                   -        |  $           1,838                                   |
|                                                                 |                                                                                                                       |                                                                                                                       |                                                                                                                                   |                                                                                                                       |
|  Expenditures                for segment assets            |  $      155,132                                                               |  $                  -  |  $                   -        |  $       155,132                                                         |
|                                                                 |                                                                                                                       |                                                                                                                       |                                                                                                                                   |                                                                                                                       |
|  Depreciation,                depletion, and amortization  |  $        34,384                                                    |  $                  -  |  $                   -        |  $         34,384                                              |
|                                                                 |                                                                                                                       |                                                                                                                       |                                                                                                                                   |                                                                                                                       |
|  Total                assets                               |  $   4,634,874                                                                               |  $                  -  |  $                   -        |  $    4,634,874                                                                         |
|                                                                 |                                                                                                                       |                                                                                                                       |                                                                                                                                   |                                                                                                                       |
|  Estimated                income tax benefit(expense)      |  $      334,000                                                               |  $        68,000                                                    |  $        (709,000)                                                                  |  $     (307,000)                                                                        |
|                                                                 |                                                                                                                       |                                                                                                                       |                                                                                                                                   |                                                                                                                       |
|  Net                income (loss)                          |  $     (835,452)                                                                        |  $    (169,111)                                                                              |  $     1,773,693                                                                               |  $       769,130                                                         |
|                                                                 |                                                                                                                       |                                                                                                                       |                                                                                                                                   |                                                                                                                       |

|     |
|--------------------|
|  39      |
|     |
|     |

|  **TRI-VALLEY                CORPORATION**                                                                                                                                                                                                                                                                                       |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  **NOTES                TO CONSOLIDATED FINANCIAL STATEMENTS**                                                                                                                                                                                                                                                                   |
|  **December                31, 2004 and 2003 and 2002**                                                                                                                                                                                                                                                                          |
|                                                                                                                                                                                                                                                                                                                             |
|  **NOTE                11 - COMMON STOCK**                                                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                             |
|  During                2004 the Company issued the following shares of common stock. All                of these                securities were issued pursuant to privately negotiated transactions                in                reliance on the exemption contained in Section 4(2) of the Securities                Act.  |

|  -    |  One                private individual purchased 1,090,000 common stock shares for total                $5,385,000 during the year: 300,000 shares at $4.5 per share, 200,000                shares at $4.75 per share, and 500,000 shares at $5.0 per share,                and                90,000 shares at $6.5 per share             |
|---------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|            |                                                                                                                                                                                                                                                                                                                                        |
|  -    |  Another                private individual purchased 3,000 shares at $4.05 per share.                                                                                                                                                                                                                                                       |
|            |                                                                                                                                                                                                                                                                                                                                        |
|  -    |  Companies                issued 160,000 shares to two individuals to exchange mining claims                in                Alaska. The stocks were valued at $4.45 per share at the time of                the                exchange.                                                                                                  |
|            |                                                                                                                                                                                                                                                                                                                                        |
|  -    |  The                Company issued total 20,000 shares to directors of the Company for                services rendered during the year. At the time of the issuance the                stocks                were valuated at $4.6 per share.                                                                                              |
|            |                                                                                                                                                                                                                                                                                                                                        |
|  -    |  During                the year various directors and employees of the Company exercised                stock                options previously granted. The new shares issued pursuant to the                stock                option plan amounted to 465,000 shares. Cash consideration received                totaled to $560,000.  |
|            |                                                                                                                                                                                                                                                                                                                                        |
|  -    |  During                the year the common stock issuance cost amounted to approximately                $646,200.                                                                                                                                                                                                                           |

|  During                2003 we issued the following shares of common stock. All of these                securities were issued pursuant to privately negotiated transactions                in                reliance on the exemption contained in Section 4(2) of the Securities                Act.  |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                     |

|  -    |  One                officer, one former employee, and one private individual exercised                options                to purchase 41,900 common shares at $.50 each.                                                   |
|---------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|            |                                                                                                                                                                                                                          |
|  -    |  One                private individual purchased 3,000 common stock shares at $1.35                each.                                                                                                                      |
|            |                                                                                                                                                                                                                          |
|  -    |  The                Company issued 15,000 shares to the Company's officers. The closing                market                price of our common stock on the date we awarded these shares was                $1.36.          |
|            |                                                                                                                                                                                                                          |
|  -    |  The                Company issued 50,000 shares to the Company's outside directors.                The                closing market price of our common stock on the date we awarded these                shares was $1.33  |
|            |                                                                                                                                                                                                                          |
|  -    |  The                Company issued 6,000 shares to a consultant for service. The closing                market price of our common stock on the date we awarded these shares                was                $3.20.         |
|            |                                                                                                                                                                                                                          |
|  -    |  The                Company issued 255,387 common shares to Swartz Private Equity,                LLC.                                                                                                                        |
|            |                                                                                                                                                                                                                          |

|  **NOTE                12 - COMMITMENTS AND CONTINGENCIES**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|  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                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|  40                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|  **TRI-VALLEY                CORPORATION**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|  **NOTES                TO CONSOLIDATED FINANCIAL STATEMENTS**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|  **December                31, 2004 and 2003 and 2002**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|  **NOTE                12 - COMMITMENTS AND CONTINGENCIES (Continued)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|  Contingencies                (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|  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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|  Natural                Gas Contracts                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|  The                Company sells its gas under three separate gas contracts. Each of                the                contracts is effective for a twelve-month period and is renegotiated                annually. During 2004, 2003, and 2002, the Company sold all of its                produced gas under these agreements. The terms of the agreements                are                identical among the contracts. During 2004, 2003, and 2002, the terms                of                the agreements were as follows: 100% of the produced gas was sold                at the                monthly spot price.                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|  Joint                Venture Advances                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|  As                discussed in Note 1, the Company receives advances from joint venture                participants, which represent funds raised to drill exploratory wells.                The                Company receives a carried working interest if the well is successfully                drilled and completed. The Company acts as both the fiduciary agent                and                Operator during the period required to drill and equip the well,                and as                Operator while the well is produced. The Company is obligated to                use these                funds for expenditures of the joint venture prospect. The joint venture                agreements specify that the Company must drill the subject well or                substitute another prospect. Some agreements require that the interest                earned on joint venture advances be credited to the project account.                Expenditures of the projects are charged directly against the obligation.                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|  The                balance of the joint venture advance represents the sum of amounts                contributed for drilling prospects, net of expenditures for the projects.                Residual project balances are held until the Company makes a final                determination concerning any remedial obligations of the joint ventures.                The balance at December 31, 2004 consists primarily of the following                projects:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|  Opus                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|  In                May of 2001 the Company began raising funds for a one hundred million                dollar exploration drilling program named Opus-I. The program calls                for                the drilling of 26 prospects, 23 in California and 3 in Nevada. As                of                December 31, 2004 the program has drilled ten wells in which nine                were dry                holes, the remaining wells are currently being tested or evaluated                for                further work. The drilling portion of these prospects is turn-keyed,                meaning the drilling portion is done for a fixed cost and the completion                portion is done at the actual cost.                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|  The                Opus Drilling Program joint venture status at December 31, 2004 is                as                follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |

|  Total                Opus Contributions  |  $        28,940,988              |
|-----------------------------------------------------|------------------------------------------------------------------------------------------|
|  Total                Opus Expenditures   |  $        22,772,733              |
|  Advances                                 |  $          6,168,255   |
|                                                |                                                                                     |

|  Ekho                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  The                Ekho project was originally a three-well project, which commenced                February                7, 2000 with the first well. The first well has been drilled to its                target                depth of just over 19,000 feet. The original majority joint                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|  41                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|  **TRI-VALLEY                CORPORATION**                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|  **NOTES                TO CONSOLIDATED FINANCIAL STATEMENTS**                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|  **December                31, 2004 and 2003 and 2002**                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|  **NOTE                12 - COMMITMENTS AND CONTINGENCIES (Continued)**                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|  Joint                Venture Advances (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|  interest                partners were unable to fulfill their obligations to continue to                fund well                completion activities. The Company is currently seeking substitute                partners to raise funds to fracture and complete the well. Ekho joint                venture project status at December 31, 2004, which is included in                the                joint venture advance, is as follows (the vast majority of expenditures                were made in 2000):  |

