SecProbe.io

August 6, 2010

Robert S. Herlin President and Chief Executive Officer Evolution Petroleum Corporation 2500 City West Blvd., Suite 1300 Houston, TX 77042
Re: Evolution Petroleum Corporation
  Registration Statement on Form S-3
Filed July 14, 2010
  File No. 333-168107

Dear Mr. Herlin:

We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 Outside Front Cover

 1. Please set forth on the outside front cover of the prospect us the calculation of the
aggregate market value of the registra nt’s outstanding voting and nonvoting common
equity pursuant to General Instruction I.B.6 of Form S-3 and the amount of all securities
offered pursuant to General Instruction I.B .6 during the prior 12 cal endar month period
that ends on, and includes, the date of th e prospectus.  See Instruction 7 to General
Instruction I.B.6 of Form S-3.
 Ratios of Earnings to Fixed Charges…, page 3

2. We note that your earnings are not  sufficient to cover your fixe d charges.  Please confirm
that you will include risk factor disclosure in any prospectus supplement to issue debt securities.

Robert S. Herlin Evolution Petroleum Corporation
August 6, 2010 Page 2

Description of Warrants, page 4

 3. You state that you may issue warrants to purchas e “other securities.”  Please clarify the
nature of such “other securities.”
 Information Incorporated by Reference, page 14

 4. We note your statement that “all documents filed by us pursuant to the Exchange Act after the date of the initial registration statement and prior to effectiveness of the
registration statement.”  Please revise this statement in light of the requirement that certain Exchange Act filings must be speci fically incorporated by reference into the
prospectus by means of a statement to that effect in the prospectus listing all such
documents.  See Item 12(a) of Form S-3.
Signatures

 5. Please amend your registration statement to in clude the signature of  your controller or
principal accounting officer.  Please see Si gnatures, Instruction 1 to Form S-3.
 Exhibit 5.1

 6. Please obtain and file as exhibits  new or revised opinions that:
• opines that the preferred stock is lega lly issued, fully paid, and nonassessable;
• states that the warrants will constitute valid and binding obligations of the
registrant; and,
• opines on the law on which the indentures are governed.

7. Please confirm that you will file a clean legal opinion with each shelf takedown.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  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.    Notwithstanding our comments, in the event you reque st acceleration of the effective date of the
pending registration statement please provide  a written statement from the company
acknowledging that:
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

Robert S. Herlin Evolution Petroleum Corporation August 6, 2010 Page 3

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the registration statement.
Please contact Douglas Brown at (202) 551- 3265 or Michael Karney at (202) 551-3847
with any questions.
Sincerely,

H. Roger Schwall Assistant Director
cc: Michael Larkin  (713) 652-5152