SecProbe.io

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								July 12, 2005

Mr. Thomas J. Cunningham
Secretary, Treasurer, Chief Financial Officer
Tri-Valley Corporation
5555 Business Park South, Suite 200
Bakersfield, CA  93309

	Re:	Tri-Valley Corporation
		Form 10-K/A for Fiscal Year Ended December 31, 2004
Filed April 29, 2005
		Form 10-Q for Fiscal Quarter Ended March 31, 2005
      Filed May 10, 2005

Dear Mr. Cunningham:

      We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to all
other portions of your documents.  Where indicated, we think you
should revise your document in response to these comments.  If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.

Form 10-K for the Fiscal Year Ended December 31, 2004

Cover page

1. Your Commission File No. 0-6119 stated on the cover page does
not
correspond to the Commission File number on the EDGAR system.
Please
amend your filing to correct your Commission File number.

2. As instructed on Form 10-K, please indicate whether you are an
accelerated filer.

3. We note you disclosed the aggregated market value of the common
shares held by non-affiliates as of February 28, 2005. As
instructed
on Form 10-K, please disclose the aggregated market value
information
as of the last business day of your most recently completed second
fiscal quarter.

Oil and Gas Operations, page 4

4. We understand you only include proved developed reserves in
your
reserve studies and do not consider any proved undeveloped
reserves.
Please clarify whether you have any proved undeveloped reserves
and
provide disclosures required under paragraph 10 of SFAS No. 69 to
the
extent applicable.

5. We note you used year-end oil and gas prices and current levels
of
lease operating expenses to estimate the present value of the
future
net revenue to be derived from your proved developed oil and gas
reserves. Please explain to us what you mean by "current levels".

6. Referring to the table that sets forth your average sales price
and
average production cost per unit of oil and gas produced, please
explain to us why you were not able to determine the price per
barrel,
and what "total sales price of associated condensate" represents.

Management`s Discussion and Analysis of Financial Condition, page
7

Restatements, page 8

7. We note management discovered that the stock issued to the
board of
directors was inadvertently overpriced at the end of 2004, and as
a
result, you restated your 2004 consolidated financial statements
to
correct this error. A report on Form 8-K is required to be filed
or
furnished, as applicable, upon the occurrence of any of one or
more of
the events specified in the items in Section 1 - 6 and 9 of the
Form
8-K. Your discovery of the error appears to be meet the condition
under Item 4.02 of Form 8-K.  Please tell us whether you
considered
the Form 8-K reporting requirements.

Critical Accounting Policies, page 9

8. The disclosures of your critical accounting policies appear to
be
more descriptive of the accounting policies utilized, rather than
any
specific uncertainties underlying your estimates. These critical
accounting policies appear to have critical judgment and
estimation
attributes, but the disclosures you provide do not sufficiently
address these attributes.

Please revise your disclosures to address the material
implications of
the uncertainties that are associated with the methods,
assumptions
and estimates underlying your critical accounting estimates.
Specifically, you should provide the following:

(a) An analysis of the uncertainties involved in applying the
principle and the variability that is reasonably likely to result
from
its application.

(b) An analysis of how you arrived at the measure and how accurate
the
estimate or underlying assumptions have been in the past.

(c) An analysis of your specific sensitivity to change based on
outcomes that are reasonably likely to occur and have a material
effect.

Please refer to FRC Section 501.14 for further guidance.

Results of Operations, page 12

9. Your discussion provides limited insight into the underlying
reasons for the variances depicted in your results of operations.
Therefore, the extent to which your financial information is
indicative of expected future results is unclear.  Your
disclosures
should provide information about the quality and potential
variability
of earnings and cash flow, so that readers may ascertain the
likelihood that past performance is indicative of future
performance.

Please revise your results of operations discussion to include the
facts and circumstances underlying material trends, uncertainties,
demands, events and commitments.  Please refer to Instructions 3
and 4
to Paragraph (a) of Item 303 of Regulation S-K, and FRC Section
501.12.b.4 for further guidance.

