Tri-Valley (TIV)

Item 3.02 Unregistered Sales of Equity Securities

Tri-Valley Corporation announced that it has sold 100,000 shares of Series A convertible preferred stock to its vice chairman of the board, G. Thomas Gamble, in a private placement at a price of $10 per share, for a total investment of $1 million.  Each share of Series A preferred stock is convertible into one share of Tri-Valley common stock. The convertible preferred stock carries a cumulative 8% per annum dividend.  The convertible preferred shares are callable by Tri-Valley at 120% of par after 24 months. Mr. Gamble also received warrants to purchase up to 200,000 shares of Tri-Valley common stock at $2.00 per share. The closing market price of Tri-Valley’s common stock on the NYSE Amex Exchange on July 2, 2009, the day of the purchase, was $1.02 per share.

The preferred stock purchase was made pursuant to the exemption from the registration provisions of the Securities Act of 1933 pursuant to Section 4(2) of the Act and Regulation D.

Tri-Valley will use the proceeds to strengthen its balance sheet, reduce payables  and advance its projects to build oil production, revenue, reportable reserves, share value and reward for its drilling partners and general corporate purposes.

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.

Item 3.02 Unregistered Sales of Equity Securities

In January 2008, Tri-Valley Corporation sold 210,000 shares of restricted common stock to four accredited investors at $5.00 per share, for total consideration of $1,050,000 and 40,000 shares of restricted common stock to one accredited investor at $6.25 per share for a total consideration of $250,000. These sales were 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.

Prior to these sales, in December 2007, Tri-Valley sold 200,000 shares of restricted common stock to nine accredited investors for prices $6.00 per share, for total consideration of $1,200,000, and 200,000 shares of restricted common stock to one accredited investor for $6.25 per share, for total consideration of $1,250,000. These sales were also sold in privately negotiated transactions 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.

Tri-Valley intends to use the proceeds of these sales to accelerate its oil and gas field development programs already underway.

This amendment corrects a typographic error in the second paragraph above. In the original filing we stated that in December one investor purchased 200,000 shares at $6.25 per share for total consideration of $1,125,000. The correct total is $1,250,000.

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.

Item 3.02 Unregistered Sales of Equity Securities

In January 2008, Tri-Valley Corporation sold 210,000 shares of restricted common stock to four accredited investors at $5.00 per share, for total consideration of $1,050,000 and 40,000 shares of restricted common stock to one accredited investor at $6.25 per share for a total consideration of $250,000. These sales were 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.

Prior to these sales, in December 2007, Tri-Valley sold 200,000 shares of restricted common stock to nine accredited investors for prices $6.00 per share, for total consideration of $1,200,000, and 200,000 shares of restricted common stock to one accredited investor for $6.25 per share, for total consideration of $1,125,000. These sales were also sold in privately negotiated transactions 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.

Tri-Valley intends to use the proceeds of these sales to accelerate its oil and gas field development programs already underway.

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.