SecProbe.io

March 6 , 2014

Via E -mail
Randall D. Keys
Chief Financial  Officer
Evolution Petroleum Corporation
2500 CityWest Blvd ., Suite 1300
Houston , Texas 77042

Re: Evolution Petroleum Corporation
 Registration Statement on Form S -3
Filed February 11 , 2014
File No. 333-193899

Dear Mr. Keys :

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 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.

Registration Statement on Form S -3 Filed February 11 , 2014

General

1. The cover page of the  current report on Form 8 -K that you  filed on December 17, 2013
indicates that the “date of earliest event” was December 5, 2013, the date you held your
annual meeting .  However, General Instruction B to Form 8 -K requires the current report
to be filed within four business days, and Instruction 1 to Item 5.07 states that the four -
day period begins to run “on the day on which the meeting ended.”  Becau se you did not
file the  required  current report within the period that Form 8 -K specifies, it appears  that
you are ineligible to use Form S -3.  Refer to Instruction I.A.3(b) of Form S -3.  See also
Question 121A.01 of the Compliance and Disclosure Interpret ations  for Form 8 -K,
available at http://www.sec.gov/divisions/corpfin/guidance/8 -kinterp.htm .  When you
amend your registration statement, p lease  file it using a form you are eligible  to use .

Randall D. Keys
Evolution Petroleum Corporation
March 6 , 2014
Page 2

2. Also, to the extent that you use incorporation by reference in any future Securities Act
filings, please be sure to include all the required references so that your document is
complete.  In that regard, we  note that you did not list at page 24 of your registration
statement all the required current reports on Form 8 -K filed since fiscal year end.  See
Item 12(a)(2) of Form S -3.  We also note that the Form 10 -K to which you incorporate by
reference also inco rporates certain information by reference to the DEF14A you
subsequently filed.

Exhibit 5.1

3. The legality opinion  that you file as an exhibit  pursuant to  Item 601(b)(5) of Regulation
S-K must  present counsel’s opinion based  on the law of the jurisdiction where you, as the
issuer, are incorporated .  Refer to Section II.B.1.a  of Staff Legal Bulletin No. 19 (CF) ,
which is available at  http://www.sec.gov/interps/legal/cfslb19.htm .  In this regard, we
note that although you are incorporated in Nevada, the legality opinion  you filed  is
limited to federal law and  the laws of the State of Texas.   Please obtain and file as an
exhibit a new or revised opinion of counsel which gives effect to this comment.

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 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 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 Commissi on 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 acc uracy 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.

Please refer to Rules 460 and 461 regarding requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under

Randall D. Keys
Evolution Petroleum Corporation
March 6 , 2014
Page 3

 the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to revie w any amendment prior to the requested effective date of the
registration statement.

Please contact PJ Hamidi , Law Clerk,  at (202) 551 -3421 or , in his absence,  Timothy S.
Levenberg, Special Counsel, at (202) 551 -3707  with any questions.

Sincerely,

 /s/H. Roger Schwall

 H. Roger Schwall
Assistant Director

cc: Michael T. Larkin
Porter Hedges LLP