SecProbe.io

June 11, 2013

Via E -mail
Sterling McDonald
Vice President and Chief Financial Officer
Evolution Petroleum Corporation
2500 City West Blvd., Suite 1300
Houston, Texas 77042

Re: Evolution Petroleum Corporation
 Registration Statement on Form S -3
 Filed May 20 , 2013
 File No . 333-188705

Dear Mr. McDonald :

 We have limited our review of your registration 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 appl y 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 registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Registration Statement on Form S -3

General

1. Footnote (3) of your Calculation of Registration Fee table indicates that your common
stock includes preferred share purchase rights, which may be  triggered by certain events .
Please revise your filing to describe such rights.

Mr. Sterling McDonald
Evolution Petroleum Corporation
June 11, 2013
Page 2

 Information Incorporated by Reference, page 23

2. We note that you have incorporated by reference the description of the Company’s
common stock contained in its registration statement on Form 8 -A filed on July 13, 2006,
and “any amendment or report subsequently filed for the purpose of updating such
description.”  Please revise to indicate the specific amendment and report subsequently
filed, including the filing date.   Provide similar disclosure with re spect to any amendment
or report filed with a description of the Series A Preferred Stock.

Signatures , page II -4

3. We note that your debt securities may be guaranteed by one or more of your subsidiaries.
Please revise to include the signature of each registrant, including your subsidiary
guarantors.

Exhibits

Exhibit 4.7

4. We note that you reference a specimen form of the company’s stock certificate that was
previously filed on October 19, 2005.  This specimen stock certificate reflects your prior
company name, Natural Gas Systems, Inc.  Please tell us if you have on file stock
certificates that reflect your current corporate name.

Exhibit 5.1

5. Please provide a revised legality opinion that opines that each guarantee will be the
binding obligation of  its guarantor.  Refer to Section II.B.1.e of Legality and Tax
Opinions in Registered Offerings, Staff Legal Bulletin No. 19 (October 14, 2011) .

6. We note that footnote (2) of your Calculation of Registration Fee table indicates that you
are also registering preferred stock and debt securities underlying convertible preferred
stock, securities warrants, or debt securities.  Your revised legality opin ion should also
opine on the underlying securities.  See Section II.B.1.f of SLB No. 19. In that regard, we
also note that assumption (x) of your opinion may be inappropriate .

Closing Comments

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 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.

Mr. Sterling McDonald
Evolution Petroleum Corporation
June 11, 2013
Page 3

 Notwithstanding our comments, in the event you request 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 pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commissio n from taking any action with respect
to the filing;
 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 accur acy of the disclosure in the filing; and
 the company may not assert staff comments and 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.

Pleas e contact Caroline Kim, Attorney  Advisor , at (202) 551 -3878 or , in her absence, the
undersigned  at (202) 551 -3611 with any  questions.

Sincerely,

/s/ A.N. Parker

        Anne Nguyen Parker
        Branch Chief

CC: Michael T. Larkin
 Adams and Reese LLP