SecProbe.io

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 January 21, 2026

Kelly W. Loyd
President and Chief Executive Officer
Evolution Petroleum Corporation
1155 Dairy Ashford Road, Suite 425
Houston, TX 77079

 Re: Evolution Petroleum Corporation
 Registration Statement on Form S-3
 Filed January 16, 2026
 File No. 333-292785
Dear Kelly W. Loyd:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Anuja Majmudar at 202-551-3844 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: David S. Bakst
</TEXT>
</DOCUMENT>

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 EVOLUTION
PETROLEUM CORPORATION

 1155 Dairy Ashford
Road, Suite 425

 Houston, Texas
77079

 (713) 935-0122

 January 26, 2026

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549-7010

 Re: Acceleration Request

 Evolution Petroleum Corporation

 Registration Statement on Form S-3

 Filed January 16, 2026

 File No. 333-292785

 Ladies and Gentlemen:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Evolution Petroleum Corporation (the "Company") hereby requests that the effective
date for the registration statement referred to above be accelerated so that it will be declared effective at 4:00 p.m. Eastern Standard
Time on January 27, 2026, or as soon as possible thereafter.

 The Company requests that
we be notified of such effectiveness by a telephone call to David S. Bakst of Mayer Brown LLP at (212) 506-2500 and that such effectiveness
also be confirmed in writing.

 Very truly yours,

 Evolution Petroleum Corporation

 By:
 /s/ Ryan Stash

 Name:
 Ryan Stash

 Title:
 Senior Vice President and Chief Financial Officer

 cc: David S. Bakst, Mayer
Brown LLP

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    www.evolutionpetroleum.com
    1155 Dairy Ashford Road, Suite 425, Houston, Texas 77079
    713-935-0122

February 17, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549

Attn: Michael Purcell

    Re:
    Evolution Petroleum Corporation

    Registration Statement on Form S-3

    File Number 333-265430

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, Evolution Petroleum Corporation (the “Company”) hereby requests that the effectiveness
of the above-referenced registration statement on Form S-3 be accelerated so that it will become effective at 4:00 p.m. Eastern
time on February 23, 2023, or as soon thereafter as practicable.

Please
telephone the undersigned (713-201-0505) or Jeff M. Dobbs of Mayer Brown LLP (713-238-2697) if you have any questions with respect
to the foregoing.

*          *           *

    Very truly yours,

    EVOLUTION PETROLEUM CORPORATION

    By:
    /s/ Ryan Stash

    Name: Ryan Stash

    Title: Senior Vice President, Chief Financial Officer and Treasurer

United States securities and exchange commission logo
June 13, 2022
Ryan Stash
Senior Vice President, Chief Financial Officer, and Treasurer
Evolution Petroleum Corporation
1155 Dairy Ashford Road, Suite 425
Houston, Texas 77079
Re:Evolution Petroleum Corporation
Regulation Statement on Form S-3
Filed June 3, 2022
File No. 333-265430
Dear Mr. Stash:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Michael Purcell at 202-551-5351 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Jeff Dobbs

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    Mayer Brown LLP

    700 Louisiana Street

    Suite 3400

    Houston, Texas 77002-2730

  Main Tel (713) 238-3000

  Main Fax (713) 238-4888

  June 3, 2022
  www.mayerbrown.com

  VIA EDGAR
  Jeff M. Dobbs

  Direct Tel (713) 238-2697

  Division of Corporation Finance
  Direct Fax (713) 238-4697

  United States Securities and Exchange Commission
  jdobbs@mayerbrown.com

  100 F Street, NE

  Washington, D.C. 20549

  Re:
  Evolution Petroleum Corporation

  Registration Statement on Form S-3

  Filed June 3, 2022

  File No. 333-265430

Ladies and Gentlemen:

On behalf of Evolution Petroleum
Corporation, a Nevada corporation (the “Company”), we have electronically transmitted this letter in connection with the above-referenced
Registration Statement on Form S-3 (the “Registration Statement”) filed by the Company with the United States Securities
and Exchange Commission on June 3, 2022.

On January 21, 2022,
the Company filed a Current Report on Form 8-K (the “Foundation Initial Report”) to report the closing of the Company’s
acquisition of non-operated oil and natural gas assets in the Williston Basin in North Dakota (the “Foundation Transaction”)
from Foundation Energy Fund VII-A, LP and Foundation Energy Management, LLC. On March 30, 2022 the Company filed a Current Report
on Form 8-K/A (the “Foundation Amended Report”) to amend and supplement the Foundation Initial Report to provide the
financial statements for the properties acquired in the Foundation Transaction and the pro forma financial information required by Item
9.01 of Form 8-K.

On April 6, 2022, the
Company filed a Current Report on Form 8-K (the “Jonah Initial Report”) to report the closing of the Company’s
acquisition of non-operated oil and natural gas assets in the Jonah Field in Sublette County, Wyoming (the “Jonah Transaction”)
from Exaro Energy III, LLC.

Before the Company requests
acceleration of the effective date of the Registration Statement, the Company will file a Current Report on Form 8-K/A (the “Jonah
Amended Report”) to amend and supplement the Jonah Initial Report to provide the financial statements for the properties acquired
in the Jonah Transaction and the pro forma financial information required by Item 9.01 of Form 8-K. In addition, the Company will
also file all required updates to the pro forma financial information previously filed for acquired properties before the Company requests
acceleration of the effective date of the Registration Statement.

Mayer
Brown is a global services provider comprising an association of legal practices that are separate entities including

Mayer Brown LLP (Illinois, USA), Mayer Brown International LLP (England), Mayer Brown (a Hong Kong partnership)

and Tauil & Chequer Advogados (a Brazilian partnership).

    Mayer Brown LLP

    United States Securities and Exchange Commission

    June 3, 2022

    Page 2

Please feel free to contact
the undersigned at 713-238-2697 or jdobbs@mayerbrown.com with any notifications, or if you have any questions or need further information.
Thank you for your assistance in this matter.

  Sincerely,

  /s/ Jeff M. Dobbs

  Jeff M. Dobbs

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		Document

May 31, 2019

Via E-mail and EDGAR

Securities and Exchange Commission

Attention: Anuja A. Majmudar

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Re:    Evolution Petroleum Corporation

Registration Statement on Form S-3

Filed May 13, 2019, as amended

Commission File No. 333-231412 (the "Registration Statement")

Ladies and Gentlemen:

Evolution Petroleum Corporation (the “Company) hereby requests, with respect to the above-captioned Registration Statement, that the effective date for the Registration Statement be accelerated so that it be declared effective at 1:00 p.m. Eastern Standard Time on June 4, 2019, or as soon thereafter as possible.

In making the request, the Company hereby acknowledges that: (i) should the Commission or the staff of the Commission, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the staff of the Commission, 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 (iii) 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.

 Sincerely,

 EVOLUTION PETROLEUM CORPORATION

 By:

 /s/ David Joe

 David Joe

 Senior Vice President, Chief Financial Officer and

 Treasurer

cc:    Mark W. Coffin, Esq.

Seyfarth Shaw LLP

Evolution Petroleum Corporation   ▪     1155 Dairy Ashford, Suite 425   ▪   Houston, Texas  77079

Tel:  713-935-0122            FAX:  713-935-0199

May 20, 2019
Robert S. Herlin
Interim Chief Executive Officer
Evolution Petroleum Corporation
1155 Dairy Ashford, Suite 425
Houston, TX 77079
Re:Evolution Petroleum Corporation
Registration Statement on Form S-3
Filed May 13, 2019
File No. 333-231412
Dear Mr. Herlin :
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Anuja A. Majmudar, Attorney-Advisor, at (202) 551-3844 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Natural Resources
cc:       Mark W. Coffin, Esq.

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		Document

June 1, 2016

Via E-mail and EDGAR

Securities and Exchange Commission

Attention: Parhaum J. Hamidi

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Re:    Evolution Petroleum Corporation

Registration Statement on Form S-3

Filed May 12, 2016

Commission File No. 333-211338 (the "Registration Statement")

Ladies and Gentlemen:

Evolution Petroleum Corporation (the “Company) hereby requests, with respect to the above-captioned Registration Statement, that the effective date for the Registration Statement be accelerated so that it be declared effective at 1:00 p.m. Eastern Standard Time on June 3, 2016, or as soon thereafter as possible.