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

|  Leases                                                                                                                                                          |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  The                Company leases its office space on a month to month basis.                                                                                   |
|                                                                                                                                                             |
|  **NOTE                13 - SUBSEQUENT EVENTS**                                                                                                                  |
|  On                May 6, 2005, the Company acquired Pleasant Valley Energy Corporation,                a                private holder of oil and gas leases.   |

|     |
|--------------------|
|     |
|  42      |
|     |
|     |

|                                                      |
|---------------------------------------------------------------------|
|                                                      |
|                                                      |
|                                                      |
|  **SUPPLEMENTAL                INFORMATION (unaudited)**  |
|                                                      |
|                                                      |
|                                                      |
|                                                      |

|     |
|--------------------|
|     |
|     |
|     |
|  43      |
|     |
|     |

|  **SUPPLEMENTAL                INFORMATION (unaudited)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|  The                following estimates of proved oil and gas reserves, both developed                and                undeveloped, represent interests owned by the Company located solely                in                the United States.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|  Disclosures                of oil and gas reserves, which follow, are based on estimates prepared                by                independent engineering consultants for the years ended December                31, 2004,                2003, and 2002. Such analyses are subject to numerous uncertainties                inherent in the estimation of quantities of proved reserves and in                the                projection of future rates of production and the timing of development                expenditures. These estimates do not include probable or possible                reserves.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|  These                estimates are furnished and calculated in accordance with requirements                of                the Financial Accounting Standards Board and the Securities and Exchange                Commission ("SEC"). Because of unpredictable variances in expenses                and                capital forecasts, crude oil and natural gas price changes, largely                influenced and controlled by U.S. and foreign government actions,                and the                fact that the basis for such estimates vary significantly, management                believes the usefulness of these projections is limited. Estimates                of                future net cash flows presented do not represent management's assessment                of future profitability or future cash flows to the Company. Management's                investment and operating decisions are based upon reserve estimates                that                include proved reserves as well as probable reserves, and upon different                price and cost assumptions from those used here.  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|  It                should be recognized that applying current costs and prices and a                10                percent standard discount rate does not convey fair market value.                The                discounted amounts arrived at are only one measure of the value of                proved                reserves.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|  Capitalized                costs relating to oil and gas producing activities and related accumulated                depletion, depreciation and amortization were as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |

|                                                                            |  December                31,                                                 |  December                31,                                                 |  December                31,                                            |
|---------------------------------------------------------------------------------|----------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------|-----------------------------------------------------------------------------------|
|                                                                            |  2004                                                                        |  2003                                                                        |  2002                                                                   |
|                                                                            |                                                                                   |  (restated)                                                                  |                                                                              |
|  Aggregate                capitalized costs:                          |                                                                                   |                                                                                   |                                                                              |
|  Proved                properties                                     |  $          752,705   |  $          752,705   |  $         752,705    |
|  Unproved                properties                                   |  1,381,667                                                              |           1,251,953        |           1,654,117   |
|  Accumulated                depletion, depreciation and amortization  |            (621,323)       |            (604,223)       |            (587,030)  |
|                                                                            |                                                                                   |                                                                                   |                                                                              |
|  Net                capitalized assets                                |  $       1,513,049                   |  $       1,400,435                   |  $      1,819,792                    |
|                                                                            |                                                                                   |                                                                                   |                                                                              |
|                                                                            |                                                                                   |                                                                                   |                                                                              |

|     |
|--------------------|
|     |
|  44      |
|     |
|     |

|        Supplemental                Information (unaudited)                                                                                                                      |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        Page                Two                                                                                                                                                  |
|                                                                                                                                                                                                          |
|  The                following sets forth costs incurred for oil and gas property acquisition,                exploration and development activities, whether capitalized or expensed,                during:  |
|                                                                                                                                                                                                          |

|                                                                                                                    |  December                31,                                                                                                       |  December                31,                                                                                                       |  December                31,                                                                                                 |
|-------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                    |  2004                                                                                                                              |  2003                                                                                                                              |  2002                                                                                                                        |
|                                                                                                                    |                                                                                                                                         |  (restated)                                                                                                                        |                                                                                                                                   |
|  Acquisition                of producing properties and productive and non-productive                acreage  |  $                     -  |  $                     -  |  $                   -   |
|                                                                                                                    |                                                                                                                                         |                                                                                                                                         |                                                                                                                                   |
|  Exploration                costs and development activities                                                  |  $                     -  |  $                     -  |  $          45,143                                                    |
|                                                                                                                    |                                                                                                                                         |                                                                                                                                         |                                                                                                                                   |

|  Results                Of Operations From Oil And Gas Producing Activities                                     |
|---------------------------------------------------------------------------------------------------------------------------|
|  The                results of operations from oil and gas producing activities are as                follows:  |
|                                                                                                            |

|                                                                     |  December                31,                                                       |  December                31,                                                                        |  December                31,                                                                        |
|--------------------------------------------------------------------------|----------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------|
|                                                                     |  2004                                                                              |  2003                                                                                               |  2002                                                                                               |
|                                                                     |                                                                                         |  (restated)                                                                                         |                                                                                                          |
|  Sales                to unaffiliated parties                  |  $           830,148        |   $           932,268              |   $           771,621              |
|  Production                costs                               |  (144,101)                                                                         |              (183,362)                  |              (224,320)                  |
|  Depletion,                depreciation and amortization       |             (17,100)        |                (26,551)       |                (24,719)       |
|                                                           |  668,947                                                                      |                722,355   |                522,582   |
|  Income                tax expense                             |            (240,820)             |              (264,968)                  |              (187,057)                  |
|                                                           |                                                                                         |                                                                                                |                                                                                                |
|  Results                of operations from activities before   |                                                                                         |                                                                                                |                                                                                                |
|  extraordinary                items (excluding corporate       |                                                                                         |                                                                                                |                                                                                                |
|  overhead                and interest costs)                   |  $           161,096   |   $           457,387              |   $           335,525              |
|                                                                     |                                                                                         |                                                                                                          |                                                                                                          |

|     |
|--------------------|
|     |
|     |
|     |
|     |
|     |
|  45      |
|     |
|     |

