SecProbe.io

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3561
      November 1, 2005

Via U.S. Mail and Facsimile

Albert E. Whitehead
Chief Executive Officer
Empire Petroleum Corporation
8801 S. Yale, Suite 120
Tulsa, OK 74137

RE:	Empire Petroleum Corporation
Form 10-KSB for the Fiscal Year Ended December 31, 2004
Form 10-QSB for the Quarter Ended June 30, 2005
File No. 001-16653

Dear Mr. Whitehead:

      We have reviewed your response letter dated October 14,
2005,
and have the following comments.  Where expanded disclosure is
requested, you may comply with these comments in future filings.
If
you disagree, we will consider your explanation as to why our
comments are not applicable or a revision is unnecessary.  We also
ask you to provide us with supplemental information so we may
better
understand your disclosure.  Please be as detailed as necessary.
We
look forward to working with you in these respects and welcome any
questions you may have about any aspects of our review.

      Please respond to confirm that the comment will be complied
with, or, if the comment is deemed inappropriate by the Company,
advise the staff of the reason thereof.  Pursuant to Rule
101(a)(3)
of Regulation S-T, your response should be submitted in electronic
form, under the label "corresp" with a copy to the staff.  Please
respond within ten (10) business days.

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

Item 6. Management`s Discussion and Analysis, page 9
Results of Operations, page 15

1. We note your response to prior comment number one citing the
reason for accruing 18 months of lease payments for your Canadian
office during the third quarter of fiscal 2003.  However, it is
unclear, based on your response, how your accounting for the
liability relating to your remaining lease payments for your
Canadian
office complies with the guidance outlined in paragraph 16 of SFAS
No. 146.  Specifically, paragraph 16 of SFAS. No 146 states, "a
liability for costs that will continue to be incurred under a
contract for its remaining term without economic benefit to the
entity shall be recognized and measured at its fair value when the
entity ceases using the right conveyed by the contract," (e.g. the
right to use a lease property) or its "cease use" date.  In this
regard, please explain to us in detail why you believe the
recognition of 18 months of lease expense and related liability in
the third quarter of fiscal 2003 was appropriate rather than when
you
shut down your Canadian office in the first quarter of fiscal
2002.

2. Notwithstanding the above, please explain in clear and concise
detail how you were able to conclude that although your accrual
for
the lease payments should have been limited to the first nine
months
of fiscal 2003; your recognition of 18 months did not require you
to
account for the difference as a correction of an error, but rather
a
change in accounting estimate, in light of the fact that you were
aware the third party had already decided not to continue the
sublease arrangement for the office space in December 2002.  Note
that changes in accounting estimates result from new information
or
subsequent developments whereas an error in financial statements
results from the misuse of facts that existed at the time the
financial statements are prepared.  We may have further comment
upon
receipt of your response.

Form 10-QSB for the Fiscal Quarter Ended June 30, 2005

3. We note your response to prior comment number two.  Please tell
us
and disclose in future filings the specific reasons that, although
the Gabs Valley has not been evaluated since it was acquired in
May
2003, management does not believe that impairment of Gabs Valley
Prospect in Nevada is necessary as of December 31, 2004 and in any
subsequent period in light of your history of operating and cash
flow
losses and declining revenues during the past two years.

4. We note your response to prior comment number three in which
you
indicate that you were no longer liable for the lease payments
associated with the Canadian office as a result of the expiration
of
the statute of limitations under Canadian Law such that the lessor
could seek Empire Petroleum Corporation for damages with respect
to
your obligations under the lease.  In this regard, please explain
why
the reversal of the lease payments was not recognized during the
quarter ended March 31, 2005 when it appeared that the 2 year
period
had expired in January 2005.  We may have further comment upon
receipt of your response.

Other

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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 securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Jean Yu at (202) 551-3305 or Linda Cvrkel,
Branch Chief, at (202) 551-3813 if you have questions regarding
comments on the financial statements and related matters.

								Sincerely,

								Linda Cvrkel
								Branch Chief
Albert E. Whitehead
Empire Petroleum Corporation
November 1, 2005
Page 1

</TEXT>
</DOCUMENT>