In making the request, the Company hereby acknowledges that: (i) should the Commission or the staff of the Commission, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the staff of the Commission, 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 (iii) 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.

 Sincerely,

 EVOLUTION PETROLEUM CORPORATION

 By:

 /s/ David Joe

 David Joe

 Senior Vice President and

 Chief Financial Officer

cc:    Mark W. Coffin, Esq.

Seyfarth Shaw LLP

Evolution Petroleum Corporation   ▪     2500 CityWest Blvd., Suite 1300   ▪   Houston, Texas  77042

Tel:  713-935-0122            FAX:  713-935-0199

Mail Stop 4628
May 24 , 2016

Randall D . Keys
President and Chief Executive  Officer
Evolution Petroleum Corporation
2500 City West Boulevard ., Suite 1300
Houston , TX 77042

Re: Evolution Petroleum Corporation
  Registration Statement on Form S-3
Filed  May 12 , 2016
  File No.  333-211338

Dear Mr. Keys :

This is to advise you that we have not  reviewed and will not review your registration
statement .

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.

In the event you request acceleration of the effective date of the pending regist ration
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 wit h 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 th e 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 4 61 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation

Randall D. Keys
Evolution Petroleum Corporation
May 24 , 2016
Page 2

 of the fact that those requesting acceleration are aware of their respective responsibilities u nder
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact Parhaum J. Hamidi, Attorney -Adviser,  at (202) 551 -3421  with any
questions.

Sincerely,

 /s/ Loan Lauren P. Nguyen  for

H. Roger Schwall
Assistant Director
Office of Natural Resources

cc: Mark W. Coffin , Esq.
Seyfarth Shaw  LLP

Mail Stop 4628
May 10, 2016

Via E -Mail
David Joe
Chief Financial Officer and Senior Vice President
Evolution Petroleum Corporation
2500 City West Blvd., Suite 1300
Houston, Texas 77042

Re: Evolution Petroleum Corporation
Form 10-K for the Fiscal Year ended June 30, 2015
Filed September 11, 2015
File No. 1-32942

Dear Mr. Joe :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
feder al securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable ru les require.

Sincerely,

 /s/ Karl Hiller

Karl Hiller
Branch Chief
Office of Natural Resources

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 Seyfarth Shaw LLP

700 Milam Street

 Suite 1400

Writer's direct phone

 Houston, TX 77002-2812

(713) 225-1337

 (713) 225-2300

Writer's Email

 fax (713) 225-2340

mcoffin@seyfarth.com

 www.seyfarth.com

April 29, 2016

VIA FEDERAL EXPRESS, EMAIL (Mr. John Hodgin) AND EDGAR

Mr. Karl Hiller
Branch Chief
Securities & Exchange Commission
Washington, D.C.  20549

Re:

 Evolution Petroleum Corporation
Form 10-K  for the Fiscal Year ended June 30, 2015
Filed September 11, 2015
File No. 001-32942

Dear Mr. Hiller:

Set forth below are the responses of Evolution Petroleum Corporation (the “Company”) to the comments contained in your letter dated April 6, 2016 regarding the Company’s above referenced filing.  For your convenience, we have repeated in bold type the comments exactly as set forth in the April 6, 2016 letter.  The Company’s response to each comment and request is set forth immediately below the text of the applicable comment or request.

For purposes of its responses, the Company has suggested modifications to the disclosures in its Form 10-K for the fiscal year ended June 30, 2015 based on its reasonable assessment of the information available at that time and its expectations for future development of the field as of that date.  This information will be reviewed based on additional information available for its Form 10-K for the fiscal year ended June 30, 2016.

Form 10-K for the Fiscal Year ended June 30, 2015

Properties, page 15

Proved Undeveloped Reserves, page 18

1.

 We note the proposed expanded disclosure provided in your response to comment 5 in our letter dated March 10, 2016 regarding the conversion of unproved reserves to proved reserves during fiscal 2015. Please expand the disclosure to also include a statement regarding the

Mr. Karl Hiller

April 29, 2016

Page 2

conversion of your proved undeveloped reserves to proved developed reserves, to comply with Item 1203(b) of Regulation S-K.

Answer:

The Company acknowledges the Staff's comment.  The Company proposes to expand its disclosure in future  filings to include the following additional information regarding the conversion of unproved to proved reserves.

Page 18 (additional language is underscored; bold designates changes reflected in previous response dated March 23, 2016):

Our proved undeveloped reserves were 5,097 MBOE at June 30, 2015 with associated future development costs of approximately $47.6 million. During the year ended June 30, 2015, no proved undeveloped reserves were converted to proved developed reserves. The 222 MBOE decrease in proved undeveloped reserves from 5,319 MBOE as of June 30, 2014 is primarily due to re-designing the gas NGL plant and the economic decision to consume recovered natural gas internally to lower Delhi Field lease operating expense instead of selling to third parties, resulting in a 404 MBOE natural gas reserve decrease partially offset by a 185 MBOE increase from better NGL recovery.

The initial assignment of proved undeveloped reserves in the Delhi Field was made on June 30, 2010, which involved a large scale CO2 enhanced oil recovery project.  The operator’s development plans for the field have remained essentially unchanged and were originally scheduled to be completed by June 30, 2015, within five years from the initial recording of such proved reserves.  The field is approximately 59% developed as of June 30, 2015.  However, as a result of the adverse fluid release event in the field in June 2013 and the resultant delay in reversion of our working interest, no unproved reserves were converted to proved reserves during fiscal 2015. However, during  fiscal 2015, the Company incurred capital expenditures of $5.0 million toward completion of the NGL plant, the startup of which is expected to occur during the second half of calendar 2016.   At June 30, 2015, the Company has further budgeted $19.6 million of fiscal 2016 capital expenditures toward completion of this plant. Expansion of the CO2 flood to the remaining undeveloped eastern portion of the field commenced subsequent to reversion of our working interest in late calendar 2014.  The Company incurred $3.8 million of capital expenditures until the operator suspended this project as a result of a significant reduction in its capital spending.  At June 30, 2015, $28.0 million of net future capital expenditures remained for development of the eastern part of the field. the The remaining full development of the field is now planned to continue over the next four fiscal years and is expected to be completed by December 31, 2018, approximately seven and one half years after the initial recording of proved reserves.  The 2013 addition of the NGL gas plant project to recover natural gas liquids and methane has required additional planning and has resulted in a prudent delay in the full development of the field's proved reserves.  Given the nature of CO2 EOR projects, we believe that the undeveloped reserves in the Delhi Field satisfy the conditions to continue to be included as proved undeveloped reserves because (1) we have established and continue to follow the previously adopted development plan for this project as adjusted to incorporate the completion of the NGL plant in 2016 and impact of the 2013 fluid release event; (2) we have significant ongoing development activities at this project that, as budgeted and currently being expended, reflect a significant and sufficient portion of remaining capital expenditures to convert proved undeveloped reserves to proved developed reserves; and (3) the operator has a historical record of completing the development of comparable long-term projects.

Acreage Data, page 20

2.

 We have read the explanation provided in your response to comment 7 indicating the Delhi Field is unitized and consequently, all acreage in the unit is held by production.  Please note the undrilled acreage within a unit that is held by production should be reported as undeveloped acreage for purposes of disclosure under item 1208(b) of Regulation S-K.  Please modify your disclosure as necessary to resolve any inconsistencies in the classification of your acreage.

Mr. Karl Hiller

April 29, 2016

Page 3

Answer:

The Company acknowledges the Staff's comment.  The Company proposes to revise its disclosure of developed and undeveloped acreage in future filings as set forth below.

Page 20 (language changes and quantity changes in table are underscored; bold designates changes reflected in previous response on March 23, 2016):

Acreage Data

The following table sets forth certain information regarding our developed and undeveloped lease acreage as of June 30, 2015. Developed acreage refers to acreage on which wells have been drilled or completed to a point that would permit production of oil and gas in commercial quantities. Undeveloped acreage refers to acreage on which wells have not been drilled or completed to a point that would permit production of oil and gas in commercial quantities whether or not the acreage contains proved reserves.

