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): June 4, 2012 (June 1, 2012)

~~Washington,~~ Tri-Valley ~~D.C.~~Corporation (Exact ~~20549~~name of registrant as specified in its charter)

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 Drive

Bakersfield, California 93312 (Address of principal executive office) Issuer's telephone number: 661-864-0500

(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)~~

[Written ]communications ~~Soliciting material~~ pursuant to Rule ~~14a-12~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14a-12~~425)

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

[Soliciting ]material ~~Pre-commencement communications~~ pursuant to Rule ~~13e~~14a-~~4(c)~~12 under the Exchange Act (17 CFR 240.~~13e~~14a-~~4(c~~12))

~~Item 1.01 Entry into a Material Definitive Agreement.~~[ ]

AsPre-commencement ~~previously~~communications ~~reported,~~pursuant onto ~~April~~Rule ~~3, 2012, Mr. G. Thomas Gamble, through a related trust (the “Gamble Trust”), loaned Tri~~14d-~~Valley Corporation~~ 2(~~the “Company”~~b) ~~$1,500,000, bearing simple interest at 14% per annum and due on April 30, 2013 (the “Additional Note”), on the express condition that the Company’s obligations~~ under the ~~Additional~~Exchange ~~Note~~Act ~~would~~(17 beCFR ~~secured by the same collateral that currently secures the Senior Secured Note issued to the Gamble Trust on March 30, 2012~~240. ~~A summary of such collateral was set forth in the Company’s Current Report on Form 8~~14d-~~K dated April 5, 2012~~ 2(~~the “April 5 Form 8-K”~~b)~~, which summary is incorporated herein by this reference.~~)

On May 4, 2012, the Company and the Gamble Trust entered into a Senior Secured Note and Warrant Purchase Agreement (the “Purchase Agreement”), pursuant to which the parties replaced the Additional Note with a new Senior Secured 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 closing price of the common stock on May 3, 2012, 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.~~]

InPre-commencement ~~connection~~communications ~~with the Purchase Agreement, the Company entered into a Registration Rights Agreement, dated May 4, 2012, with the Gamble Trust, as amended by side letter,~~ pursuant to ~~which~~Rule ~~the~~13e-4(c) ~~Company~~under ~~has agreed to file a registration statement with~~ the ~~Securities and~~ Exchange ~~Commission~~Act (~~the~~17 ~~“Commission”)~~CFR ~~within 30 days after the receipt of written notice from the Gamble Trust requesting registration of the resale of the shares of Common Stock issuable upon exercise of the Warrant~~240.13e-4(c))

AsItem indicated above, the Company’s obligations under the Secured Note are secured by, among other things, a pledge by the Company of its equity interest in its two wholly owned subsidiaries, Tri-Valley Oil & Gas Co1. (“TVOG”) and Select Resources Corporation, Inc. (“Select Resources”). Such subsidiaries are also guarantors of the Company’s obligations under the Secured Note, secured by a Deed of Trust providing for, among other things, the grant by TVOG of a security interest in the “Mortgaged Property” described therein, including the Claflin property, but not including any oil and gas leases relating to the Pleasant Valley Oil Sands Project.01

AsEntry ~~described~~into ina ~~the~~Material ~~April~~Definitive ~~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, (i) 2~~Agreement.0% of its overriding royalty interests on the Claflin lease, (ii) 1.0% of its overriding royalty interests with respect to all of the other leases (besides the Claflin lease) described on Exhibit A to the Assignment of Overriding Royalty Interest, dated as of March 30, 2012, 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. 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.