|         Supplemental                Information (unaudited)                                                                                                                                                                                                                                            |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|         Page                Three                                                                                                                                                                                                                                                                      |
|                                                                                                                                                                                                                                                                                                                                      |
|  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, 2004, 2003,                and                2002, and changes in such quantities during each of the years then                ended,                were as follows:  |
|                                                                                                                                                                                                                                                                                                                                      |

|                                                                  |  December                31, 2004  |  December                31, 2003  |  December                31, 2002  |
|-----------------------------------------------------------------------|----------------------------------------------|----------------------------------------------|----------------------------------------------|
|                                                                  |                                         |  (restated)                        |                                         |
|                                                                  |  Oil                               |  Gas                               |  Oil                               |  Gas  |  Oil  |  Gas  |
|                                                                  |  (BBL)                             |  (MCF)                             |  (BBL)                             |  (MCF)  |  (BBL)  |  (MCF)  |
|                                                                  |                                         |                                         |                                         |   |   |   |
|  Proved                developed and undeveloped reserves:  |                                         |                                         |                                         |   |   |   |
|  Beginning                of year                           |  162                               |  1,251,548                         |  150                               |  1,492,245  |  164  |  1,684,757  |
|  Revisions                of previous estimates             |  -                                 |  (374,408)                         |  37                                |  (115,365)  |  15  |  40,066  |
|  Net                reserve additions                       |  -                                 |  -                                 |  -                                 |  36,982  |  -  |  -  |
|  Production                                                 |      -         |  (134,739)                         |  (25)                              |  (162,314)  |  (29)  |  (232,578)  |
|                                                                  |                                         |                                         |                                         |   |   |   |
|  End                of year                                 |  162                               |  742,401                           |  162                               |  1,251,548  |  150  |  1,492,245  |
|                                                                  |                                         |                                         |                                         |   |   |   |
|  Proved                developed reserves:                  |                                         |                                         |                                         |   |   |   |
|  Beginning                of year                           |  162                               |  1,251,548                         |  150                               |  1,492,245  |  164  |  1,684,757  |
|                                                                  |                                         |                                         |                                         |   |   |   |
|  End                of year                                 |  162                               |  742,401                           |  162                               |  1,251,548  |  150  |  1,492,245  |
|                                                                  |                                         |                                         |                                         |   |   |   |

|  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, 2004, 2003, and 2002.  |
|                                                                                                                                                                |
|  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.    |
|     |                                                                                                                                                                                                                          |

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|--------------------|
|     |
|  46      |
|     |
|     |

|         Supplemental                Information (unaudited)                                                                             |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|         Page                Four                                                                                                        |
|                                                                                                                                                                       |
|  Standardized                Measure Of Discounted Future Net Cash Flows Relating To Proved Oil                And Gas                Reserves                (Continued)  |
|                                                                                                                                                                       |

|  (4)     |  The                resulting future net revenue streams are reduced to present value                amounts                by applying a ten percent discount.  |
|--------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     |                                                                                                                                                             |

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

|                                                                                |  December                31,                                                |  December                31,                          |  December                31,                          |
|-------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------|-----------------------------------------------------------------|-----------------------------------------------------------------|
|                                                                                |  2004                                                                       |  2003                                                 |  2002                                                 |
|                                                                                |                                                                                  |  (restated)                                           |                                                            |
|                                                                                |                                                                                  |                                                            |                                                            |
|  Future                cash in flows                                      |  $      5,248,091                        |  $    5,973,197              |  $    5,791,416              |
|  Future                production and development costs                   |        (989,549)                              |        (1,376,902)      |   (1,297,906)                                    |
|  Future                income tax expenses                                |        (1,357,948)                            |       (1,134,811)            |       (1,202,626)            |
|  Future                net cash flows                                     |         2,900,595                   |        3,461,484   |        3,290,884   |
|  10%                annual discount for estimated timing of cash flows    |            942,358   |        1,190,852   |        1,066,614   |
|  Standardized                measure of discounted future net cash flow   |  $      1,958,238                        |  $    2,270,632              |  $    2,224,270              |
|                                                                                |                                                                                  |                                                            |                                                            |

|  *                Refer to the following table for analysis in changes in standardized                measure.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|  Changes                In Standardized Measure Of Discounted Future Net Cash Flow From Proved                Reserve Quantities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|  This                statement discloses the sources of changes in the standardized measure                from year to year. The amount reported as "Net changes in prices                and                production costs" represents the present value of changes in prices                and                production costs multiplied by estimates of proved reserves as of                the                beginning of the year. The "accretion of discount" was computed by                multiplying the ten percent discount factor by the standardized measure                as                of the beginning of the year. The "Sales of oil and gas produced,                net of                production costs" is expressed in actual dollar amounts. "Revisions                of                previous quantity estimates" is expressed at year-end prices.  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|  47                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|         Supplemental                Information (unaudited)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|         Page                Five                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|  Changes                In Standardized Measure Of Discounted Future Net Cash Flow From Proved                Reserve Quantities                (Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|  The                "Net change in income taxes" is computed as the change in present                value of                future income taxes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |

|                                                                                   |  December                31,                                                                                                                        |  December                31,                                                                                                                        |  December                31,                                                                                                                        |
|----------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                   |  2004                                                                                                                                               |  2003                                                                                                                                               |  2002                                                                                                                                               |
|                                                                                   |                                                                                                                                                          |  (restated)                                                                                                                                         |                                                                                                                                                          |
|  Standardized                measure - beginning of period                   |  $       2,270,632                                                                                          |  $      2,224,270                                                                                                |  $      1,005,010                                                                                                |
|                                                                                   |                                                                                                                                                          |                                                                                                                                                          |                                                                                                                                                          |
|  Sales                of oil and gas produced, net of production costs       |            (655,373)                                                                              |            (748,906)                                                                              |            (547,301)                                                                              |
|  Revisions                of estimates of reserves provided in prior years:  |                                                                                                                                                          |                                                                                                                                                          |                                                                                                                                                          |
|  Net                changes in prices                                        |             1,705,515                                                                   |             969,281                                                                     |          2,432,433                                                                                     |
|  Revisions                of previous quantity estimates                     |            -                                                                                      |            (171,355)                                                                              |             166,536                                                                     |
|  Extensions                and discoveries                                   |             270,891                                                                     |             102,382                                                                     |                         -   |
|  Purchases                of minerals in place                               |                         -   |                         -   |                         -   |
|  Accretion                of discount                                        |             248,494                                                                     |             263,451                                                                     |             274,545                                                                     |
|  Changes                in production rates (timing) and other               |            (1,658,785)                                                                            |            (436,306)                                                                              |            (334,874)                                                                              |
|  Net                change in income taxes                                   |               223,137                                                         |               67,815                                                          |            (772,079)                                                                              |
|                                                                                   |                                                                                                                                                          |                                                                                                                                                          |                                                                                                                                                          |
|  Net                increase (decrease)                                      |              (312,394)                                                             |               46,362                                                          |          1,219,260                                                                                     |
|                                                                                   |                                                                                                                                                          |                                                                                                                                                          |                                                                                                                                                          |
|  **Standardized                measure - end of period**                     |  **$     1,958,238 **                                                                                                 |  **$     2,270,632 **                                                                                                 |  **$       2,224,270 **                                                                                     |
|                                                                                   |                                                                                                                                                          |                                                                                                                                                          |                                                                                                                                                          |
|                                                                                   |                                                                                                                                                          |                                                                                                                                                          |                                                                                                                                                          |