Field

 Developed Acreage

 Undeveloped Acreage

 Total

 Gross

 Net

 Gross

 Net

 Gross

 Net

Delhi Field, Louisiana*

 9,126

 2,180

 4,510

 1,077

 13,636

 3,257

Giddings Field, Texas**

 2,168

 2,134

 —

 —

 2,168

 2,134

Total

 11,294

 4,314

 4,510

 1,077

 15,804

 5,391

When the Company acquired the Delhi field in 2003, the field had been fully developed through primary and secondary recovery and all of such acreage was reflected as developed acreage. With the addition of a CO2-EOR project in the field, certain acreage is now reflected as undeveloped using tertiary recovery operations. We estimate that our Our developed acreage currently includes 13,636 9,126 gross (3,257 2,180 net) acres in the Delhi field, with approximately 4,510 gross (1,077 net) acres attributable to the remaining undeveloped areas in the eastern part of the field. , which is being developed using CO2-EOR operations. We own a 23.9% working interest (with 19.0% net revenue interest) and a separate 7.4% royalty interest in the field,. c Combined, this results in a 26.4% net revenue interest in the Delhi field.  We are not the operator of the EOR project. In addition, our developed acreage includes 2,168 gross (2,134 net) in the Giddings Field comprising of a 100% working interest in two producing wells, 99% working interest in one well subject to a back-in reversion of 22.5%.

*Includes from the surface of the earth to the top of the Massive Anhydride, less and except the Delhi Holt Bryant CO2 and Mengel Units. As the Delhi field is a unitized field, undrilled acreage is held by production as long as production is maintained in the unit.

**Excludes acreage for overriding royalty interests retained in various formations in the Giddings Field area.

Closing

In connection with its response to your comments, the Company acknowledges that:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

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

Mr. Karl Hiller

April 29, 2016

Page 4

We appreciate your consideration of this response letter.  If you have further questions or comments, please contact the undersigned at (713) 225-1337.

 Very truly yours,

SEYFARTH SHAW LLP

/s/ Mark W. Coffin

Mark W. Coffin

cc:    Mr. John Hodgin

United States Securities and Exchange Commission

Robert S. Herlin

Randall D. Keys

David Joe

Evolution Petroleum Corporation

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		CORRESP

 Seyfarth Shaw LLP

700 Milam Street

 Suite 1400

Writer's direct phone

 Houston, TX 77002-2812

(713) 225-1337

 (713) 225-2300

Writer's Email

 fax (713) 225-2340

mcoffin@seyfarth.com

 www.seyfarth.com

April 20, 2016

VIA FEDERAL EXPRESS, EMAIL (Mr. John Hodgin) AND EDGAR

Mr. Karl Hiller
Branch Chief
Securities & Exchange Commission
Washington, D.C.  20549

Re:

 Evolution Petroleum Corporation
Form 10-K  for the Fiscal Year ended June 30, 2015
Filed September 11, 2015
File No. 001-32942

Dear Mr. Hiller:

I am writing to confirm that pursuant to our conversation with Mr. John Hodgin, Evolution Petroleum Corporation (the “Company”) has been granted an extension of seven (7) business days to respond to the comments contained in your letter dated April 6, 2016 regarding the Company’s above referenced filings.

Very truly yours,

SEYFARTH SHAW LLP

/s/ Mark W. Coffin

Mark W. Coffin

cc.

Mr. John Hodgin

United States Securities and Exchange Commission

Robert S. Herlin

Randall D. Keys

David Joe

Evolution Petroleum Corporation

Mail Stop 4628
April 6, 2016

Via E -Mail
David Joe
Chief Financial Officer and Senior Vice President
Evolution Petroleum Corporation
2500 City West Blvd., Suite 1300
Houston, Texas 77042

Re: Evolution Petroleum Corporation
 Form 10-K for the Fiscal Year ended June 30, 2015
 Response dated March 23, 2016
File No. 1 -32942

Dear Mr. Joe :

We have reviewed  your March 23, 2016  response to our comment  letter  and have the
following comment s.  In some of our comments , we may ask you to provide us with information
so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possibl e when you will respond.  If you  do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have additional comments.
Unless we note otherwise, our references to prior comments are to comments in our March 10,
2016  letter .

Form 10 -K for the Fiscal Year ended June 30, 2015

Properties, page 15

Proved Undeveloped Reserves, page 18

1. We note the proposed expanded disclosure provided in your response to comment 5 in
our letter dated March 10, 2016 regarding the conversion of unproved reserves to proved
reserves during fiscal 2015.  Please expand the disclosure to also include a statement
regarding the conversion of your proved undeveloped reserves to p roved developed
reserves, to comply with Item 1203(b) of Regulation S -K.

David Joe
Evolution Petroleum Corporation
April 6, 2016
Page 2

 Acreage Data, page 20

2. We have read the explanation provided in your response to comment 7 indicating the
Delhi Field is unitized and consequently, all acreage in the unit is held by production.
Please note the undrilled acreage within a unit that is held by production sho uld be
reported as undeveloped acreage for purposes of disclosure under Item 1208(b) of
Regulation S -K.  Please modify your disclosure as necessary to resolve any
inconsistencies in the classification of your acreage.

You may contact John Hodgin, Petrole um Engineer, at (202) 551 -3699 if you have
questions regarding the comment s.  Please contact me at (202) 551 -3686 with any other
questions.

Sincerely,

 /s/ Karl Hiller

Karl Hiller
Branch Chief
Office of Natural Resources

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		CORRESP

 Seyfarth Shaw LLP

700 Milam Street

 Suite 1400

Writer's direct phone

 Houston, TX 77002-2812

(713) 225-1337

 (713) 225-2300

Writer's Email

 fax (713) 225-2340

mcoffin@seyfarth.com

 www.seyfarth.com

March 23, 2016

VIA FEDERAL EXPRESS, EMAIL (Mr. John Hodgin) AND EDGAR

Mr. Karl Hiller
Branch Chief
Securities & Exchange Commission
Washington, D.C.  20549

Re:

 Evolution Petroleum Corporation
Form 10-K  for the Fiscal Year ended June 30, 2015
Filed September 11, 2015
File No. 001-32942

Dear Mr. Hiller:

Set forth below are the responses of Evolution Petroleum Corporation (the “Company”) to the comments contained in your letter dated March 10, 2016 regarding the Company’s above referenced filing.  For your convenience, we have repeated in bold type the comments exactly as set forth in the March 10, 2016 letter.  The Company’s response to each comment and request is set forth immediately below the text of the applicable comment or request.

For purposes of its responses, the Company has suggested modifications to the disclosures in its Form 10-K for the fiscal year ended June 30, 2015 based on its reasonable assessment of the information available at that time and its expectations for future development of the field as of that date.  This information will be reviewed based on additional information available for its Form 10-K for the fiscal year ended June 30, 2016.

Form 10-K for the Fiscal Year ended June 30, 2015

Business, page 1

Delhi Field-Louisiana, page 1

1.

 Please expand your discussion to clarify the categories for reserves (e.g. proved, probable and possible) disclosed as of June 30, 2015 related to the southwestern side of the Delhi Field where the operator has suspended CO2 injection.  As part of your expanded discussion, please relate

Mr. Karl Hiller

March 23, 2016

Page 2

the flood type (e.g. water flood, water flood aided by surfactants or resumption of the CO2 flood) for each category of reserve and explain the assumed timing for the reserve forecasts used in the preparation of the cash flows and estimated net present value(s) discounted at 10% (“PV-10”) provided elsewhere on page 2.

Answer:

The Company acknowledges the Staff's comment.  The Company proposes to comply with this comment  in future filings by adding the following additional disclosure.