~~The~~On ~~foregoing~~June ~~description~~1, of2012, ~~the~~Tri-Valley ~~loan~~Corporation ~~transaction~~(the ~~does~~“Company”) ~~not~~issued ~~purport~~a to14.0% beSenior ~~complete~~Secured ~~and~~Demand isNote ~~qualified~~(the in“Note”) ~~its~~to ~~entirety~~George byT. ~~reference~~Gamble to1991 Trust (the ~~Purchase~~“Gamble ~~Agreement~~Trust”), ~~Secured~~evidencing ~~Note,~~an ~~Warrant,~~uncommitted ~~Registration~~line ~~Rights~~of ~~Agreement,~~credit ~~side~~pursuant ~~letter~~to ~~regarding~~which ~~registration~~the ~~deferral,~~Company ~~Guaranty~~may ~~Agreement~~request, ~~Amendment~~at ~~and~~any ~~Modification~~time ofprior ~~Deed~~to ofthe ~~Trust,~~earlier ~~Modification~~ of ~~Transaction Documents, and side letter regarding~~ termination of ~~overriding~~the ~~royalty~~line ~~payment deferral, copies~~ of ~~which~~credit ~~are~~by ~~attached~~either ~~hereto~~party asor ~~Exhibits~~June ~~10.1~~30, ~~4.1,~~2012 ~~4.2,~~(the ~~10.2,~~“Termination ~~10.3~~Date”), ~~10.4,~~advances ~~10.5,~~of ~~10.6,~~up ~~and 10.7~~to, ~~respectively,~~ and ~~are incorporated herein by reference. The foregoing documents have been attached to provide investors with information regarding their terms. They are~~ not ~~intended~~ to ~~provide~~exceed at any ~~other~~one ~~factual information about the Company or the Gamble Trust. In particular~~time, ~~the assertions embodied in the representations and warranties contained in the Purchase Agreement~~$1, ~~as qualified as provided for therein~~350, ~~were used for the purpose of allocating risk between the Company and the Gamble Trust rather than necessarily establishing matters as facts~~000. ~~Accordingly,~~ Since ~~you should not rely on~~ the ~~representations~~facility ~~and~~is ~~warranties~~an inuncommitted ~~the~~line ~~Purchase Agreement as characterizations~~ of ~~the~~credit, ~~actual~~all ~~state~~advances ofare ~~facts~~at ~~about~~ the ~~Company or the~~ Gamble Trust’s sole discretion.

~~Item~~Any 2advances actually made under the Note will bear simple interest at 14% per annum, paid in cash monthly in arrears on the last day of each calendar month, with the first interest payment on any outstanding principal amount being due and payable on June 30, 2012.~~03 Creation~~ All outstanding obligations under the Note, including the principal amount of aany ~~Direct~~advances ~~Financial~~made ~~Obligation~~under orthe anNote, ~~Obligation~~all accrued and unpaid interest thereon, and any other fees, expenses, costs, indemnities and other amounts incurred under anthe ~~Off-Balance~~terms ~~Sheet~~and ~~Arrangement~~conditions of athe ~~Registrant~~Note or any other transaction document relating thereto, shall be due on or before April 30, 2013.

The ~~information~~Company’s ~~contained~~obligations inunder ~~Item~~the 1Note are secured by the same collateral that currently secures the Senior Secured Notes issued to the Gamble Trust on March 30 and May 4, 2012, respectively.01 A ~~above~~summary of such collateral is ~~incorporated~~set byforth ~~reference~~in ~~into~~the ~~this~~Company’s ~~Item~~Current 2Report on Form 8-K dated April 5, 2012 (the “April 5 Form 8-K”), and on the Company’s Current Report on Form 8-K dated May 7, 2012 (the “May 7 Form 8-K”), which summaries are incorporated herein by this reference.~~03.~~

~~Item~~The foregoing description of the loan transaction does not purport to be complete and is qualified in its entirety by reference to the Note, Second Modification of Deed of Trust, and Second Modification of Transaction Documents, copies of which are attached hereto as Exhibits 4.1, 10.1, and 10.2, respectively, and are incorporated herein by reference.~~04 Triggering~~ The ~~Events~~foregoing ~~That~~documents ~~Accelerate~~have orbeen ~~Increase~~attached ato ~~Direct~~provide ~~Financial~~investors ~~Obligation~~with information regarding their terms. They are not intended to provide any other factual information about the Company or anthe ~~Obligation~~Gamble ~~under~~Trust. In anparticular, ~~Off-Balance~~the ~~Sheet~~assertions ~~Arrangement~~embodied in the representations and warranties contained in the Note, as qualified as provided for therein, were used for the purpose of allocating risk between the Company and the Gamble Trust 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.

~~The~~A ~~information~~copy ~~relating~~of to the ~~Senior Secured Note and Warrant Purchase Agreement dated March 30, 2012 (the “First Purchase Agreement”) described in the~~ Company’s ~~April~~press 5release ~~Form~~announcing ~~8-K, and~~ the ~~information~~transaction ~~contained~~with inthe ~~Item~~Gamble ~~1.01~~Trust ~~above~~is ~~relating~~attached tohereto ~~the~~as ~~Senior~~Exhibit ~~Secured~~99.1 ~~Note~~ and ~~Warrant~~is ~~Purchase Agreement dated May 4, 2012 (the “Additional Purchase Agreement”), are~~ incorporated herein by reference ~~into this Item 2~~.~~04.~~

~~Certain~~Item 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 due2. 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.03

~~The~~Creation ~~Gamble Trust has reserved all~~ of ~~its available rights and remedies as~~ a ~~result~~Direct ofFinancial ~~the~~Obligation 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~~an ~~available~~Obligation under ~~any~~an ofOff-Balance ~~the~~Sheet ~~March~~Arrangement 30of ~~and~~a ~~May 4 transaction documents, or under applicable laws~~Registrant.