|     |
|--------------------|
|     |
|  48      |
|     |
|     |

|         Supplemental                Information (unaudited)  |
|-----------------------------------------------------------------------------------------------------------|
|         Page                Six                              |
|                                                                                            |
|  Quarterly                Financial Data (unaudited)                                            |
|                                                                                            |

|   |  2004  |
|--------|------------------|

|                                                          |  First                                                                    |  Second                                                         |  Third                                                    |  Fourth                                                                           |
|---------------------------------------------------------------|-------------------------------------------------------------------------------------|---------------------------------------------------------------------------|---------------------------------------------------------------------|---------------------------------------------------------------------------------------------|
|                                                          |  Quarter                                                                  |  Quarter                                                        |  Quarter                                                  |  Quarter                                                                          |
|                                                          |  (restated)                                                               |  (restated)                                                     |                                                                |  (restated)                                                                       |
|                                                          |                                                                                |                                                                      |                                                                |                                                                                        |
|  Operating                Revenues                  |  $  1,386,281                                                   |  $  1,134,910                                         |  $    223,006                         |  $     1,754,473                                         |
|                                                          |                                                                                |                                                                      |                                                                |                                                                                        |
|  Net                Income (Loss)                   |  $     255,258                                   |  $    (940,409)                             |  $   (479,104)                             |  $          (6,750)             |
|                                                          |                                                                                |                                                                      |                                                                |                                                                                        |
|  Net                Income (Loss) per Common Share  |  $           0.01  |  $         (0.05)  |  $        (0.02)  |  $            (0.00)  |
|                                                          |                                                                                |                                                                      |                                                                |                                                                                        |

|  (restated)  |  2003  |
|------------------------|------------------|

|                                                          |  First                                                                      |  Second                                                               |  Third                                                                                |  Fourth                                                                                     |
|---------------------------------------------------------------|---------------------------------------------------------------------------------------|---------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------|
|                                                          |  Quarter                                                                    |  Quarter                                                              |  Quarter                                                                              |  Quarter                                                                                    |
|                                                          |                                                                                  |                                                                            |  (restated)                                                                           |  (restated)                                                                                 |
|                                                          |                                                                                  |                                                                            |                                                                                            |                                                                                                  |
|  Operating                Revenues                  |  $       276,780                    |  $   1,190,371                                    |  $   3,137,062                                                    |   $    1,860,032                                              |
|                                                          |                                                                                  |                                                                            |                                                                                            |                                                                                                  |
|  Net                Income (Loss)                   |  $     (421,407)                                   |  $    (152,183)                                   |  $   172,570                                                      |   $       896,129                                   |
|                                                          |                                                                                  |                                                                            |                                                                                            |                                                                                                  |
|  Net                Income (Loss) per Common Share  |  $           (0.02)  |  $          (0.01)  |  $            0.01   |   $             0.04  |
|                                                          |                                                                                  |                                                                            |                                                                                            |                                                                                                  |

|   |  2002  |
|--------|------------------|

|                                                          |  First                                                                      |  Second                                                               |  Third                                                                                |  Fourth                                                                                     |
|---------------------------------------------------------------|---------------------------------------------------------------------------------------|---------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------|
|                                                          |  Quarter                                                                    |  Quarter                                                              |  Quarter                                                                              |  Quarter                                                                                    |
|                                                          |                                                                                  |                                                                            |                                                                                            |                                                                                                  |
|  Operating                Revenues                  |  $       182,734                    |  $      857,241                    |  $   3,923,875                                                    |  $       1,321,058                                  |
|                                                          |                                                                                  |                                                                            |                                                                                            |                                                                                                  |
|  Net                Income (Loss)                   |  $     (264,117)                                   |  $    (360,283)                                   |  $   1,071,553                                                    |  $          321,977                  |
|                                                          |                                                                                  |                                                                            |                                                                                            |                                                                                                  |
|  Net                Income (Loss) per Common Share  |  $           (0.01)  |  $          (0.02)  |  $            0.05   |  $             0.02   |
|                                                          |                                                                                  |                                                                            |                                                                                            |                                                                                                  |

|     |
|--------------------|
|     |
|  49      |
|     |
|     |

|  **Item                9A.    Controls and Procedures**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|  *Evaluation                of Disclosure Controls*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|  The                Company conducted an evaluation, under the supervision and with the                participation of the Company's principal executive officer and principal                financial officer, of the effectiveness of the design and operation                of the                Company's disclosure controls and procedures (as defined in the Securities                Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of December                31,                2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|  Based                upon that evaluation, the Chief Executive Officer and Chief Financial                Officer concluded that the Company's disclosure controls and procedures                as                of the end of the period covered by this report were not effective                as a                result of material weaknesses in internal controls as of December                31, 2004                as discussed below.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|  *Management                Report on Internal Control*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|  Management                is responsible for establishing and maintaining adequate internal                control                over financial reporting of the Company. Internal control over financial                reporting is a process designed to provide reasonable assurance regarding                the reliability of financial reporting and the preparation of financial                statements for external purposes in accordance with accounting principles                generally accepted in the United States of America.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|  The                Company's internal control over financial reporting includes those                policies and procedures that (i) pertain to the maintenance of records                that, in reasonable detail, accurately and fairly reflect the transactions                and dispositions of the assets of the company; (ii) provide reasonable                assurance that transactions are recorded as necessary to permit                preparation of financial statements in accordance with accounting                principles generally accepted in the United States of America, and                that                receipts and expenditures of the Company are being made only in accordance                with authorizations of management and directors of the Company; and                (iii)                provide reasonable assurance regarding prevention or timely detection                of                unauthorized acquisition, use or disposition of the Company's assets                that                could have a material effect on the financial statements.   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|  Management                conducted an evaluation of the effectiveness of internal control                over                financial reporting based on the framework in Internal Control-Integrated                Framework issued by the Committee of Sponsoring Organizations of                the                Treadway Commission. Based on this evaluation, management concluded                that                the Company's internal control over financial reporting was not effective                as of December 31, 2004. Management identified internal control                deficiencies, which, in management's judgment, represented material                weaknesses in internal control over financial reporting. The control                deficiencies generally related to:                                                                                                                                                                                                                                                                                                            |

|  (i)            |  The                following company-level controls:                                                                                                                                                                                                                                                                                       |
|---------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  -    |  Insufficient                personnel with appropriate qualifications and training in key accounting                roles, and ineffective assignment of authority and responsibility                resulting from the limited accounting personnel;                                                                                      |
|  -    |  No                consistent risk assessment process;                                                                                                                                                                                                                                                                                      |
|  -    |  Inadequate                controls to monitor the results of operations and other control                activities;                                                                                                                                                                                                                       |
|  -    |  Inconsistent                or inadequate policies and procedures which affect the information                and                communication controls throughout the company;                                                                                                                                                            |
|  -    |  Incompatibility                of duties surrounding financial reporting and control                activities;                                                                                                                                                                                                                            |
|  -    |  Inadequate                controls over the period-end financial reporting process including                the                lack of procedures used for calculating significant estimates, performing                consolidation entries, and considering the possibility of unrecorded                transactions and disclosures.  |
|  (ii)           |  The                discovery of a material error, which resulted in a restatement of                previously issued financial statements.                                                                                                                                                                                                |
|            |                                                                                                                                                                                                                                                                                                                                        |

