SecProbe.io

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Mail Stop 3561
      November 22, 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
File No. 001-16653

Dear Mr. Whitehead:

      We have reviewed your response letter dated November 16,
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 from your response to prior comment number one that you
intend to amend your annual reports filed on Form 10-KSB for the
fiscal periods ended December 31, 2003 and 2004, in addition to
your
quarterly reports filed on Form 10-QSB for all quarterly periods
in
fiscal 2004 and the first two quarterly periods of fiscal 2005.
You
also indicate in your response that you were not yet subject to
the
provisions of SFAS No. 146 and therefore, evaluated the costs
associated with the operating lease of your Canadian office as
exit
costs that qualified for accounting under EITF No. 88-10.  While
we
acknowledge that the guidance under SFAS No. 146 was not yet
applicable, costs resulting from an exit plan that are not
associated
with or that do not benefit activities that will be continued were
subject to the accounting guidance prescribed under EITF No. 94-3,
"Liability recognition for Certain Employee Termination Benefits
and
Other Costs to Exit an Activity (including Certain Costs Incurred
in
a Restructuring)," prior to the effectiveness of SFAS No. 146.  In
this regard, since you were aware of the subtenant`s intent to not
continue subleasing the office space in the fourth quarter of
fiscal
2002 and management`s had previously committed to exit these
facilities, it appears a liability for the remaining lease costs
should have been recognized in the fourth quarter of fiscal 2002,
when receipt of future sublease rentals was no longer probable.
Under these circumstances, we would expect an entity to revise its
estimate of the exit costs to account for such change in events
upon
knowledge of such new information or subsequent events in
accordance
with APB No. 20.  Please tell us in clear and concise detail how
you
considered EITF No. 94-3 in your analysis with respect to the
treatment of the exit costs associated with your Canadian office.
Please provide us with a timeline of the events and the actual and
revised amounts associated with each interim and annual period
affected.  Tell us how the amounts were calculated and whether the
variance for each affected period was material.  If you do not
believe you were subject to the accounting for such exit costs
under
EITF No. 94-3, please explain in detail as to why.

2. Please note that the Company should ensure that it makes all
necessary disclosures required by APB No. 20 as well as clearly
explain the restatement.  Please label all columns of the restated
financial statements as "Restated."  In addition, the company
should
reassess its prior disclosures in its Forms 10-KSB and 10-QSB
regarding its assessment of its disclosures controls and
procedures
in light of the restatements.

********

      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 22, 2005
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