Page 2 (additional language in bold):

Phase IV was substantially installed during the first six months of calendar 2012. During early calendar 2013, the operator intensified development in the previously redeveloped western side of the field based on production results and new geological mapping that included the results of seismic data acquired over the last few years. Gross field production increased to more than 7,500 BO per day before the operator temporarily suspended CO2 injection in most of the southwestern tip of the field due to a fluid release event in June 2013, which consisted of the uncontrolled release of CO2, water, natural gas and a small amount of oil from one or more previously plugged wells in the southwest part of the field. The operator has fully remediated the affected area, but has temporarily isolated that part of the field with a water curtain while continuing production, and is evaluating options to continue expand production from that area as a water flood, potentially aided by surfactants or other enhanced recovery techniques.  It is also possible that the operator may choose to resume CO2 injection in that part of the field at a later date.

At June 30, 2015, there were no proved developed reserves associated with the suspended southwestern tip area of the Delhi field and no proved undeveloped reserves under the inhabited Town of Delhi in the northeastern portion of the field due to the uncertainty of timing of southwestern tip flood resumption and of developing Town of Delhi reserves.  Consequently, reserves in those two areas previously assigned as proved in fiscal 2013 have since been included in our probable category.  At June 30, 2015, the southwestern area reserves consisted of 1.0 million bbls of oil equivalent probable reserves with a PV-10* of $13.2 million and 0.1 million bbls of oil equivalent possible reserves with a PV-10* of $0.8 million.  For this area, production of both probable and possible reserves is forecast to begin in fiscal 2022.  At June 30, 2015, Town of Delhi reserves were comprised of 1.5 million bbls of  oil equivalent probable reserves with a PV-10* of $6.6 million and 0.2 million bbls of oil equivalent possible reserves with a PV-10* of $0.8 million.   For this  area, production of probable reserves is forecast to begin in fiscal 2020 and production of possible reserves is forecast to begin in 2026. For both the southwestern tip and the Town of Delhi, probable and possible reserves are assumed to be recovered through CO2 injection.

2.

 Please expand your discussion to clarify the categories for reserves (e.g. proved, probable, and possible) disclosed as of June 30, 2015 related to the resumption of CO2 flood expansion in the undeveloped eastern part of the Delhi Field.  As part of your expanded discussion, please explain the assumed timing for the reserve forecasts used in the preparation of the cash flows and estimated net present value(s) discounted at 10% (“PV-10”) provided elsewhere on page 2.

Answer:

The Company acknowledges the Staff's comment. In future filings, the Company proposes to expand the disclosure appearing in Item 1 as set forth below.

Page 2 (additional language in bold):

During the fall of 2014, post-reversion, the operator initiated work on expansion of the CO2 flood in the undeveloped eastern part of the field.  These operations were suspended last fall when the operator made significant cuts in its capital budget as a result of declining oil prices. While we believe that expansion is economic at current commodity prices,

Mr. Karl Hiller

March 23, 2016

Page 3

resumption of this work is likely to be electively delayed due to prevailing oil prices and the partners' allocation of capital for such projects. Since we believe that the NGL plant and further expansion of the CO2 flood have very favorable economics, even in this lower price environment, we expect the expansion of the CO2 flood to resume within the next 2-3 years. The economics of expansion will also be improved subsequent to the completion of the NGL recovery plant.

At June 30, 2015, 2.7 million bbls of oil equivalent proved undeveloped reserves with a PV-10* of $14.1 million, 0.8 million bbls of oil equivalent probable reserves with a PV-10* of $9.0 million, and 0.4 million bbls of oil equivalent possible reserves with a PV-10* of $1.8 million were attributed to the undeveloped eastern part of the Delhi field.  Production for these proved reserves is forecast to begin from fiscal 2017 to 2019, production for associated probable reserves is expected to begin from fiscal 2020 to 2022 and production for associated possible reserves is expected from fiscal 2023 to 2025, with the projected timing specific to each site.

Properties, page 15

Estimated Oil and Natural Gas Reserves and Estimated Future Net Revenues, page 15

Summary of Oil & Gas Reserves for Fiscal Year Ended 2015, page 16

3.

 Please expand your disclosure to indicate, if true, that DeGolyer and MacNaughton prepared the estimates of possible reserves as of June 30, 2015.

Answer:

The Company acknowledges the Staff's comment.  In future filings, the Company proposes to expand the disclosure appearing in Item 2 as set forth below.

Page 16 (additional language in bold):

Summary of Oil & Gas Reserves for Fiscal Year Ended 2015

Our proved, and probable and possible reserves at June 30, 2015, denominated in equivalent barrels using six MCF of gas and 42 gallons of natural gas liquids to one barrel of oil conversion ratio, were estimated by our independent petroleum engineer, DeGolyer and MacNaughton ("D&M").  D&M was selected for our interests in the Delhi Field due to their expertise in CO2-EOR projects and to ensure consistency with the operator who has utilized D&M for their reserves estimates in the Delhi Field.  We also chose to have D&M estimate our Giddings properties beginning in 2014 in order to simplify and consolidate our reserve reporting. D&M has significant expertise in this region as well. The scope and results of their procedures are summarized in a letter from the firm, which is included as Exhibit 99.4 to this Annual Report on Form 10-K.

4.

 Please expand the disclosure relating to a reconciliation of changes in reserves provided on page 17, oil and gas reserves and PV-10 for the Delhi Field on page 26, and remaining estimated capital expenditures expressed as dollars per Boe on page 27 to explain why information is not provided related to your possible reserves.

Answer:

The Company acknowledges the Staff's comment.  In future filings, the Company proposes to expand the disclosures appearing in Item 2. Properties (page 17) and in Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations (pages 26 and 27) as set forth below.

Mr. Karl Hiller

March 23, 2016

Page 4

Page 17 (additional language in bold):

The following tables present a reconciliation of changes in our proved,  and probable and possible reserves by major property, on the basis of equivalent MBOE quantities.

Reconciliation of Changes in Possible Reserves by Major Property

 Delhi
Field

 Giddings

Field

 Possible

Total

Possible reserves, MBOE

 MBOE

 MBOE

 MBOE

June 30, 2014

 2,951.4

 —

 2,951.4

Revisions

 3.0

 —

 3.0

Sales of minerals in place

 —

 —

 —

Improved recovery, extensions, and discoveries

 —

 —

 —

June 30, 2015

 2,954.4

 —

 2,954.4

Page 26 (additional language in bold):

The following table is a summary of our proved, and probable and possible reserves for 2015 and 2014:

 Proved

 Probable

 Possible

 2015

 2014

 Change

 2015

 2014

 Change

 2015

 2014

 Change

Reserves MMBOE

 12.4

 13.3

 (6.8

 )%

 9.3

 9.5

 (2.1

 )%

 3.0

 3.0

 —

  %

% Developed

 59

 %

 60

 %

 (1.7

 )%

 43

 %

 43

 %

 —

  %

 51

 %

 43

 %

 18.6

  %

Liquids %

 100

 %

 96

 %

 4.2

  %

 100

 %

 97

 %

 3.1

  %

 100

 %

 97

 %

 3.1

  %

PV-10* ($MM)

 $

 219

 $

 320

 (31.6

 )%

 $

 72

 $

 136

 (47.1

 )%

 $

 14

 $

 20

 (30.0

 )%

Page 27 (additional language in bold):

Remaining estimated capital expenditures amount to $9.34 per BOE for proved undeveloped reserves and $4.89 for probable undeveloped reserves. Given the geology of the Delhi field, no remaining estimated capital expenditures are required to develop our possible reserves as our undeveloped possible reserves reflect incremental quantities associated with a possible greater percentage recovery of hydrocarbons in place than the recovery quantities assumed for probable reserves. Looking forward, the timing of plans for continued development of the eastern part of the Delhi field is dependent on the operator’s plans for capital allocation within their portfolio.  We continue to believe that these high quality and economically viable projects will be executed as planned, subject to oil price volatility.

Proved Undeveloped Reserves, page 18

5.

 Please expand the disclosure relating to your proved undeveloped reserves as of June 30, 2015 to clarify the extent that proved undeveloped reserves were converted to developed reserves during the year.  Refer to the disclosure requirements pursuant to Item 1203(b) of Regulation S-K.

Mr. Karl Hiller

March 23, 2016

Page 5

Answer:

The Company acknowledges the Staff's comment.  The Company proposes to expand its disclosure in future  filings to include the following additional information regarding the conversion of unproved to proved reserves.

