SecProbe.io

July 2, 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
 Amendment No. 1 to Registration Statement on Form S -3
 Filed June 19 , 2013
 File No . 333-188705

Dear Mr. McDonald :

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

Amendment No. 1 to Registration Statement on Form S -3

1. We note your response to prior comment s 3 and 5 to our letter dated June 11, 2013.
However, we note several references in your amended filing to “Subsidiary Guarantors”
and “Subsidiary Guarantees.”  Similarly, we note a reference to “related Guarantees” in
the legal opinion.  Please revise or advise.

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
July 2, 2013
Page 2

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 Commission 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 accuracy of the disclosure in the filing; and
 the company may not assert staff comments and the declaration of effectiv eness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

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

Sincerely,

        /s/ Brad Skinner for

        Anne Nguyen Parker
        Branch Chief

CC: Michael T. Larkin
 Adams and Reese LLP