The information contained in Item 31.~~02 Unregistered~~01 ~~Sales~~above ofis ~~Equity~~incorporated ~~Securities~~by reference into this Item 2.03.

~~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.04

~~Item~~Triggering ~~7.01 Regulation~~Events FDThat ~~Disclosure~~Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

OnThe ~~May~~information 7,relating ~~2012,~~to the ~~Company~~events ~~distributed~~of adefault ~~newsletter~~under the Senior Secured Notes (and related documents) issued to the ~~partners~~Gamble ofTrust ~~TVC~~on ~~OPUS~~March 130 ~~Drilling~~and ~~Program~~May 4, ~~L.P.~~2012, ~~(“OPUS”)~~as described in the Company’s May 7 Form 8-K, aand ~~Delaware~~the ~~limited~~information ~~partnership~~contained ofin ~~which~~Item 1.01 above relating to the ~~Company~~Note isissued ~~managing~~on ~~partner~~June 1, to2012, ~~among~~are ~~other~~incorporated ~~things,~~by ~~provide~~reference ainto ~~status~~this ~~update~~Item on2.04. ~~the~~An ~~proposed~~event ~~OPUS~~of ~~restructuring~~default under the March 30 and ~~settlement~~May ~~transaction~~4, ~~including~~2012 loan documents also constitutes an ~~update~~event of ~~certain~~default ~~background~~under ~~information~~the Note issued on ~~the~~June ~~alleged~~1, ~~claims~~2012. ~~that~~Therefore, the ~~parties~~total ~~are~~outstanding ~~seeking~~obligations toowed ~~resolve~~by asthe ~~part~~Company ofto the ~~settlement. The~~Gamble ~~newsletter~~Trust isunder ~~furnished~~the ~~herewith~~March as30, ~~Exhibit~~May ~~99.1~~4 and ~~incorporated~~June ~~herein~~1, by2012 ~~reference~~loan documents are $5,168,310 in principal amount, plus all accrued but unpaid interest and fees.

The ~~information~~Gamble inTrust ~~this~~has ~~Item~~reserved ~~7.01,~~all ~~including~~of ~~Exhibit~~its ~~99.1,~~available isrights ~~being furnished~~ and ~~shall~~remedies ~~not~~as bea ~~deemed~~result ~~“filed”~~of ~~for~~ the ~~purposes~~events of ~~Section~~default, 18including ofthe right to declare the ~~Securities~~entire ~~Exchange~~advanced ~~Act~~but unpaid balance of ~~1934,~~the asthree ~~amended~~senior secured notes, orand ~~otherwise~~interest ~~subject~~accrued tothereon, ~~the~~and ~~liability~~all other obligations of ~~that~~the ~~section~~Company, ~~nor~~immediately ~~shall~~due itand bepayable, ~~deemed~~as ~~incorporated~~well byas, ~~reference~~the inright to exercise any ~~filing~~other ~~under~~right ~~the~~or ~~Securities~~remedy ~~Act~~available under any of ~~1933,~~the asMarch ~~amended~~30, ~~except~~May as4 ~~shall~~and beJune ~~expressly~~1, ~~set~~2012 ~~forth~~transaction bydocuments, ~~specific~~or ~~reference~~under inapplicable ~~such a filing~~laws.

Item 93.01 ~~Financial Statements and Exhibits.~~

~~(d) Exhibits~~Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

Exhibit Number	Description of Exhibit
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.

As previously reported, on April 26, 2012, the Company received a letter from NYSE Amex indicating that the Company is not in compliance with certain continued listing requirements set forth in the NYSE Amex’s Company Guide, as summarized in the Company’s Current Report on Form 8-K filed on May 2, 2012.