Page 18 (additional language in bold):

Our proved undeveloped reserves were 5,097 MBOE at June 30, 2015 with associated future development costs of approximately $47.6 million. The 222 MBOE decrease in proved undeveloped reserves from 5,319 MBOE as of June 30, 2014 is primarily due to re-designing the gas NGL plant and the economic decision to consume recovered natural gas internally to lower Delhi Field lease operating expense instead of selling to third parties, resulting in a 404 MBOE natural gas reserve decrease partially offset by a 185 MBOE increase from better NGL recovery.

The initial assignment of proved undeveloped reserves in the Delhi Field was made on June 30, 2010, which involved a large scale CO2 enhanced oil recovery project.  The operator’s development plans for the field have remained essentially unchanged and were originally scheduled to be completed by June 30, 2015, within five years from the initial recording of such proved reserves.  The field is approximately 59% developed as of June 30, 2015.  However, as a result of the adverse fluid release event in the field in June 2013 and the resultant delay in reversion of our working interest, no unproved reserves were converted to proved reserves during fiscal 2015. However, during  fiscal 2015, the Company incurred capital expenditures of $5.0 million toward completion of the NGL plant, the startup of which is expected to occur during the second half of calendar 2016.  At June 30, 2015, the Company has further budgeted $19.6 million of fiscal 2016 capital expenditures toward completion of this plant.  the The remaining full development of the field is now planned to continue over the next four fiscal years and is expected to be completed by December 31, 2018, approximately seven and one half years after the initial recording of proved reserves.  The 2013 addition of the NGL gas plant project to recover natural gas liquids and methane has required additional planning and has resulted in a prudent delay in the full development of the field's proved reserves.  Given the nature of CO2 EOR projects, we believe that the undeveloped reserves in the Delhi Field satisfy the conditions to continue to be included as proved undeveloped reserves because (1) we have established and continue to follow the previously adopted development plan for this project as adjusted to incorporate the completion of the NGL plant in 2016 and impact of the 2013 fluid release event; (2) we have significant ongoing development activities at this project that, as budgeted and currently being expended, reflect a significant and sufficient portion of remaining capital expenditures to convert proved undeveloped reserves to proved developed reserves; and (3) the operator has a historical record of completing the development of comparable long-term projects.

6.

 Please expand the disclosure relating to your proved undeveloped reserves as of June 30, 2015 to discuss the investments, including the capital expenditures incurred, made during the year to progress the conversion of proved undeveloped reserves to developed reserves. Refer to the disclosure requirements pursuant to Item 1203(c) of Regulation S- K.

Answer:

The Company acknowledges the Staff's comment.  The Company proposes to expand its disclosure in future  filings to include additional information  regarding such capital expenditures. Please refer to the modified disclosure set forth in the Company's answer to comment 5 above.

Acreage Data, page 20

7.

 Please explain to us why you have reclassified the acreage attributable to the Delhi Field previously disclosed as undeveloped in Form 10-K for the fiscal year ending June 30, 2014 to developed acreage.  Refer to the definition of undeveloped acreage under Item 1208(c)(4) of Regulation S-K.

Mr. Karl Hiller

March 23, 2016

Page 6

Answer:

The Company acknowledges the Staff's comment.

The Delhi Field was unitized in the early 1950's.  Consequently, all acreage in the unit is held by production.  The field's undeveloped eastern portion and other reservoirs comprise undrilled acreage hel

Mail Stop 4628
March 10, 2016

Via E -Mail
David Joe
Chief Financial Officer and Senior Vice President
Evolution Petroleum Corporation
2500 City West Blvd., Suite 1300
Houston, Texas 77042

Re: Evolution Petroleum Corporation
 Form 10-K for the Fiscal Year ended June 30, 2015
Filed September 11, 2015
File No. 1 -32942

Dear Mr. Joe :

We have reviewed your filing an d have the following 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year ended June 30, 2015

Business, page 1

Delhi Field -Louisiana, page 1

1. Please expand your discussion to clarify the categories for reserves (e.g. proved, probable
and possible) disclosed as of June 30, 2015 related to the southwestern side of the Delhi
Field where the operator has suspended CO2 injection.  As part of your expanded
discussion, please relate the flood type (e.g. water flood, water flood aided by surfactants
or resumption of the CO2 flood) for each category of reserve and explain the assumed
timing for the reserve fore casts used in the preparation of the cash flows and estimated
net present value(s) discounted at 10% (“PV -10”) provided elsewhere on page 2.

David Joe
Evolution Petroleum Corporation
March 10, 2016
Page 2

 2. Please expand your discussion to clarify the categories for reserves (e.g. proved,
probable, and possible) disclos ed as of June 30, 2015 related to the resumption of CO2
flood expansion in the undeveloped eastern part of the Delhi Field.  As part of your
expanded discussion, please explain the assumed timing for the reserve forecasts used in
the preparation of the cas h flows and estimated net present value(s) discounted at 10%
(“PV -10”) provided elsewhere on page 2.

Properties, page 15

Estimated Oil and Natural Gas Reserves and Estimated Future Net Revenues, page 15

Summary of Oil & Gas Reserves for Fiscal Year Ende d 2015, page 16

3. Please expand your disclosure to indicate, if true, that DeGolyer and MacNaughton
prepared the estimates of possible reserves as of June 30, 2015.

4. Please expand the disclosure relating to a reconciliation of changes in reserves provided
on page 17, oil and gas reserves and PV -10 for the Delhi Field on page 26, and remaining
estimated capital expenditures expressed as dollars per Boe on page 27 to explain why
information is not provided related to your possible reserves.

Proved Undevelope d Reserves, page 18

5. Please expand the disclosure relating to your proved undeveloped reserves as of June 30,
2015 to clarify the extent that proved undeveloped reserves were converted to developed
reserves during the year.  Refer to the disclosure require ments pursuant to Item 1203(b)
of Regulation S -K.

6. Please expand the disclosure relating to your proved undeveloped reserves as of June 30,
2015 to discuss the investments, including the capital expenditures incurred, made during
the year to progress the c onversion of proved undeveloped reserves to developed
reserves.  Refer to the disclosure requirements pursuant to Item 1203(c) of Regulation S -
K.

Acreage Data, page 20

7. Please explain to us why you have reclassified the acreage attributable to the Delhi F ield
previously disclosed as undeveloped in Form 10 -K for the fiscal year ending June 30,
2014 to developed acreage.  Refer to the definition of undeveloped acreage under Item
1208(c)(4) of Regulation S -K.

We urge all persons who are responsible for the a ccuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are

David Joe
Evolution Petroleum Corporation
March 10, 2016
Page 3

 in possession of all fa cts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not as sert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact John Hodgin, Petroleum Engineer, at (202) 551 -3699 with any
questions re garding the commen ts.  Please contact me at (202) 551 -3686 with any other
questions.

Sincerely,

 /s/ Karl Hiller

Karl Hiller
Branch Chief
Office of Natural Resources

April 30, 2015

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

Re: Evolution Petroleum Corporation
Form 10-K for the Fiscal Year ended June 30, 2014
Filed September 12, 2014
File No. 001-32942

Dear Mr. Keys :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities la ws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ Karl Hiller

Karl Hiller
Branch Chief

CORRESP
1
filename1.htm

		RsponseLettertoSECreservescommentson201410-K-KarlHiller

 Seyfarth Shaw LLP

700 Milam Street

 Suite 1400

Writer's direct phone

 Houston, TX 77002-2812

(713) 225-1337

 (713) 225-2300

Writer's Email

 fax (713) 225-2340

mcoffin@seyfarth.com

 www.seyfarth.com

April 1, 2015

VIA FEDERAL EXPRESS, EMAIL (Mr. John Hodgin) AND EDGAR

Mr. Karl Hiller
Branch Chief
Securities & Exchange Commission
Washington, D.C.  20549

Re:

 Evolution Petroleum Corporation
Form 10-K  for the Fiscal Year ended June 30, 2014
Filed September 12, 2014
File No. 001-32942

Dear Mr. Hiller:

Set forth below are the responses of Evolution Petroleum Corporation (the “Company”) to the comments contained in your letter dated March 18, 2015 regarding the Company’s above referenced filings.  For your convenience, we have repeated in bold type the comments exactly as set forth in the March 18, 2015 letter.  The Company’s response to each comment and request is set forth immediately below the text of the applicable comment or request.