Additionally, when you attribute changes in significant items to
more
than one factor or element, breakdown and quantify the impact of
each
factor or element. Please refer to FRC Section 501.04 for further
guidance.

Financial Condition, page 13

10. The discussion of your operating and investing activities
appears
to be brief and focuses on changes that are evident in your
consolidated statements of cash flows.  There is limited
discussion of
the underlying drivers (e.g., cash receipts from the sale of goods
and
services and cash payments to acquire materials or labor).  Please
refer to the guidance in FRC Section 501.13, and revise your
disclosure accordingly.

11. Please elaborate in more detail on how you will fund your
operations and other planned business activities for the next 12
months. In your revised disclosure, include amounts expected to be
raised from each source of funding.

12. Please include a tabular disclosure of your contractual
obligations, such as your operating lease and other obligations as
required under Instruction 5 to Paragraph (a) of Item 303 of
Regulation S-K.

Audit Report, page 15

13. We note you restated your 2004 and 2003 consolidated financial
statements. Please tell us why the audit report does not make any
reference to the restatement.

Goodwill, page 25

14. We note you evaluate goodwill for impairment "periodically."
Under
paragraph 26 of SFAS No. 142 Goodwill and Intangible Assets,
goodwill
should be tested for impairment on an annual basis and between
annual
tests in certain circumstances.  Please tell us whether you have
performed a goodwill impairment analysis in the fiscal year 2004.
If
you comply with the testing provisions under paragraph 26, please
revise your disclosure to include the date when you perform your
annual goodwill impairment analysis.

Advances to Joint Venture Participants, page 26

15. We understand you believe advances from joint venture
participants
do not contribute to your operating profits and recorded them as
balance sheet entries only.  Your accounting treatment appears to
conflict with EITF 01-14 Income Statement Characterization of
Reimbursements Received for "Out of Pocket" Expenses Incurred.
Please
revise your accounting accordingly or explain to us in detail why
you
believe you are in compliance with the applicable accounting
literature.

Revenue Recognition, page 26

16. Please tell us in detail what revenues generated from sale of
oil
and gas prospects represent.  While this description infers the
sale
of real property or property rights, your disclosure seems to
indicate
that this revenue is derived from or partially derived from
drilling
services.  Please tell us the terms of the agreement with your
customers, services you provide, and related deliverables.
Explain
how recognizing profits from prospects before drilling services
are
complete complies with SAB Topic 13.

Oil and Gas Property and Equipment, page 27

17. We note that you defer geological, geophysical, leasing and
acquisition ("GGLA") costs incurred on behalf of joint venture
drilling projects.  SFAS 19 requires that geological and
geophysical
costs be charged to expense as incurred, while acquisition costs
shall
be capitalized and then amortized or impaired in accordance with
the
literature.  Please revise your accounting accordingly, or explain
to
us how you are complying with the accounting literature.

Related Party Transaction, page 34

18. It appears that you should expand your disclosure to include
all
material related party transactions as required by SFAS 57.  We
note
your discussions of the sale of oil and gas prospects to the OPUS
I
drilling partnership on page 14 and cash received from joint
venture
partners on page 26.  Please disclose these activities along with
other related party transactions that have you have entered into
during all periods presented. To the extent material, please
quantify
the amounts related to each transaction.

19. We note you are a general partner and operator of the Tri-
Valley
Oil & Gas Exploration Programs 1971-1, Martins-Severin, and Opus I
Partnerships. We also note you account for these partnerships
under
the equity method.  Please tell us your basis for accounting for
these
investments under the equity method as a general partner. Also,
please
tell us what considerations you have given to EITF 98-6 Investor`s
Accounting for an Investment in a Limited Partnership When the
Investor Is the Sole General Partner and the Limited Partners Have
Certain Veto Rights, and FASB Interpretation No. 46 Consolidation
of
Variable Interest Entities-an Interpretation of ARB No. 51.

