SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 8-KCURRENT REPORTPursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934Date of Report (Date of earliest event reported):May 2, 2012 (April 26, 2012)Tri-Valley Corporation(Exact name of registrant as specified in its charter) 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):

May 7, 2012 (May 1, 2012)

Tri-Valley Corporation

(Exact name of registrant as specified in its charter)

Delaware		001-31852		94-1585250
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification No.)

4927 Calloway ~~DriveBakersfield, California 93312(Address of principal executive office)Issuer's telephone number: 661-864-0500~~ Drive

Bakersfield, California 93312

(Address of principal executive office)

Issuer's telephone number: 661-864-0500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 31.01 Entry ~~Notice~~into ~~of Delisting or Failure to Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule or Standard; Transfer of Listing~~Agreement.

~~The~~As ~~common~~previously ~~stock~~reported, ofon April 3, 2012, Mr. G. Thomas Gamble, through a related trust (the “Gamble Trust”), loaned Tri-Valley Corporation (the “Company”) is$1,500,000, ~~listed~~bearing ~~for trading~~simple oninterest ~~the~~at ~~NYSE~~14% ~~Amex~~per annum and due on April 30, ~~LLC~~2013 (the “~~NYSE~~Additional ~~Amex~~Note”), aon ~~national~~the ~~securities exchange.~~express ~~Continued~~condition ~~listing~~that of the Company’s ~~common~~obligations ~~stock~~under on the ~~NYSE Amex~~Additional ~~requires~~Note ~~the~~would ~~Company~~be tosecured ~~meet~~by ~~continued~~the ~~listing~~same ~~requirements~~collateral ~~set forth~~that incurrently secures the ~~NYSE~~Senior ~~Amex’s~~Secured ~~Company~~Note ~~Guide~~issued (to the ~~“Company~~Gamble ~~Guide”).~~Trust ~~These requirements~~on ~~include~~March ~~both~~30, ~~quantitative~~2012. A ~~standards~~summary (of such ascollateral ~~those~~was ~~relating to~~set ~~the~~forth ~~selling~~in ~~price~~the ofCompany’s ~~the~~Current ~~listed~~Report ~~security~~on ~~and~~Form a8-K ~~minimum~~dated ~~level~~April ~~of stockholders’~~5, ~~equity)~~2012 ~~and~~(the ~~qualitative~~“April ~~standards~~5 ~~(such~~Form as8-K”), ~~those~~which ~~relating to~~summary ais ~~listed~~incorporated ~~company’s~~herein ~~financial~~by ~~condition~~this ~~generally)~~reference.

On ~~April~~May 264, 2012, the Company ~~received~~and the Gamble Trust entered into a ~~letter~~Senior ~~from~~Secured ~~NYSE~~Note ~~Amex indicating~~and ~~that~~Warrant Purchase Agreement (the ~~Company~~“Purchase isAgreement”), ~~not~~pursuant into ~~compliance~~which the parties replaced the Additional Note with ~~certain~~a ~~continued listing~~new ~~requirements~~Senior ~~set~~Secured ~~forth~~Note (the “Secured Note”) in aggregate principal amount of $1,500,000, due April 30, 2013, plus a Warrant to purchase 1,365,000 shares of Common Stock, at an exercise price equal to $0.10 per share (which is equal to the ~~Company~~closing ~~Guide~~price of the common stock on May 3, as2012, ~~follows:~~ the last trading day prior to issuance, plus $0.01). The Warrant is exercisable for a period of five (5) years from the closing date of the transaction.