Form 10-K for the Fiscal Year ended June 30, 2014

General

1.

 We note references to hydraulic fracturing in various locations in the filing.  Please expand your disclosure where appropriate to convey clearly the extent to which hydraulic fracturing is employed in your operations.  If significant, then please also add tailored risk factor disclosure regarding the specific operational and financial risks associated with hydraulic fracturing, such as underground migration and surface spillage or mishandling of fluids, including chemical additives.  In this regard, we note your reference on page 3 to a well that ceased production “when an offset well was hydraulically fractured and the water migrated to our well bore.”

Mr. Karl Hiller

April 1, 2015

Page 2

Answer:

The Company believes that the use of hydraulic fracturing in our operations is not significant as we have not employed hydraulic fracturing since fiscal 2013.  Under Business Strategy, Other Projects, Mississippi Lime, we discussed past fracturing which was performed during the completion of two wells in that play during fiscal 2013.  The reference on page 3 to an "offset well was hydraulically fractured" relates to an adjacent third party-owned well that was fractured and caused a water migration into our well, which rendered it uneconomic.  The Company has no future plans to employ hydraulic fracturing at this time and it is a not a relevant part of our current business strategy.  The Company respectfully submits that its current disclosures are adequate under the circumstances.

2.

 Please expand your discussion of reserves on pages 2 and 14, and any similar presentations elsewhere in your filing to provide a cautionary statement regarding the different levels of uncertainty relating to the estimates of proved, probable and possible reserves, and net present worth discounted at 10% (PV-10).  For example, you should indicate that the reserves and net present worth discounted at 10%, relating to the categories of proved, probable and possible, have not been adjusted to reflect different levels of recovery risk among these categories,  and are therefore not comparable and not meaningfully combined.  Please remove all combined estimates of proved plus probable reserves, including those expressed as a single barrel of oil equivalent figure and the future net revenue expressed as the combined proved and probable net present values discounted at 10% (PV-10), as presented on pages 22 and 24.  If you require further guidance, refer to the answer to Question 105.01 in our Compliance and Disclosure guidance, Interpretations (C&DIs), issued October 26, 2009 and updated May 16, 2013, available on our website at http://sec.gov/divisions/corpfin/guidance/oilandgas-interp.htm.

Answer:

The Company acknowledges the Staff's comment.  The Company proposes to comply with this comment by (i) in future filings not including any disclosure of combined estimates of proved plus probable reserves, including those expressed as a single barrel of oil equivalent figure and the future net revenue expressed as the combined proved and probable net present values discounted at 10% (PV-10), and (ii) adding cautionary disclosure in future filings where it discusses each of the three levels of reserves and respective net present worth discounted at 10% (PV-10) regarding the different levels of uncertainty, similar to the following:

Page 2 (additional language in bold):

Our independent reservoir engineers, DeGolyer & MacNaughton, assigned the following estimated reserves net to our interests at Delhi as of June 30, 2014:

•

 13.1 million bbls of proved oil equivalent reserves, with a PV-10* of $318.1 million

•

 9.5 million bbls of probable** oil equivalent reserves, with a PV-10* of $135.9 million

•

 3.0 million bbls of possible** oil equivalent reserves, with a PV-10* of $20.1 million

_______________________________________________________________________________

*

 PV-10 of Proved reserves is a non-GAAP measure, reconciled to the Standardized Measure at "Estimated Oil and Natural Gas Reserves and Estimated Future Net Revenues" under Item 2. Properties of this Form 10-K. Probable and Possible reserves are not recognized by GAAP, and therefore the PV-10 of such reserves cannot be reconciled to a GAAP measure.

Mr. Karl Hiller

April 1, 2015

Page 3

**

 With respect to the above reserve numbers, estimates of Probable and Possible reserves are inherently imprecise. When producing an estimate of the amount of oil and natural gas that is recoverable from a particular reservoir, Probable reserves are those additional reserves that are less certain to be recovered than Proved reserves but which, together with Proved reserves, are as likely as not to be recovered. Possible reserves are even less certain and generally require only a 10% or greater probability of being recovered. All categories of reserves are continually subject to revisions based on production history, results of additional exploration and development, price changes and other factors. Estimates of Probable and Possible reserves are by their nature much more speculative than estimates of Proved reserves and are subject to greater uncertainties, and accordingly the likelihood of recovering those reserves is subject to substantially greater risk.  These three reserve categories and net present worth discounted at 10% relating to each category have not been adjusted to reflect different levels of recovery risk among these categories and are therefore not comparable and are not meaningfully combined.

Page 14 (additional language in bold):

Estimated Oil and Natural Gas Reserves and Estimated Future Net Revenues

The SEC sets rules related to reserve estimation and disclosure requirements for oil and natural gas companies. These rules require disclosure of oil and gas proved reserves by significant geographic area, using the 12-month average price, calculated as the unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-month period prior to the end of the reporting period, rather than year-end prices, and allows the use of new technologies in the determination of proved reserves if those technologies have been demonstrated empirically to lead to reliable conclusions about reserve volumes. Subject to limited exceptions, the rules also require that proved undeveloped reserves may only be classified as such if a development plan has been adopted indicating that they are scheduled to be drilled within five years.

There are numerous uncertainties inherent in estimating quantities of proved reserves and estimates of reserves quantities and values must be viewed as being subject to significant change as more data about the properties becomes available.

Estimates of Probable and Possible reserves are inherently imprecise. When producing an estimate of the amount of oil and natural gas that is recoverable from a particular reservoir, Probable reserves are those additional reserves that are less certain to be recovered than Proved reserves but which, together with Proved reserves, are as likely as not to be recovered. Possible reserves are even less certain and generally require only a 10% or greater probability of being recovered. All categories of reserves are continually subject to revisions based on production history, results of additional exploration and development, price changes and other factors. Estimates of Probable and Possible reserves are by their nature much more speculative than estimates of Proved reserves and are subject to greater uncertainties, and accordingly the likelihood of recovering those reserves is subject to substantially greater risk.  These three reserve categories and net present worth discounted at 10% relating to each category have not been adjusted to reflect different levels of recovery risk among these categories and are therefore not comparable and are not meaningfully combined.

Page 22 (revised language in bold):

Oil & Gas Reserves

•

 Combined Delhi Proved and Probable oil equivalent volumes at June 30, 2014 increased to 22.6 MMBOE, an 8% increase over the previous year;

•

 Delhi proved oil equivalent volumes at June 30, 2014 decreased to 13.1 MMBOE, a 3% decline from the previous year and corresponding PV-10* declined to $318 million, 30% lower prior year.

•

 Reserves volumes in the immediate area of the June 2013 Event and within the Delhi town limits were re-categorized from Proved Reserves to Probable Reserves, due to the operator’s current forecast of deferred CO2 injection;

•

 Combined Proved and Probable future net revenues remain essentially unchanged, despite a lower trailing average oil price than that used in 2013, while the combined PV‑10* of $454 million is 20% lower than the previous year,

Mr. Karl Hiller

April 1, 2015

Page 4

due primarily to a more conservative operating plan that defers a portion of forecast production into later periods and a lower peak production rate;

•

 Delhi probable volumes at June 30, 2014 increased to 9.5 MMBOE, a 28% increase over the previous year and corresponding PV-10* increased to $136 million, 24% higher than prior year.

Page 24 (deleting the sentence in bold below):

The decline in Proved Reserves resulting from reduced injection pressure and deferred development was partially offset, in volumes, by the addition of incremental proved gas plant volumes, with forecasts of a more robust natural gas liquids (“NGL”) recovery than projected in the previous year’s estimate. The combined impacts on PV-10* of the lower peak production rate, later date of peak rate and re-categorization of reserves resulted in a decrease of our Proved PV-10* by 30% to $318 million. Due to the re-categorization, Probable volumes and related PV-10* increased 28% and 24%, respectively, to 9.5 MMBOE and $136 million, respectively.  Consequently, the aggregate impact on Proved and Probable reserves was an 8% increase in combined volumes to 22.6 MMBOE and a 20% decrease in combined PV-10* to $454 million.