|  A                material weakness in internal controls is a significant deficiency,                or                combination of significant deficiencies, that results in more than                a                remote likelihood that a material misstatement of the financial statements                would not be prevented or detected on a timely basis by the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|  Management                will continue to evaluate the effectiveness of Tri Valley Corporation's                disclosure controls and procedures and internal controls over financial                reporting on an ongoing basis and will take further action and implement                improvements as necessary.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|  50                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|  Management's                assessment of the effectiveness of the Company's internal control                over                financial reporting as of December 31, 2004 has been audited by Brown                Armstrong Paulden McCown Starbuck & Keeter Accountancy Corporation, an                independent registered public accounting firm, as stated in their                report,                which is included herein.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   There                has been no change in the Company's internal control over financial                reporting that occurred during the fourth fiscal quarter of 2004                that has                materially affected, or is reasonably likely to materially affect,                the                Company's internal control over financial reporting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|  **Report                of Independent Registered Public Accounting Firm**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|  **To                the Board of Directors and**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|  **Stockholders                of Tri-Valley Corporation**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|  **Bakersfield,                CA**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|  We                have audited management's assessment, included in the accompanying                Management's Report on Internal Control over Financial Reporting,                that                Tri-Valley Corporation did not maintain effective internal control                over                financial reporting as of December 31, 2004, because of the material                weaknesses identified in management's assessment based on criteria                established in Internal Control-Integrated Framework issued by the                Committee of Sponsoring Organization of the Treadway Commission (COSO).                Tri-Valley Corporation's management is responsible for maintaining                effective internal control over financial reporting and for its assessment                of the effectiveness of internal control over financial reporting.                Our                responsibility is to express an opinion on management's assessment                and an                opinion on the effectiveness of the company's internal control over                financial reporting based on our audit.                                                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|  We                conducted our audit in accordance with the standards of the Public                Company                Accounting Oversight Board (United States). Those standards require                that                we plan and perform the audit to obtain reasonable assurance about                whether                effective internal control over financial reporting was maintained                in all                material respects. Our audit included obtaining an understanding                of                internal control over financial reporting, evaluating management's                assessment, testing and evaluating the design and operating effectiveness                of internal control, and performing such other procedures as we considered                necessary in the circumstances. We believe that our audit provides                a                reasonable basis for our opinion.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|  A                company's internal control over financial reporting is a process                designed                to provide reasonable assurance regarding the reliability of financial                reporting and the preparation of financial statements for external                purposes in accordance with generally accepted accounting principles.                A                company's internal control over financial reporting includes those                policies and procedures that (1) pertain to the maintenance of records                that, in reasonable detail, accurately and fairly reflect the transactions                and dispositions of the assets of the company; (2) provide reasonable                assurance that transactions are recorded as necessary to permit                preparation of financial statements in accordance with generally                accepted                accounting principles, and that receipts and expenditures of the                company                are being made only in accordance with authorizations of management                and                directors of the company; and (3) provide reasonable assurance regarding                prevention or timely detection of unauthorized acquisition, use,                or                disposition of the company's assets that could have a material effect                on                the financial statements.  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|  Because                of its inherent limitations, internal control over financial reporting                may                not prevent or detect misstatements. Also, projections of any evaluation                of effectiveness to future periods are subject to the risk that controls                may become inadequate because of changes in conditions, or that the                degree                of compliance with the policies or procedures may                deteriorate.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|  A                material weakness is a control deficiency, or combination of control                deficiencies, that results in more than a remote likelihood that                a                material misstatement of the annual or interim financial statements                will                not be prevented or detected. The following material weaknesses have                been                identified and included in management's assessment. Insufficient                personnel                with appropriate qualifications and training in key accounting roles,                and                ineffective assignment of authority and responsibility resulting                from the                limited accounting personnel; no consistent risk assessment process;                inadequate controls to monitor the results of operations and other                control                activities; inconsistent or inadequate policies and procedures which                affect the information and communication controls throughout the                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|  51                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |

|  company;                incompatibility of duties surrounding financial reporting and control                activities; controls over the period-end financial reporting process                including the procedures used for calculating significant estimates,                performing consolidation entries, and considering the ;possibility                of                unrecorded transactions and disclosures; and a material financial                statement error which resulted in a restatement of previously issued                financial statements                  These material weaknesses were considered in determining the nature,                timing, and extent of audit tests applied in our audit of the 2004                financial statements, and this report does not affect our report                dated                March 29, 2005 on those financial statements.                                                                                                                                                                   |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|  In                our opinion, management's assessment that Tri-Valley Corporation                did not                maintain effective internal control over financial reporting as of                December 31, 2004, is fairly stated, in all material respects, based                on                criteria established in Internal Control-Integrated Framework issued                by                the Committee of Sponsoring Organizations of the Treadway Commission                (COSO). Also, in our opinion, because of the effect of the material                weaknesses described above on the achievement of the objectives of                the                control criteria, Tri-Valley Corporation has not maintained effective                internal control over financial reporting as of December 31, 2004,                based                on criteria established in Internal Control-Integrated Framework                issued by                the Committee of Sponsoring Organizations of the Treadway Commission                (COSO).  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |

|  BROWN                ARMSTRONG PAULDEN  McCOWN                STARBUCK & KEETER  ACCOUNTANCY                CORPORATION  Bakersfield,                CA  March                29, 2005  |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|     |
|--------------------|
|  52      |
|     |
|     |

|  **PART                III**                                                                                                                                                                                                                                                                                     |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                             |
|  **ITEM                10 Directors and Executive Officers of the                Registrant**                                                                                                                                                                                                                    |
|                                                                                                                                                                                                                                                                                                             |
|  All                directors of the Company serve one year terms from the time of their                election to the time their successor is elected and qualified. The                following information is furnished with respect to each director                and                executive officer:  |

|                                   |     |  Year                First          |                                                    |
|--------------------------------------------------|--------------------|-----------------------------------------------|-------------------------------------------------------------------|
|                                   |     |  Became                Director or  |  Position                With                           |
|  Name                of Director       |  Age     |  Executive                Officer   |  Company                                                |
|                                   |     |                                |                                                    |
|  F.                Lynn Blystone       |  69      |  1974                               |  President,                CEO, Director, TVC           |
|                                   |     |                                |  CEO                and Director, TVOG                  |
|                                   |     |                                |  President,                CEO, Director, TVPC          |
|                                   |     |                                |                                                    |
|  Dennis                P. Lockhart(1)  |  57      |  1982                               |  Director                                               |
|                                   |     |                                |                                                    |
|  Milton                J. Carlson(1)   |  74      |  1985                               |  Director                                               |
|                                   |     |                                |                                                    |
|  Harold                J. Noyes (2)    |  56      |  2002                               |  Director                                               |
|                                   |     |                                |                                                    |
|  Loren                J. Miller(1)     |  59      |  1992                               |  Director                                               |
|                                   |     |                                |                                                    |
|  C.                Chase Hoffman (2)   |  81      |  2000                               |  Director                                               |
|                                   |     |                                |                                                    |
|  Thomas                J. Cunningham   |  62      |  1997                               |  Treasurer,                Chief Financial Officer and  |
|                                   |     |                                |  Secretary,                TVC, TVOG, and TVPC          |
|                                   |     |                                |                                                    |
|  Joseph                R. Kandle       |  62      |  1999                               |  President,                TVOG                         |
|                                   |     |                                |                                                    |