~~Section~~In ~~1003(a)(iii)~~connection ofwith the ~~Company~~Purchase ~~Guide~~Agreement, ~~requires~~the aCompany ~~company~~entered ~~to maintain~~into a ~~minimum~~Registration ofRights ~~$6.0~~Agreement, ~~million~~dated inMay ~~stockholders’~~4, ~~equity~~2012, ifwith the ~~company~~ ~~has~~Gamble ~~sustained~~Trust, ~~losses~~as ~~from~~amended ~~continuing~~by ~~operations~~side ~~and/or~~letter, ~~net losses~~pursuant into ~~its~~which ~~five~~the ~~most~~Company ~~recent~~has ~~fiscal~~agreed ~~years.~~to Asfile ofa ~~December~~registration ~~31,~~statement ~~2011,~~ with the ~~Company’s~~Securities ~~stockholders’~~and ~~equity~~Exchange ~~was~~Commission ~~approximately~~(the ~~$4.4~~“Commission”) ~~million,~~within ~~and~~ 30 days after the ~~Company~~receipt ~~has~~of ~~sustained~~written ~~losses~~notice from ~~continuing~~the ~~operations~~Gamble ~~and/or~~Trust ~~net losses~~requesting inregistration ~~its~~of ~~five~~the ~~most~~resale ~~recent~~of ~~fiscal~~the ~~years~~shares of Common Stock issuable upon exercise of the Warrant.

~~Section~~As ~~1003(a)(iv)~~indicated ofabove, the Company’s ~~Guide~~obligations ~~insofar~~under as the ~~Company~~Secured ~~has sustained~~Note ~~losses~~are ~~which~~secured ~~are~~by, soamong ~~substantial~~other inthings, ~~relation~~a topledge by the Company of its ~~overall operations~~equity orinterest in its ~~existing~~two ~~financial~~wholly ~~resources~~owned subsidiaries, orTri-Valley ~~its~~Oil ~~financial condition~~& ~~has~~Gas ~~become~~Co. so(“TVOG”) ~~impaired~~and ~~that~~Select itResources ~~appears questionable~~Corporation, inInc. (“Select Resources”). Such subsidiaries are also guarantors of the ~~opinion~~ Company’s obligations under the Secured Note, secured by a Deed of ~~NYSE~~Trust ~~Amex~~providing for, asamong toother ~~whether~~things, the ~~Company~~grant ~~will~~by beTVOG ~~able~~of ~~to continue~~a ~~operations~~security interest in the “Mortgaged Property” described therein, including the Claflin property, but not including any oil and~~/or~~ ~~meet~~gas ~~its~~leases ~~obligations~~relating asto ~~they~~the ~~mature~~Pleasant Valley Oil Sands Project.

~~Section~~As ~~1003~~described in the April 5 Form 8-K, in connection with the senior secured debt financing transaction that closed on March 30, 2012, TVOG also assigned to the Gamble Trust, in perpetuity, (fi) 2.0% of its overriding royalty interests on the Claflin lease, (vii) ~~insofar~~1.0% asof its overriding royalty interests with respect to all of the ~~Company’s~~other ~~average~~leases ~~daily~~(besides ~~closing price~~the ~~over~~Claflin lease) described on Exhibit A to the ~~last~~Assignment ~~six~~of ~~months~~Overriding ~~ended~~Royalty Interest, dated as of March 3130, 2012, ~~was~~and $(iii) 1.0% of its overriding royalty interests on any other currently held or hereafter acquired lease within the area of mutual interest specified therein.17 On May 1, 2012, the parties terminated the side letter dated April 3, 2012, regarding payment deferral of accrued overriding royalties, with such termination being retroactive to April 3, 2012. As such, the overriding royalty interest payable under each lease is due when earned, subject to the terms and condition of each lease.