Possible reserves volumes at Delhi decreased by 20% to 3.0 MMBOE and PV-10* declined by 38% to $20 million, both primarily due to the incremental recovery factor being reduced from 3% to 2% of original oil in place and the projected slower production pace.

Properties, page 14

Summary of Oil & Gas Reserves for Fiscal Year Ended 2014, page 14

3.

 We note your disclosure of possible reserves is limited to a total barrel of oil equivalent figure on page 2 and 24.  Please expand your disclosure to provide the net quantities of developed, undeveloped and total possible reserves by product type, i.e. oil, natural gas liquids and natural gas, to comply with Item 1202(a)(2) of Regulation S-K.

Answer:

The Company acknowledges the Staff's comment.  In future filings, the Company proposes to expand the disclosure below appearing in Item 2. Properties on page 15 to include net quantities of developed, undeveloped and total possible reserves by product type:

Mr. Karl Hiller

April 1, 2015

Page 5

Reserve Category

 Oil

(MBbls)

 NGLs

(MBbls)

 Natural Gas

(MMcf)

 Total Reserves

(MBOE)

 PV-10

PROVED

Developed (60% of Proved)

 7,858

 32

 481

 7,970

 $

 257,954,613

Undeveloped (40% of Proved)

 2,668

 2,247

 2,426

 5,319

 61,790,784

TOTAL PROVED

 10,526

 2,279

 2,907

 13,289

 $

 319,745,397

Product Mix

 79

 %

 17

 %

 4

 %

 100

 %

PROBABLE

Developed (43% of Probable)

 4,039

 —

 —

 4,039

 $

 79,823,271

Undeveloped (57% of Probable)

 3,381

 1,735

 1,873

 5,428

 56,106,975

TOTAL PROBABLE

 7,420

 1,735

 1,873

 9,467

 $

 135,930,246

Product Mix

 79

 %

 18

 %

 3

 %

 100

 %

POSSIBLE

Developed (55% of Possible)

 1,628

 —

 —

 1,628

 $

 14,260,632

Undeveloped (45% of Possible)

 731

 503

 543

 1,324

 5,886,949

TOTAL POSSIBLE

 2,359

 503

 543

 2,952

 $

 20,147,581

Product Mix

 80

 %

 17

 %

 3

 %

 100

 %

Internal Controls over Reserves Estimation Process and Qualifications of Technical Persons with Oversight for the Company’s Overall Reserve Estimation Process, page 16:

4.

 Please expand your disclosure of the internal controls used in your reserves estimation effort to describe the qualifications of the technical person(s) within the Company primarily responsible for overseeing the preparation of the reserves estimates disclosed in your filing to comply with Item 1202(a)(7) of Regulation S-K.

Answer:

The Company acknowledges the Staff's comment.  The Company proposes to expand its disclosure in future  filings to include the following additional information (in bold) regarding the qualifications of the technical person within the Company primarily responsible for overseeing the preparation of the reserves estimates disclosed in its filings:

Our policies regarding internal controls over reserve estimates require reserves to be prepared by an independent engineering firm under the supervision of our Chief Executive Officer and Vice President of Operations and to be in compliance with generally accepted petroleum engineering and evaluation principles and definitions and guidelines established by the SEC. Our Chief Executive holds B.S. and M.E. degrees from Rice University in chemical engineering and earned an M.B.A. from Harvard University.  He has over 30 years of experience in engineering, energy transactions, operations and finance with small independents, larger independents and major integrated oil companies.  Our Vice of Operations has over 25 years of experience in oil and gas operations and hold a Bachelor of Science in Petroleum Engineering degree from the University of Oklahoma at Norman.  The reserve information in this filing is based on estimates prepared by DeGoyler and MacNaughton, our independent engineering firm.  The person responsible for preparing the reserve report is a Registered Professional Engineer in the State of Texas and a firm Senior Vice President.  He holds a Bachelor of Science degree in Petroleum Engineering awarded in 1974 from Texas A&M University and has over 40 years of oil and gas reservoir experience.  We provide our engineering firm with property interests, production, current operating costs, current production prices and other information. This information is reviewed by our Vice President of Operations and our Chief Executive Officer to ensure accuracy and completeness of the data prior to submission to our independent engineering firm. The scope and results of our independent engineering firm's procedures, as well as their professional qualifications, are summarized in the letter included as exhibit 99.4 to this Annual Report on Form 10-K.

Mr. Karl Hiller

April 1, 2015

Page 6

Proved Undeveloped Reserves, page 16

5.

 We note that your disclosure of the changes in proved undeveloped reserves does not appear to separately address the revis

March 18, 2015

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

Re: Evolution Petroleum Corporation
 Form 10-K for the Fiscal Year ended June 30, 2014
Filed September 12, 2014
File No. 001 -32942

Dear Mr. Keys :

We have reviewed your filing an d have the following 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments app ly to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for the Fiscal Year ended June 30, 2014

General

1. We note references to hy draulic fracturing in various locations in the filing.  Please
expand your disclosure where appropriate to convey clearly the extent to which hydraulic
fracturing is employed in your operations.  If significant, then please also add tailored
risk factor di sclosure regarding the specific operational and financial risks associated
with hydraulic fracturing, such as underground migration and surface spillage or
mishandling of fluids, including chemical additives.  In this regard, we note your
reference on page  3 to a well that ceased production “when an offset well was
hydraulically fractured and the water migrated to our well bore.”

Randall D. Keys
Evolution Petroleum Corporation
March 18, 2015
Page 2

 Business, page 1

Delhi Field -Louisiana, page 1

2. Please expand your discussion of reserves on pages 2 and 14, and any similar
presentations elsewhere in your filing to provide a cautionary statement regarding the
different levels of uncertainty relating to the estimates of proved, probable and possible
reserves, and net present worth discounted at 10% (PV -10).  For example, you should
indicate that the reserves and net present worth discounted at 10%, relating to the
categories of proved, probable and possible, have not been adjusted to reflect different
levels of recovery risk among these categories, and are therefore not compar able and not
meaningfully combined.  Please remove all combined estimates of proved plus probable
reserves, including those expressed as a single barrel of oil equivalent figure and the
future net revenue expressed as the combined proved and probable net p resent values
discounted at 10% (PV -10), as presented on pages 22 and 24.  If you require further
guidance, refer to the answer to Question 105.01 in our Compliance and Disclosure
Interpretations (C&DIs), issued October 26, 2009 and updated May 16, 2013, a vailable
on our website at http://www.sec.gov/divisions/corpfin/guidance/oilandgas -interp.htm.

Properties, page 14

Summary of Oil & Gas Reserves for Fiscal Year Ended 2014, page 14

3. We note your disclosure of possible reserves is limited to a total barrel of oil equivalent
figure on pages 2 and 24.  Please expand your disclosure to provide the net quantities of
developed, undeveloped and total possible reserves by product type, i.e. oil, natural gas
liquids and natural gas, to comply with Item 1202(a )(2) of Regulation S -K.

Internal Controls Over Reserves Estimation Process and Qualifications of Technical Persons
with Oversight for the Company’s Overall Reserve Estimation Process, page 16

4. Please expand your disclosure of the internal controls used in  your reserves estimation
effort to describe the qualifications of the technical person(s) within the Company
primarily responsible for overseeing the preparation of the reserves estimates disclosed in
your filing to comply with Item 1202(a)(7) of Regulati on S-K.

Proved Undeveloped Reserves, page 16

5. We note that your disclosure of the changes in proved undeveloped reserves does not
appear to separately address the revision in net quantities related to the deferral of CO2
injection after the fluids release  at the Delhi field mentioned on page 24.  Please expand
your disclosure to address any material reclassification of undeveloped reserves, from the
proved category to the probable category, to comply with Item 1203(b) of Regulation S -

Randall D. Keys
Evolution Petroleum Corporation
March 18, 2015
Page 3

 K.  If you do not beli eve the adjustments are material, tell us the amounts of the
adjustments and the rationale underlying your view.

