SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE

        March 12, 2009  Mr. Sterling H. McDonald Chief Financial Officer Evolution Petroleum Corporation 2500 CityWest Blvd., Suite 1300 Houston, Texas  77042
 Re: Evolution Petroleum Corporation
Form 10-K for Fiscal Year Ended June 30, 2008
Filed September 24, 2008 Amended Schedule 14A Filed November 4, 2008 Response Letter Dated March 4, 2009 Filed March 5, 2009 File No. 001-32942
  Dear Mr. McDonald:
We have reviewed your response letter and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
Form 10-K for the Fiscal Year Ended June 30, 2008

General

1. We note your response to our prior comment  1. Given that you determined that
the sales contracts with DCP Midstream , LP, and ETC Texas Pipeline, LTD may
be considered material c ontracts, please amend Part IV of your Form 10-K to
include such contracts as exhibits.

Mr. Sterling H. McDonald
Evolution Petroleum Corporation
March 12, 2009 Page 2  Item 2.  Properties, page 16

2. We note your response to our prior comme nt 2.  Please provide an example of
disclosure you will use in future filin gs using the information you provided in
your response.
 Amended Schedule 14A filed November 4, 2008

 Short Term Incentive Bonus, page 11

3. We note your response to our prior comment  8 and reissue the comment in part.

• Please clarify the signif icance of the “bonus targ ets” and whether the
percentage listed for the executi ve officers (100% or 75%) is the
percentage of base salary  that will be paid as a short term incentive bonus
if all of the goals are achieved.
• To the extent necessary, make changes to other disclosure in your
compensation discussion and analysis so  as to present a clear and uniform
discussion of your executive compensation practices.  In particular, please
refer uniformly to the corporate and individual factors  throughout your
compensation discussion and analysis.
• Discuss whether the market factors discussed in the section, Setting
Executive Compensation, are included in the determination of short term
incentive bonus and how this cha nges the equation fo r calculating the
singe payout factor.
• Please include the corporate goals on which each executive officer’s corporate performance is measured wh en determining the corporate factor.
• We note your statement that your “named executive officers took a
substantial portion of their short te rm bonus in the form of restricted
stock.”  Emphasis added.  Please disclose who makes the determination as to whether the executive officers are to  be paid their short term incentive
bonus in cash or restricted stock.

Please provide an example of disclosure you will use in future filings using the
information you provided in your response.
 Form 10-Q for the Quarter Ended December 31, 2008

 Certifications, exhibits 31.1 and 31.2

4. Please revise your certifications to match the exact form set forth in Item 601(b)(31) of Regulation S-K, including th e phrase in paragraph 4, “and internal
control over financial reporting (as define d in Exchange Act Rules 13a-15(f) and
15d-15(f))” which you omitted fr om the cer tifications.

Mr. Sterling H. McDonald
Evolution Petroleum Corporation March 12, 2009 Page 3  Closing Comments

 As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed co ver letters greatly faci litate our review.
Please understand that we may have addi tional comments after reviewing your
amendment and responses to our comments.
Please contact Douglas Brown at (2 02) 551-3265, John Madison at (202) 551-
3296 or me at (202) 551- 3740 with any questions.

     S i n c e r e l y ,
     H. Roger Schwall Assistant Director