~~Signatures~~Management’s belief is that under the Company’s current circumstances – including, for example, an ongoing SEC inquiry into possible violations of the federal securities laws, and ongoing discussions with the OPUS Special Committee to find a mutually satisfactory way to settle alleged claims – it is not reasonably practicable for the Company to establish and implement a plan of compliance that would satisfy NYSE Amex’s continued listing requirements. Accordingly, the Board of Directors of the Company determined on June 2, 2012, that it is in the best interests of the Company to delist voluntarily the Company’s common stock from NYSE Amex.

~~Pursuant~~In toview of, among other things, management’s belief that under the Company’s current circumstances it is not reasonably practicable for the Company to establish and implement a plan of compliance that would satisfy NYSE Amex’s continued listing requirements, the Board of Directors of the ~~Securities~~Company ~~Exchange~~determined ~~Act~~on June 2, 2012, that it is in the best interests of ~~1934~~the Company to delist voluntarily the Company’s common stock from NYSE Amex. In connection therewith, the ~~registrant~~Company ~~has~~formally ~~duly~~notified ~~caused~~NYSE ~~this~~Amex ~~report~~on June 4, 2012 of the Company’s intention to befile ~~signed~~a onForm ~~its~~25 ~~behalf~~- byNotification of Removal from Listing and/or Registration under Section 12(b) of the ~~undersigned~~Securities ~~hereunto~~Exchange ~~duly~~Act ~~authorized~~of 1934, as amended, with the SEC on or about June 14, 2012.

~~Date:~~The ~~May~~Company 7expects that the delisting will take effect on or about June 25, 2012. ~~TRI-VALLEY~~Accordingly, ~~CORPORATION~~the ~~/s/~~Company ~~Maston~~expects N.that ~~Cunningham~~the ~~Maston~~last Nday of trading of its common stock on NYSE Amex will be on or about June 25, 2012. After ~~Cunningham~~delisting, ~~President~~the Company’s common stock is anticipated to be available for trading on one of the OTC markets, although there can be no assurances that any trading market for the Company's common stock will exist, and ~~Chief~~the ~~Executive~~liquidity ~~Officer~~of such market may be extremely limited.

~~EXHIBIT~~A ~~INDEX~~copy of the Company’s press release announcing the voluntary delisting from NYSE Amex is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Exhibit Number	Description of Exhibit
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.

Item 8.01

Other Events.

Engagement of FTI Consulting

On June 1, 2012, the Company retained FTI Consulting, Inc. (“FTI Consulting”) to review the Company’s cash flows and liquidity position, and to assist it with its internal evaluation of strategic alternatives and objectives. A copy of the press release announcing the engagement of FTI Consulting is attached hereto as Exhibit 99.1 hereto and is incorporated herein by reference.

Postponement of Annual Meeting of Stockholders

In light of the Company’s ongoing review of strategic alternatives and objectives, the Company has determined to postpone its Annual Meeting of Stockholders, originally scheduled to be held on June 15, 2012, until a new meeting date is determined by the Board of Directors of the Company. The new date of the Annual Meeting of Stockholders has not yet been set. The Company will announce the new date, time, and place of the Annual Meeting once a final determination has been made. A copy of the press release

announcing the postponement of the Annual Meeting of Stockholders is attached hereto as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits


Exhibit Number	Description of Exhibit
4.1	Senior Secured Demand Note issued to the Gamble Trust on June 1, 2012.
10.1	Second Amendment and Modification of Deed of Trust, Assignment of Production, Security Agreement, Fixture Filing, and Financing Statement, dated as of June 1, 2012, executed by Tri-Valley Oil & Gas Co. in favor of the Gamble Trust.
10.2	Second Modification of Transaction Documents, dated as of June 1, 2012, between Tri-Valley Corporation and the Gamble Trust.
99.1	Press release dated June 4, 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.

Date: June 4, 2012

TRI-VALLEY CORPORATION

/s/ Maston N. Cunningham

Maston N. Cunningham, President and Chief Executive Officer

EXHIBIT INDEX


Exhibit Number	Description of Exhibit
4.1	Senior Secured Demand Note issued to the Gamble Trust on June 1, 2012.
10.1	Second Amendment and Modification of Deed of Trust, Assignment of Production, Security Agreement, Fixture Filing, and Financing Statement, dated as of June 1, 2012, executed by Tri-Valley Oil & Gas Co. in favor of the Gamble Trust.
10.2	Second Modification of Transaction Documents, dated as of June 1, 2012, between Tri-Valley Corporation and the Gamble Trust.
99.1	Press release dated June 4, 2012.

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