|  (1)-                Member of Audit Committee        |
|-----------------------------------------------------------------|
|                                                  |
|  (2)                Member of Compensation Committee  |
|                                                  |

|  **F.                Lynn Blystone - 69**  |  President                and Chief Executive Officer of Tri-Valley Corporation and Tri-Valley                Power                Corporation, CEO of Tri-Valley Oil & Gas Company and Select Resources                Corporation, which are three wholly owned subsidiaries of Tri-Valley                Corporation, Bakersfield, California, Chairman of Alpha Minerals&                Chemicals. LLC  |  1974    |
|------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------|
|                                       |                                                                                                                                                                                                                                                                                                                                                                                                                 |     |

|  Mr.                Blystone became president of Tri-Valley Corporation in October, 1981,                and                was nominally vice president from July to October, 1981. His background                includes institution management, venture capital and various management                functions for a mainline pipeline contractor including the Trans                Alaska                Pipeline Project. He has founded, run and sold companies in several                fields                including Learjet charter, commercial construction, municipal finance                and                land development. He is also president of a family corporation, Bandera                Land Company, Inc., with real estate interests in Kern, Riverside                and                Orange Counties California. A graduate of Whittler College, California,                he                did graduate work at George Williams College, Illinois in organization                management. He gives full time to Tri-Valley.  |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                 53                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |

|  **Dennis                P. Lockhart - 57**  |  Director  |  1982    |
|--------------------------------------------------------|----------------------|--------------------|
|                                         |       |     |

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

|  **Milton                J. Carlson - 74**  |  Director  |  1985    |
|-------------------------------------------------------|----------------------|--------------------|
|                                        |       |     |

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

|  **Loren                J. Miller, CPA - 59**  |  Director  |  1992    |
|----------------------------------------------------------|----------------------|--------------------|
|                                           |       |     |

|  Mr.                Miller has served in a treasury and other senior financial capacities                at                the Jankovich Company since 1994. Prior to that he served successively                as                vice president and chief financial officer of Hershey Oil Corporation                from                1987 to 1990 and Mock Resources from 1991 to 1992. Prior to that                he was                vice president and general manager of Tosco Production Finance Corporation                from 1975 to 1986 and was a senior auditor the accounting firm of                Touche                Ross & Company from 1968 to 1973. He is experienced in exploration,                production, product trading, refining and distribution as well as                corporate finance. He holds a B.S. in accounting and a M.B.A. in                finance                from the University of Southern California. Mr. Miller is an independent                member of our Board of Directors.  |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |

|  **Harold                J. Noyes - 56**  |  Director,                President of Select Resources Corporation, a wholly owned subsidiary                of                Tri-Valley Corporation, Director of Tri-Valley Corporation, Director                of                Alpha Minerals & Chemicals, LLC  |  2002    |
|-----------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------|
|                                      |                                                                                                                                                                                                                                                                       |     |

|  Since                January 2005 he has been president of Select Resources Corporation,                a                newly formed wholly owned subsidiary of Tri-Valley Corporation. Prior                to                that he was the president of H.J. Noyes and Associates, Inc., a firm                that                provides consulting and business development services to the minerals                industry. Dr. Noyes is currently a senior program manager with Pacific                Northwest National Laboratory. He served October 2001 through October                2002                as vice president, marketing and business development for Blake Street                Investments, Inc., a money management and investment advisory firm.                From                1997 to 2000 he was president of North Star Exploration, Inc. He                was                manager, resource development for Doyon Limited from 1983 to 1997.                Dr.                Noyes graduated from the University of Minnesota Magna Cum Laude                in                geology and took his Ph.D. in geology and geochemistry at the                Massachusetts Institute of Technology. Later he earned a Masters                in                Business Administration at the University of Chicago. In 2004, Mr.                Noyes                was an independent member of our board of directors.  |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  54  |     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |     |     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |     |     |

|  **C.                Chase Hoffman - 81**  |  Director  |  2000    |
|------------------------------------------------------|----------------------|--------------------|
|                                       |       |     |

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

|     **Thomas                J. Cunningham - 62**  |  Secretary,                Treasurer and Chief Financial Officer of Tri-Valley Corporation,                and its                wholly owned subsidiaries, Tri-Valley Oil & Gas Company, Tri-Valley                Power Corporation and Select Resources Corporation, Bakersfield,                California,  CFO                and Director of Alpha Minerals & Chemicals  |  1997    |
|----------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------|
|                                                             |                                                                                                                                                                                                                                                                                                                                                                                               |     |

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

|  **Joseph                R. Kandle - 62**  |  President                and Chief Operating Officer Tri-Valley Oil & Gas Company, wholly owned                subsidiary of Tri-Valley Corporation Bakersfield, California  |  1998    |
|------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------|
|                                       |                                                                                                                                                                              |     |

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

|  Audit                Committee                                                                                                                                                                                                                                                                                                                              |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                         |
|  The                independent directors that serve on the audit committee are Loren                J.                Miller, Dennis P. Lockhart and Milton J. Carlson. The board of directors                has determined that Loren J. Miller is considered to be the audit                committee financial expert. Please see his biography above.  |
|                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                         |
|  55                                                                                                                                                                                                                                                                                                                                                          |
|                                                                                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                         |

|  Compliance                with Section 16(a) of the Exchange Act                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|  Section                16(a) of the Securities Exchange Act of 1934 and Securities and Exchange                Commission regulations require that the Company's directors, certain                officers, and greater than 10 percent shareholders file reports of                ownership and changes in ownership with the SEC and must furnish                the                Company with copies of all such reports they file. Based solely on                the                information furnished to the Company, we believe that no person failed                to                file required Section 16(a) reports on a timely basis during or in                respect                of 2001.  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|  Code                of Ethics                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|  We                have adopted a code of ethics that applies to our chief executive                officer                and chief financial officer. A copy of the code of ethics is attached                to                this 10-K Report as and exhibit.                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|  **ITEM                11 Executive Compensation**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|  The                following table summarizes the compensation of the chairman of the                board                and the president of the Company and its subsidiaries, F. Lynn Blystone                (the "Named Officer"), for the fiscal year ended December 31, 2004,                2003,                and 2002.                                                                                                                                                                                                                                                                                                                                                                                      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|  Independent                directors C. Chase Hoffman and Harold J. Noyes served as the compensation                committee for fiscal year 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |

|                                       |                            |                                  |  Long                Term  |
|------------------------------------------------------|-------------------------------------------|-------------------------------------------------|--------------------------------------|
|                                       |                            |                                  |  Compensation              |
|                                       |                            |  Annual                Compensation   |  Awards                    |
|  (a)                                       |  (b)                            |  (                c                )  |  (d)                       |  (e)  |
|                                       |                            |                                  |  Other                     |  Securities  |
|  Name                                      |  Period                Covered  |  Salary                               |  Compensation              |  Underlying                Options  |
|                                                 |                                      |                                            |                                 |   |
|  F.                Lynn                    |  FYE                12/31/04    |  $108,900              |  $25,000                   |     |
|    Blystone,                CEO  |  FYE                12/31/03    |  $ 99,000         |  $50,000                   |     |
|                                       |  FYE                12/31/02    |  $ 99,000         |  $50,000                   |     |
|                                       |                            |                                  |                       |     |

