SecProbe.io

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TYPE                                 CORRESP

SUBMISSION-CONTACT

        NAME                         Albert E. Whitehead

        PHONE                        918-488-8068

FILER

        CIK                          0000887396

        CCC                          rb$okg9b

CONNER & WINTERS
ATTORNEYS & COUNSELORS AT LAW                            J. Ryan Sacra

Conner & Winters, LLP                             Direct  918-586-8528
3700 First Place Tower - 15 East Fifth Street        Fax  918-586-8628
Tulsa, Oklahoma  74103-4344	                       rsacra@cwlaw.com
918-586-5711

                                    November 16, 2005

Linda Cvrkel
Branch Chief
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

	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 Ms. Cvrkel:

In connection with your review of the above referenced filings, we offer the
following responses to the comments and requests contained in your November 1,
2005 letter to Albert E. Whitehead of Empire Petroleum Corporation (the
"Company").  To facilitate your review of our responses, we have restated each
of your comments followed by our response.

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

Comment No. 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
November 16, 2005
Page 2

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.

The following sequence of events related to the Canadian office lease occurred:

1.  First quarter 2002 - Company exited its Canadian office.  The subtenant
continued to pay rent through calendar 2002, but would not sign a sublease.

2.  Fourth quarter 2002 - Company initiated efforts to sublease the office space
to a party other than subtenant, including through the use of a sublease agent.

3.  January 2003 - Subtenant moved out(1)and lessor terminated lease.

4.  Third quarter 2003 - Company finally determined that it would not be
successful in subletting the office space.

5.  Second quarter 2005 - Company determined that statute of limitations had
run.

The accounting for exit activities in the first quarter of 2002, considered to
be the initial cease use date, is found in EITF 88-10 (SFAS No. 146 was not
issued and effective as of that date) which provided, in part, "When the lease
is not terminated and the leased property will not be used for operating
purposes, the amount of expense to be recognized would be equal to the total of
those remaining costs [including remaining lease rentals] reduced by any actual
or probable sublease income and could be based on either actual or discounted
amounts."

In the first quarter of 2002, the Company evaluated the likelihood of sublease
income fully offsetting lease expense as probable and did not accrue any future
obligation at that date.

In January 2003, when the subtenant moved out, the Company should have
considered that another cease use date and accrued rentals through the remainder
of the lease of approximately $176,000.  This January 2003 event was confirmed
by the landlord's formal termination of the lease in the same month.

Because the landlord made no assertion to perfect its claim for unpaid rents,
the statute of limitations would prevent the landlord from doing so beginning
the second quarter of 2005.  At that date, the accrual should be reversed.

The above proposed accounting will require amendments of the 2003 and 2004
Form 10-KSB's and the 10-QSB's filed for the year 2004 and the first two
quarters of 2005.

______________________________________
(1)     The Company's response letter dated October 13, 2005 stated that the
subtenant moved out in December 2002.  However, since the date of the letter,
the Company contacted the subtenant and the subtenant stated that its records
reflect that it moved out in January 2003.
November 16, 2005
Page 3

The conclusion above related to the amended filings makes the question
regarding correction of an error in comment 2 a moot point.

Comment No. 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.

See Company's response to Comment No. 1 above.

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

Comment No. 3:

We note your response to prior comment number two.  Please tell us and disclose
in future filings the specific reasons that, although the Gabbs 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.

Pursuant to SFAS No. 19, par. 28, "Unproved properties shall be assessed
periodically to determine whether they have been impaired.  A property likely
would be impaired, for example, if a dry hole has been drilled on it and the
enterprise has no firm plans to continue drilling.  Also, the likelihood of
partial or total impairment of a property increases as the expiration of the
lease term approaches if drilling activity has not commenced on the property or
nearby properties."

The Company has determined that the Gabbs Valley leases should not be impaired
for the following reasons:

1.  No dry holes have been drilled on the Gabbs Valley Prospect or nearby
properties.

2.  Two of the eleven leases related to the Gabbs Valley Prospect were to expire
in September 2005, but were extended until February 2006 and such leases can be
held by drilling a well.

3.  A seismic program has been planned for some time, a seismic survey was
initiated in October 2005 and the results of the seismic survey should be
available during the fourth quarter 2005.

4.  Depending on the results of the seismic survey, the Company and its partners
intend on commencing a drilling program or making other arrangements required by
the lessors to hold the leases related to the Gabbs Valley Prospect.

November 16, 2005
Page 4

We note your comment to disclose in future filings the specific reasons that the
Gabbs Valley Prospect has not been impaired.  The Company performs an impairment
test annually on its assets, including its properties, in the fourth quarter of
each year.  The Company also performs a review for impairment when events or
changes in circumstances indicate the carrying value of an asset may not be
recoverable.  In connection with the amendment to the Company's Form 10-KSB for
the period ended December 31, 2004, the Company will disclose this testing
procedure and the reasons why it did not impair the Gabbs Valley Prospect as of
the end of December 31, 2004 (as described in this letter above).  The Company
will also disclose in its Form 10-KSB for the period ended December 31, 2005 the
results of its impairment test to be conducted in the fourth quarter of this
year after the Company receives the results of the seismic survey on the Gabbs
Valley Prospect.

Comment No. 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.

The statute in question provides that if a person liable in respect of a claim
acknowledges the claim, the operation of the limitation period begins again at
the time of the acknowledgement.  Although management of the Company is not
certain of the exact date of the last communication between the Company and
lessor, management is certain that there was no further communication between
the Company and lessor subsequent to the first quarter of 2005.  Because the
lessor could argue that any communication between the Company and lessor during
the first quarter of 2005 would have tolled the statute of limitations, the
Company determined that the prudent course of action was to recognize the
reversal during the second quarter of 2005.

We would appreciate your earliest possible review of this letter in response to
your comments.  To expedite the conveyance of additional comments, please feel
free to call me at (918) 586-8528 at any time.

						Yours very truly,

						/s/ J. Ryan Sacra

						J. Ryan Sacra

cc:	Empire Petroleum Corporation
	Albert E. Whitehead

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