InThe ~~order~~foregoing todescription ~~maintain~~of the ~~Company’s~~loan ~~listing~~transaction ondoes ~~NYSE~~not ~~Amex,~~purport ~~the~~to ~~Company~~be complete and is ~~required~~ toqualified ~~submit~~in aits ~~plan~~entirety by reference to ~~NYSE~~the ~~Amex~~Purchase noAgreement, ~~later~~Secured ~~than~~Note, ~~May~~Warrant, 29Registration Rights Agreement, ~~2012~~side letter regarding registration deferral, ~~addressing~~ ~~how~~Guaranty itAgreement, ~~intends~~Amendment toand ~~regain~~Modification ~~compliance~~of ~~with~~Deed ~~Section~~of ~~1003(a)(iv) by~~Trust, ~~July~~Modification 26of Transaction Documents, ~~2012~~and side letter regarding termination of overriding royalty payment deferral, copies of which are attached hereto as Exhibits 10.1, 4.1, 4.2, 10.2, 10.3, 10.4, 10.5, 10.6, and ~~Sections~~10.7, ~~1003(a)(iii)~~respectively, and ~~1003(f)(v)~~are byincorporated ~~October 26,~~herein ~~2012~~by reference. The ~~Company~~foregoing ~~currently~~documents ~~intends~~have been attached to ~~submit~~provide ainvestors ~~plan~~with byinformation regarding their terms. They are not intended to provide any other factual information about the ~~May~~Company ~~29, 2012~~or ~~deadline~~the Gamble Trust. ~~However~~In particular, if the ~~Company~~assertions isembodied ~~unable~~in tothe ~~submit~~representations aand ~~plan~~warranties orcontained if in the ~~plan~~Purchase isAgreement, ~~not~~as ~~accepted~~qualified byas ~~NYSE~~provided ~~Amex~~for therein, were used for the purpose of allocating risk between the Company ~~will~~and bethe ~~subject~~Gamble ~~to delisting~~Trust ~~proceedings~~rather than necessarily establishing matters as facts. Accordingly, you should not rely on the representations and warranties in the Purchase Agreement as characterizations of the actual state of facts about the Company or the Gamble Trust.

OnItem ~~May~~ 2,.03 Creation ~~2012,~~of ~~the Company issued~~ a ~~press~~Direct ~~release~~Financial toObligation ~~announce~~or ~~receipt of~~an ~~the~~Obligation ~~NYSE~~under ~~Amex~~an ~~non~~Off-~~compliance~~Balance ~~letter. A~~Sheet ~~copy~~Arrangement of ~~the~~a ~~press release is attached to this report as Exhibit 99~~Registrant.~~1 and incorporated herein by this reference.~~

The information contained in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The information relating to the Senior Secured Note and Warrant Purchase Agreement dated March 30, 2012 (the “First Purchase Agreement”) described in the Company’s April 5 Form 8-K, and the information contained in Item 1.01 above relating to the Senior Secured Note and Warrant Purchase Agreement dated May 4, 2012 (the “Additional Purchase Agreement”), are incorporated by reference into this Item 2.04.

Certain events of default have occurred under the First Purchase Agreement, including, among other things, the Company’s (i) non-payment of accrued interest due and payable for the month of April 2012 under the Senior Secured Note issued on March 30, 2012, which was due by no later than May 3, 2012; (ii) non-payment of reasonable costs and expenses incurred by the Gamble Trust in connection with the transactions contemplated by the March 30 transaction documents, including reasonable legal fees and disbursements in connection therewith; and (iii) being unable to pay debts as such debts become due. An event of default under the First Purchase Agreement also constitutes an event of default under the Additional Purchase Agreement. The total outstanding obligations owed by the Company under the March 30 and May 4 loan documents are $4,798,310 in principal amount, plus an additional $178,174 in accrued but unpaid interest and fees, in the aggregate.

The Gamble Trust has reserved all of its available rights and remedies as a result of the events of default, including the right to declare the entire advanced but unpaid balance of the Senior Secured Notes, and interest accrued thereon, and all other obligations of the Company, immediately due and payable, as well as, the right to exercise any other right or remedy available under any of the March 30 and May 4 transaction documents, or under applicable laws.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained in Item 1.01 above with respect to the issuance of the Senior Secured Note and Warrant is incorporated by this reference into this Item 3.02. The securities were offered and sold in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act and Rule 506 promulgated thereunder. The Purchase Agreement executed in connection therewith contains representations to support the Company’s reasonable belief that, among other things, the Gamble Trust had access to information concerning its operations and financial condition, that the Gamble Trust acquired the securities for its own account and not with a view to the distribution thereof, and that the Gamble Trust is an “accredited investor” as such term is defined in Regulation D promulgated under the Securities Act. The securities described in Item 1.01 above are deemed to be restricted securities for purposes of the Securities Act and the certificates representing the securities shall bear legends to that effect. Accordingly, such securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Item 7.01 Regulation FD Disclosure.