|  **Employment                Agreement with Our President**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|  We                have an employment agreement with F. Lynn Blystone, our President                and                Chief Executive Officer, which ended in August 2002, and was automatically                renewable for three one-year periods after 2002, unless terminated                by                giving 90 days written notice. The base salary amount is $99,000                per year                plus 5,000 shares of our common stock at the end of each year of                service.                Mr. Blystone is also entitled to a bonus (not to exceed $25,000)                equal to                10% of net operating cash flow before taxes, including interest income                and                excluding debt service. Mr. Blystone is also entitled to a bonus                of 4% of                the company's annual net after-tax income. The total of the bonuses                from                cash flow and net income may not exceed $50,000 per year. The                employment agreement also provides a severance payment to Mr. Blystone                if                he is terminated within 12 months after a sale of control of Tri-Valley.                The severance payment equals $150,000. For purposes of the severance                provision, a sale of control is deemed to be the sale of ownership                of 30%                of the outstanding stock of Tri-Valley or the acquisition by one                person of                enough stock to appoint a majority of the board of directors of the                company.  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|  We                carry key man life insurance of $500,000 on Mr. Blystone's                life.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
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|  **Compensation                Committee Report**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
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|  The                Compensation Committee Report will be filed with the proxy statement                for                the annual shareholders meeting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
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|  56                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
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|  The                Compensation Committee of the Board of Directors and the Chairman                conducted a compensation survey during 2004 to assess the appropriateness                of the compensation of Tri-Valley's senior management team. The survey                included review of contemporary publicly available literature and                informal                discussions with representatives of other comparable companies. The                literature survey included review of published summaries of compensation                for executives and senior professionals in the oil and gas industry                and                for executives in companies of similar market capitalization. Informal                discussions with industry representatives were conducted among peers                in                the oil and gas and minerals industries. The survey indicated that                compensation of Tri-Valley's executives was substantially below industry                standards. This situation reflected Tri-Valley's conservative history                of                keeping salaries low during previous downturns in the Company's core                business. However, considering the extremely competitive nature of                the oil                and gas industry, the importance of Tri-Valley's management team,                and the                anticipated future development opportunities in Tri-Valley's business                lines, it was determined appropriate to provide salary increases                to                Tri-Valley's executives. The salary adjustments provide a compensation                package that is more consistent with similar positions in the industry.                  |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|  C.                Chase Hoffman                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|  Harold                J. Noyes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|  Members                of the Compensation Committee                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
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|  **Aggregated                2004 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                2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |

|  **(                a )**         |  **(b)**                                                                               |  **(c)**                    |  **(d)**                                    |  **(e)**                                  |
|---------------------------------------------|--------------------------------------------------------------------------------------------------|---------------------------------------|-------------------------------------------------------|-----------------------------------------------------|
|                              |                                                                                   |                        |  Number                of Securities        |  Value                of Unexercised In-  |
|                                        |                                                                                             |                                  |  Underlying                Unexercised      |  The-Money                Options/SARs    |
|                              |                                                                                   |                        |  Options/SARs                at FY-End (#)  |  at                FY-End ($)*            |
|                              |  Shares                  Acquired  On                Exercise (#)  |                        |                                        |                                      |
|  Name                             |  Value                Realized                ($)                                      |  Exercisable/Unexercisable  |  Exercisable/Unexercisable                  |
|  F.                Lynn Blystone  |  17,000                                                                                |  $41,970                    |  857,600/0                                  |  $9,414,148/0                             |
|                              |                                                                                   |                        |                                        |                                      |
|  C.                Chase Hoffman  |  200,000                                                                               |  $1,049,000                 |                                        |                                      |
|                              |                                                                                   |                        |                                        |                                      |
|  Loren                J.Miller    |  220,000                                                                               |  $1,324,500                 |  50,000                                     |  $490,000                                 |

|           *Based                on a fair market value of $12.23 per share, which was the closing                price of                the Company's Common Stock on the American Stock Exchange on December                31,                2004.  |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                 |
|  No                additional stock options were granted in 2004.                                                                                                                                                                                                                                    |
|                                                                                                                                                                                                                                                                                                 |
|  **Compensation                of Directors**                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                 |
|  The                Company compensates non-employee directors for their service on the                board                of directors.                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                 |
|  The                following table sets forth information regarding the cash compensation                paid to outside directors in 2004.                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                 |

|  **(a)**                        |  **(b)**   |  **(c)**                               |
|-------------------------------------------|----------------------|--------------------------------------------------|
|  **Name**                       |  **Fees**  |  **Restricted                Shares**  |
|                                      |                 |                                             |
|  Harry                J. Noyes  |  $5,650    |  4,000                                 |
|                            |       |                                   |
|  Milton                Carlson  |  $6,600    |  4,000                                 |
|                            |       |                                   |

|  57      |
|--------------------|
|     |
|     |

|  **(a)**                            |  **(b)**   |  **(c)**                               |
|-----------------------------------------------|----------------------|--------------------------------------------------|
|  **Name**                           |  **Fees**  |  **Restricted                Shares**  |
|                                |       |                                   |
|  Dennis                P. Lockhart  |  $6,350    |  4,000                                 |
|                                |       |                                   |
|  Loren                J. Miller     |  $7,000    |  4,000                                 |
|                                |       |                                   |
|  C.                Chase Hoffman    |  $6,050    |  4,000                                 |
|                                |       |                                   |

|  **Performance                Graph**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|  The                following stock price performance graph is included in accordance                with the                SEC's executive compensation disclosure rules and is intended to                allow                stockholders to review our executive compensation policies in light                of                corresponding stockholder returns, expressed in terms of the appreciation                of our common stock relative to two broad-based stock performance                indices.                The information is included for historical comparative purposes only                and                should not be considered indicative of future stock performance.                The graph                compares the yearly percentage change in the cumulative total stockholder                return on our common stock with the cumulative total return of Royale                Energy, Inc., Parallel Petroleum Corporation and Equity Oil Company                from                December 31, 2000 through December 31,   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|  2004.                On July 20, 2004, Whiting Petroleum Corporation and Equity Oil Company                completed their merger, resulting in Equity becoming a wholly-owned                subsidiary of Whiting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|  Total                returns assume $100 invested on December 31, 2000 in shares of Tri-Valley                Corporation, Royale Energy Inc., Parallel Petroleum Corporation,                and                Equity Oil Company, assuming reinvestment of dividends for each                measurement period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |

|  Total                Return Analysis     |                                                                                        |                                                                                                         |                                                                                             |                                                                                              |                                                                                        |
|-----------------------------------------------------|---------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------|
|                                                |  12/31/2000                                                                       |  12/31/2001                                                                                        |  12/31/2002                                                                            |  12/31/2003                                                                             |  12/31/2004                                                                       |
|  Tri-Valley                Corp           |   $          100.00   |   $             98.77   |   $            86.42  |   $           271.60   |   $          754.94   |
|  Royale                Energy, Inc.       |   $          100.00   |   $           101.18                   |   $            92.34  |   $           241.06        |   $          141.45   |
|  Parallel                Petroleum Corp.  |   $          100.00   |   $             83.46        |   $            71.92  |   $           114.17        |   $          141.47   |
|  Equity                Oil Co.            |   $          100.00   |   $             51.43        |   $            57.14  |   $           112.29        |   $          864.29   |
|                                                |                                                                                        |                                                                                                         |                                                                                             |                                                                                              |                                                                                        |

