SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

December 22, 2006

TRI-VALLEY CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-31852

84-0617433

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(IRS Employer Identification No.)

4550 California Avenue, Suite 600

Bakersfield, California 93309

(Address of principal executive office)

Issuer's telephone number: (661) 864-0500

Section 3 - Securities and Trading Markets

Item 3.02 Unregistered Sales of Equity Securities.

On December 22, 2006, Tri-Valley Corporation sold 35,000 restricted shares of common stock, together with warrants to purchase 16,667 common shares at an exercise price of $12.00 per share for two years, to an outside director of the company at $10.00 per share. The sale was made in a privately negotiated transaction in reliance on the exemption from registration requirements contained in Section 4(2) of the Securities Act of 1933, and pending expected approval by the American Stock Exchange.

SIGNATURES

            Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TRI-VALLEY CORPORATION

Date:    December 28, 2006

/s/ F. Lynn Blystone                                            

F. Lynn Blystone, President and Chief Executive Officer