TRI VALLEY CORP
10-K/A, 1996-09-12
OIL ROYALTY TRADERS
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10K/A
AMEND NUMBER 1




                           SECURITIES AND EXCHANGE COMMISSION
                                 Washington, D.C.  20549
                                        FORM 10-K
[X]    Annual Report Pursuant to Section 13 or 15 (d) of the
Securities Exchange
       Act of 1934 for the Fiscal Year Ended July 31, 1995 [Fee
Required]   or
[  ]   Transition Report Under Section 13 or 15(d) of the
Securities Exchange Act
       of 1934 [No Fee Required]
                               Commission File No. 2-67096
                                    TRI-VALLEY CORPORATION        
                      
                 (Exact Name of Registrant as Specified in its
Charter)
               Delaware                                         
84-0617433              
(State or Other Jurisdiction of                    (I.R.S. Employer
Identification
Number)
Incorporation or Organization)
               230 South Montclair Street, Suite 101, Bakersfield,
California 93309     
        
                        (Address of Principal Executive Offices)
Registrant's Telephone Number Including Area Code:  (805) 837-9300
Securities Registered Pursuant to Section 12(b) of the Act:     
None
Securities Registered Pursuant to Section 12(g) of the Act:
       Title of Each Class                         Name of Each
Exchange on Which
Registered
            Common                                       Electronic
Bulletin Board Nasdaq
                              $0.01 Par Value Common Stock
                                    (Title of Class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12
months (or for such shorter period that the registrant was required
to file such reports),
and (2) has been subject to such filing requirement for the past 90
days.                
 Yes     X   No 

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

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

As of May 20, 1996, 7,337,248 common shares were outstanding, and
the aggregate
market value of the common shares of Tri-Valley Corporation held by
non-affiliates was
approximately $800,000.

Documents incorporated by reference:      None
The total number of pages in this Form 10-K are 70.
The Index of Exhibits included in this Form 10-K is located at page
65.<PAGE>
                                          SIGNATURES


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


                                 , 1996By:                        
                         
                                          F. Lynn Blystone
                                          President, Chief
Executive Officer and Director

Pursuant to the requirements of the Securities Exchange Act of
1934, this Report has been
signed below by the following persons on behalf of the Registrant
and in the capacities and
on the dates included:


                                 , 1996By:                        
                         
                                          Earl H. Beistline,
Director


                                 , 1996By:                        
                         
                                          Milton J. Carlson,
Director


                                 , 1996By:                        
                         
                                          Dennis P. Lockhart,
Director


                                 , 1996By:                        
                         
                                          Loren Miller, Director


                                 , 1996By:                        
                         
                                          Terrance L. Stringer,
Director<PAGE>
[ARTICLE] 5
<TABLE>
<S>                             <C>                     <C>
[PERIOD-TYPE]                   YEAR                   YEAR
[FISCAL-YEAR-END]                          JUL-31-1995            
JUL-31-1994
[PERIOD-END]                               JUL-31-1995            
JUL-31-1994
[CASH]                                         228,704            
    183,478
[SECURITIES]                                         0            
          0
[RECEIVABLES]                                  295,340            
    473,167
[ALLOWANCES]                                         0            
          0
[INVENTORY]                                          0            
          0
[CURRENT-ASSETS]                               534,885            
    659,164
[PP&E]                                       3,196,436            
  3,056,344
[DEPRECIATION]                                 281,366            
    259,397
[TOTAL-ASSETS]                               3,825,053            
  3,852,315
[CURRENT-LIABILITIES]                        2,075,641            
  1,882,711
[BONDS]                                              0            
          0
[PREFERRED-MANDATORY]                                0            
          0
[PREFERRED]                                    300,000            
    300,000
[COMMON]                                        73,372            
     71,603
[OTHER-SE]                                   1,340,253            
  1,560,246
[TOTAL-LIABILITY-AND-EQUITY]                 3,825,053            
  3,852,315
[SALES]                                        368,759            
    595,667
[TOTAL-REVENUES]                               432,377            
    663,960
[CGS]                                          116,285            
     75,257
[TOTAL-COSTS]                                  737,621            
    956,376
[OTHER-EXPENSES]                                     0            
          0
[LOSS-PROVISION]                                     0            
          0
[INTEREST-EXPENSE]                                   0            
          0
[INCOME-PRETAX]                              (305,244)            
  (292,416)
[INCOME-TAX]                                     1,600            
      1,600
[INCOME-CONTINUING]                          (306,844)            
  (294,016)
[DISCONTINUED]                                       0            
          0
[EXTRAORDINARY]                                      0            
          0
[CHANGES]                                            0            
          0
[NET-INCOME]                                 (306,844)            
  (294,016)
[EPS-PRIMARY]                                    (.04)            
      (.04)
[EPS-DILUTED]                                    (.04)            
      (.04)
</TABLE>


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