|  **ITEM                12 Security Ownership of Certain Beneficial Owners and                Management**                                                                                                                                                                                                                  |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                       |
|  As                of December 31, 2004, there were 21,836,052 shares of the Company's                common                stock outstanding. The following persons were known by the Company                to be                the beneficial owners of more than 5% of such outstanding common                stock:  |
|                                                                                                                                                                                                                                                                                                                       |

|                                                                                                                      |  Number                of  |  Percent                of  |
|-------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------|---------------------------------------|
|  Name                and Address                                                                                          |  Shares                    |  Total                      |
|                                                                                                                      |                       |                        |
|  F.                Lynn Blystone  P.O.                Box 1105  Bakersfield,                CA 93302  |  1,295,603(1)              |  5.7%                       |
|                                                                                                                      |                       |                        |

|  Includes                857,600 shares of stock Mr. Blystone has the right to acquire upon                the                exercise of options.                                                                                                                                                                                                      |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                    |
|  The                following table sets forth the beneficial ownership of the Company's                common stock as of December 31, 2004 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:  |
|                                                                                                                                                                                                                                                                                                                                                    |
|  58                                                                                                                                                                                                                                                                                                                                                     |
|                                                                                                                                                                                                                                                                                                                                                    |
|                                                                                                                                                                                                                                                                                                                                                    |

|                             |  Number                of  |  Percent                of  |
|--------------------------------------------------------------------------|--------------------------------------|---------------------------------------|
|  Directors                                                     |  Shares(1)                 |  Total(2)                   |
|                                                           |                       |                        |
|  F.                Lynn Blystone                               |  1,295,603                 |  5.7%                       |
|                                                           |                       |                        |
|  Dennis                P. Lockhart                             |  345,191                   |  1.6%                       |
|                                                           |                       |                        |
|  Milton                J. Carlson                              |  349,000                   |  1.6%                       |
|                                                           |                       |                        |
|  Loren                J. Miller                                |  309,300                   |  1.4%                       |
|                                                           |                       |                        |
|  Harold                J. Noyes                                |  114,000                   |  0.5%                       |
|                                                           |                       |                        |
|  C.                Chase Hoffman                               |  271,500                   |  1.2%                       |
|                                                           |                       |                        |
|  Total                group                (all directors and  |                       |                        |
|  Executive                officers - 6 persons)                |  2,684,594                 |  12.0%                      |
|                                                           |                       |                        |

|  (1)     |  Includes                shares which the listed shareholder has the right to acquire from                options                as follows: Dennis P. Lockhart 270,000; Milton J. Carlson 268,000;                Loren                J. Miller 50,000, Harold J. Noyes 100,000; F. Lynn Blystone                857,600.                                                             |
|--------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     |                                                                                                                                                                                                                                                                                                                                                                                    |
|  (2)     |  Based                on total outstanding shares of 21,836,052 as of December 31, 2004.                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.  |
|     |                                                                                                                                                                                                                                                                                                                                                                                    |

|  **ITEM                14 Principal Accountant Fees and Services**  |
|-------------------------------------------------------------------------------|
|                                                                |

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  2004     |  2003     |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------|---------------------|
|  Audit                Fees                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  $71,955  |  $51,855  |
|  Audit-Related                Fees                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  10,464   |  6,474    |
|  Tax                Fees                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  11,725   |  20,096   |
|  All                Other Fees                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  17,882   |  5,375    |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |      |      |
|  Tri-Valley's                audit committee charter provides that the audit committee is responsible                for determining the independence of the company's outside auditor                and must                approve in advance, all audit and non-audit services provided by                the                outside auditor. All                services listed as "Other Fees" in the foregoing table, consisting                of                advice on compliance with SEC reporting requirements and review of                management's report on internal control over financial reporting                were                approved by the audit committee in advance.  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|  **ITEM                15 Exhibits and Financial Statement Schedules**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |

|  Exhibit  |     |                                                                                                                                                                                                                                                            |
|---------------------|--------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  Number   |     |  Description                of Exhibit                                                                                                                                                                                                                          |
|      |     |                                                                                                                                                                                                                                                            |
|  3.1      |     |  Amended                and Restated Certificate of Incorporation, incorporated by reference                to                Exhibit A of the Company's 2000 Proxy Statement and Definitive Schedule                14A, filed with the SEC on July 26, 2000.  |
|  3.2      |     |  Amended                and Restated Bylaws, incorporated by reference to Exhibit 3.3 of                the                Company's Form 10-KSB for the year ended December 31, 1999, filed                with the                SEC on March 24, 2000.      |

|  59      |
|--------------------|
|     |

|     4.1  |     |  Rights                Agreement, incorporated by reference to Exhibit 99.1 of the Company's                Form                10-KSB for the year ended December 31, 1999, filed with the SEC on                March                24, 2000.                                                                                                |
|-----------------------------------|--------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  10.1                   |     |  Employment                Agreement with F. Lynn Blystone, incorporated by reference to Exhibit                10.1                of the Company's Form 10-KSB/A, Amendment No. 3 to Form 10-KSB for                the                year ended December 31, 2000, filed with the SEC on December 14,                2001.                  |
|  10.2                   |     |  Tri-Valley                Corporation 1999 Stock Option Plan, as amended, incorporated by reference                to Exhibit B of the Company's 1999 Proxy Statement and Definitive                Schedule                14A, filed with the SEC on October 1, 1999.                                                                        |
|  14.1                   |     |  Code                of Business Conduct & Ethics, incorporated by reference to Exhibit                14.1 of the Company's Form 10-K for the year ended December 31, 2004,                filed with the SEC on March 31, 2005                                                                                                            |
|  21.1                   |     |  Subsidiaries                of the Registrant, incorporated by reference to Exhibit 21.1 of the                Company's Form 10-K for the year ended December 31, 2004, filed with                the                SEC on March 31, 2005                                                                                                    |
|  31.1                   |     |  Certification                Pursuant to Rule 13a-14(a) / 15d-14(a), filed herewith                                                                                                                                                                                                                                                            |
|  31.2                   |     |  Certification                Pursuant to Rule 13a-14(a) / 15d-14(a), filed herewith                                                                                                                                                                                                                                                            |
|  32.1                   |     |  Certification                Pursuant to 18 U.S.C. Section 1350, filed herewith                                                                                                                                                                                                                                                                |
|  32.2                   |     |  Certification                Pursuant to 18 U.S.C. Section 1350, filed herewith                                                                                                                                                                                                                                                                |

|                                                                                                                                                                                                                                                                                                    |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  **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.  |
|                                                                                                                                                                                                                                                                                          |

|  December                21, 2005  |  */s/                F. Lynn Blystone*                           |
|----------------------------------------------|----------------------------------------------------------------------------|
|                               |  F.                Lynn Blystone                                 |
|                               |  President,                Chief Executive Officer and Director  |
|                               |                                                             |
|                               |                                                             |
|  December                21, 2005  |  */s/                Arthur M. Evans*                            |
|                               |  Arthur                M. Evans                                  |
|                               |  Chief                Financial Officer                          |

|     |
|--------------------|
|     |
|  60      |
|     |