Supplemental Information (unaudited), page 42

Changes In Estimated Reserve Quantities, page 44

20. We note you have presented revisions of previous estimates and
extensions, discoveries and other additions on a combined basis.
Under
paragraph 11 of SFAS No. 69 Disclosures about Oil and Gas
Producing
Activities, changes resulting from revisions of previous estimates
should be shown separately from extensions, discoveries, and other
additions with appropriate explanations of significant changes.
Please refer to Illustration 4 included in Appendix A to SFAS No.
69
for an example.

Principle Accountant Fees and Services, page 57

21. Your disclosure of principle accountant fees and services does
not
appear to follow the presentation and disclosure format provided
under
Item 14 of Form 10-K. Please regroup your fees and services into
the
applicable caption mentioned in Item 14 of Form 10-K and revise
your
disclosure accordingly.

Exhibit 31.1 and 31.2

22. Your wording used in Paragraph 5 (a) is not consistent with
the
exampled provided in Instruction 31 to Item 601 of the Regulation
S-K.
Please revise as necessary. Also, please remove all references to
"small business issuer."

Form 10-Q for the Quarterly Period Ended March 31, 2005

General

23. Revise the accounting and disclosures in your interim report
on
Form 10-Q as necessary to comply with all applicable comments
written
on your Form 10-K.

Controls and Procedures, page 4

24. We note you implemented a formal remediation program in the
first
quarter of 2005 and such efforts were ongoing as of the end of the
quarter. For example, your risk assessment process was being
implemented and flow charts and narratives were being developed.
In
light of the fact that your remediation activities were ongoing,
disclose in reasonable detail the basis for officers` conclusions
that
the Company`s disclosure controls and procedures were effective as
of
the end of the period covered by the report.

Engineering Comments

Properties, page 3

Oil and Gas Operations, page 4

25. Your oil and gas reserve disclosure of 150 barrels of
condensate
and 818,919 MCF of gas is not consistent with the table of
reserves in
the Supplemental Information under Changes in Estimated Reserves
on
page 44.  Please revise your filing to report consistent reserve
volumes for each reported period in your filing.

Management`s Discussion and Analysis of Financial Condition, page
7

Critical Accounting Policies, page 9

Petroleum Activities, page 11

26. You state that the reduction in the standardized measure of
discounted net cash flows over the last three years is due to the
fluctuations of gas prices and production rates.  As gas prices
have
increased over the last three years as shown in Oil and Gas
Operations, it appears that the decline in the standardized
measure
has been almost exclusively due to the 45% gas production decline
since 2002.  We also note an increase in the per unit production
costs
in the last two years.  Please revise your disclosure to more
accurately depict the reason for the decline in the standardized
measure.

Notes to Consolidated Financial Statements, page 23

Note 13 - Subsequent Events, page 40

27. You state that you entered into an agreement to acquire
Pleasant
Valley Energy Corporation, a private holder of leases estimated to
contain about 24 million
barrels of proven undeveloped reserves and it is scheduled to
close on
or before May 6, 2005.  Tell us the following:

* the status of the acquisition;
* who made the reserve estimate;
* if the reserve estimate meets the requirements of Rule 4-10(a)
of
Regulation S-X for the determination of proved reserves;
* how many reserves, if any, are classified as proved developed;
* the approximate cost of the acquisition and the manner in which
it
will be funded.

Changes in Estimated Reserve Quantities, page 44

28. We note the significant negative revisions in gas reserves of
490
MMCF in 2003 and 2004.  Please explain to us the reason for these
large negative reserve revisions and the original basis of
classifying
these reserves as proved.

Closing Comments

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Exchange
Act of
1934 and that they have provided all information investors require
for
an informed investment decision.  Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.

	In connection with responding to our comments, please
provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal
securiti