On May 7, 2012, the Company distributed a newsletter to the partners of TVC OPUS 1 Drilling Program, L.P. (“OPUS”), a Delaware limited partnership of which the Company is managing partner, to, among other things, provide a status update on the proposed OPUS restructuring and settlement transaction, including an update of certain background information on the alleged claims that the parties are seeking to resolve as part of the settlement. The newsletter is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description of Exhibit	~~Description of Exhibit~~
99.1		Press release, dated May 2, 2012.
4.1	Senior Secured Note issued to the Gamble Trust on May 4, 2012.
4.2	Warrant to Purchase Common Stock issued to the Gamble Trust on May 4, 2012.
10.1	Senior Secured Note and Warrant Purchase Agreement, dated as of May 4, 2012, by and between Tri-Valley Corporation and the Gamble Trust.
10.2	Registration Rights Agreement, dated as of May 4, 2012, by and between Tri-Valley Corporation and the Gamble Trust.
10.3	Side letter regarding registration deferral, dated May 4, 2012, by and between Tri-Valley Corporation and the Gamble Trust.
10.4	Guaranty Agreement, dated as of May 4, 2012, executed by Tri-Valley Oil & Gas Co. and Select Resources Corporation, Inc. in favor of the Gamble Trust.
10.5	Amendment and Modification of Deed of Trust, Assignment of Production, Security Agreement, Fixture Filing, and Financing Statement, dated as of May 4, 2012, executed by Tri-Valley Oil & Gas Co. in favor of the Gamble Trust.
10.6	Modification of Transaction Documents, dated as of May 4, 2012, between Tri-Valley Corporation and the Gamble Trust.
10.7	Side letter regarding termination of payment deferral of accrued overriding royalties, dated as of May 1, 2012, executed by Tri-Valley Corporation and Tri-Valley Oil & Gas Co. in favor of the Gamble Trust.
99.1	TVC OPUS 1 Drilling Program, L.P. Newsletter, distributed on May 7, 2012.

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:	May 2, 2012	/s/ Maston N. Cunningham
		Maston N. Cunningham, President and Chief Executive Officer

Date: May 7, 2012	TRI-VALLEY CORPORATION /s/ Maston N. Cunningham
	Maston N. Cunningham, President and Chief Executive Officer

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
99.1	Press release, dated May 2, 2012.
4.1	Senior Secured Note issued to the Gamble Trust on May 4, 2012.
4.2	Warrant to Purchase Common Stock issued to the Gamble Trust on May 4, 2012.
10.1	Senior Secured Note and Warrant Purchase Agreement, dated as of May 4, 2012, by and between Tri-Valley Corporation and the Gamble Trust.
10.2	Registration Rights Agreement, dated as of May 4, 2012, by and between Tri-Valley Corporation and the Gamble Trust.
10.3	Side letter regarding registration deferral, dated May 4, 2012, by and between Tri-Valley Corporation and the Gamble Trust.
10.4	Guaranty Agreement, dated as of May 4, 2012, executed by Tri-Valley Oil & Gas Co. and Select Resources Corporation, Inc. in favor of the Gamble Trust.
10.5	Amendment and Modification of Deed of Trust, Assignment of Production, Security Agreement, Fixture Filing, and Financing Statement, dated as of May 4, 2012, executed by Tri-Valley Oil & Gas Co. in favor of the Gamble Trust.
10.6	Modification of Transaction Documents, dated as of May 4, 2012, between Tri-Valley Corporation and the Gamble Trust.
10.7	Side letter regarding termination of payment deferral of accrued overriding royalties, dated as of May 1, 2012, executed by Tri-Valley Corporation and Tri-Valley Oil & Gas Co. in favor of the Gamble Trust.
99.1	TVC OPUS 1 Drilling Program, L.P. Newsletter, distributed on May 7, 2012.

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