6. You state that “at June 30, 2014, none of our proved undeveloped reserves, which are all
at Delhi, have remained undeveloped for five years fr om the date of initial recognition
and disclosure as proved undeveloped reserves.”  Please disclose the extent to which
these proved undeveloped reserves are not expected to be converted from undeveloped to
developed status within five years since your ini tial disclosure of these reserves.  If any of
your proved undeveloped reserves will take more than five years to develop since initial
disclosure, you should disclose the specific circumstances to comply with Item 1203(d)
of Regulation S -K.  You should als o refer to the answer to Question 131.03 in our
Compliance and Disclosure Interpretations (C&DIs), issued October 26, 2009 and
updated May 16, 2013, and advise us of any circumstances that you believe would justify
a period longer than five years.   You may  find the C&DIs on our website at
http://www.sec.gov/divisions/corpfin/guidance/oilandgas -interp.htm.

Financial Statements

Supplemental Disclosures about Oil and Natural Gas Producing Properties (Unaudited), page 54

Estimated Net Quantities of Proved Oil and Natural Gas Reserves, page 54

7. Please expand the tabular disclosure on page 55 to quantify the net quantities of your
proved undeveloped reserves by product type, and for each of the periods presented, to
comply with FASB ASC 9 32-235-50-4.

8. Your explanation of the significant proved reserve revisions related to the Delhi Field
during fiscal 2014 appears to aggregate both negative and positive changes attributable to
separate causes.  Please revise your disclosure to specify the net quantities, on a
disaggregated basis, for each cause to comply with FASB ASC 932 -235-50-5.

Exhibit 99.4

9. We note that estimates of probable and possible reserves are shown in the reserve report
although related information that must be disclosed when such estimates are disclosed in
your filing is not included.  We believe the information in the reserve report should
correlate with the disclosures in your filing.   Please obtain and file a revised reserve
report that also includes the net quantities of d eveloped and undeveloped probable and
possible reserves, consistent with Item 1202(a)(2) of Regulation S -K.

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 Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are

Randall D. Keys
Evolution Petroleum Corporation
March 18, 2015
Page 4

 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.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

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

You may contact John Hodgin, Petroleum Engineer, at (202) 551 -3699 if you have
questions regarding comments on the property  and engineeri ng relate d matters .  You may contact
Parhaum J. Hamidi,  Staff Attorney, at (202) 551 -3421 , or in his abse nce, Timothy S. Levenberg,
Special Counsel, at (202) 551 -3707 , if you have questio ns regarding the general commen t.
Please contact  me at (202) 551 -3686  with any other questions.

Sincerely,

 /s/ Karl Hiller

Karl Hiller
Branch Chief

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April 9, 2014

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:                                         Mr. H. Roger Schwall

Mr. PJ Hamidi

Re:                             Evolution Petroleum Corporation
 Registration Statement on Form S-3
 File No. 333-193899

Dear Mr. Schwall and Mr. Hamidi:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Evolution Petroleum Corporation (the “Company”), the registrant under the registration statement on Form S-3, File No. 333-193899 (the “Registration Statement”), respectfully requests that the Registration Statement be declared effective at 3:00 p.m., Washington, D.C. time, on April 11, 2014, or as soon as practicable thereafter.

In connection with this request, the Company acknowledges that:  (1) should the U.S. Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement; (2) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and (3) the Company may not assert staff comments and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States of America.

Very   truly yours,

EVOLUTION   PETROLEUM CORPORATION

/s/   Randall D. Keys

Randall   D. Keys

Senior   Vice President, Chief Financial Officer and Treasurer

CORRESP
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Michael T. Larkin
    Partner
    (713) 226-6629 Phone
    (713) 226-6229 Fax
    mlarkin@porterhedges.com

1000 Main Street, 36th Floor
    Houston, Texas 77002
    (713) 226-6000 TEL
    (713) 228-1331 FAX
    porterhedges.com

March 28, 2014

013000-0007

Via EDGAR and Federal Express

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attention:  H. Roger Schwall

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

Dear Mr. Schwall:

This letter is in response to your letter dated March 6, 2014, to Evolution Petroleum Corporation (the “Company”), transmitting the comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) relating to the above referenced Registration Statement on Form S-3 (the “Form S-3”).  For your convenience, the response is preceded by the Staff’s comment.  The Company is also sending to the Staff, by Federal Express, copies of the amended Form S-3, as filed today with the Commission, marked to show changes from the original filing.

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.”  Because 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 Interpretations for Form 8-K, available at http://www.sec.gov/divisions/corpfin/guidance/8-kinterp.htm. When you amend your registration statement, please file it using a form you are eligible to use.

Response.  In response to the Staff’s comment, the Company has received confirmation from the Commission’s Office of Chief Counsel that it has no objection to the Company’s use of Form S-3 notwithstanding the referenced Form 8-K filing.  As a result, the Company is eligible to use Form S-3.

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 incorporates certain information by reference to the DEF14A you subsequently filed.

Response.  In response to the Staff’s comment, the Company has listed all current reports on Form 8-K filed or furnished since the fiscal year end, and added clarifying language concerning portions of its Definitive Proxy Statement which were incorporated by reference into its annual report on Form 10-K.

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.

Response.  In response to the Staff’s comment, the Company has filed as an Exhibit 5.1 an opinion of Nevada counsel concerning the legality of the shares under Nevada law.

In connection with the Company’s response to the Staff, the Company acknowledges that (i) 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; (ii) 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 (iii) 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 call the undersigned at (713) 226-6629 with any additional comments or questions you may have.

Very   truly yours,

/s/   Michael T. Larkin

Michael   T. Larkin

cc:                                PJ Hamidi

Randall D. Keys

2

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

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[Evolution Petroleum Corporation Letterhead]

July 15, 2013

Via Facsimile (202) 772-9220  and EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE Mail Stop 7010

Washington, DC 20549-3628

Attention: Ms. Ann Nguyen Parker

Branch Chief

Re:

Evolution Petroleum   Corporation

Registration Statement on   Form S-3

Filed on May 20, 2013   as amended on June 19, 2013

Commission File   No. 333-188705 (the “Registration Statement”)

Ladies and Gentlemen:

Pursuant to Rule 461 as promulgated under the Securities Act of 1933, as amended, Evolution Petroleum Corporation (the “Company”) hereby respectfully requests that the effective date for  the above-captioned Registration Statement be accelerated so that it be declared effective at 10:00 a.m. Eastern Standard Time on July 17, 2013, or as soon thereafter as is practicable.

In making the request, the Company hereby acknowledges that: (i) should the Commission or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement; (ii) the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and (iii) the Company may not assert comments of the Commission or the Staff, acting pursuant to delegated authority,  and the declaration of effectiveness of the Registration Statement as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,

EVOLUTION PETROLEUM CORPORATION

By:

/s/ Sterling McDonald

Sterling McDonald
    Vice President & Chief   Financial Officer

cc:

Ms. Caroline Kim
    U.S. Securities and   Exchange Commission
    Michael T. Larkin, Esq.

Adams and Reese LLP

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[Adams and Reese LLP letterhead]

July 9, 2013

Via Facsimile No. 202-772-9220 and EDGAR

Ms. Anne Nguyen Parker

Branch Chief

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE – Mail Stop 7010

Washington, D.C. 20549-3628

Re:                             Evolution Petroleum Corporation

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

Filed June 19, 2013

File No. 333-188705

Dear Ms. Parker:

On behalf of Evolution Petroleum Corporation (“Evolution” or the “Company”), we are responding to comments of the Securities and Exchange Commission (the “Staff”) set forth in the letter from the Staff dated July 2, 2013, with respect to the above-referenced registration statement on Form S-3, Registration No. 333-188705 (the “Registration Statement”).  As you are aware the Registration Statement was filed in connection with the registration of certain securities described in the Registration Statement.  For your convenience, we have repeated in bold type the comments and requests for additional information as set forth in your letter.  Evolution’s response follows each applicable comment or request.  All capitalized terms used herein and not otherwise defined have the respective meanings ascribed to them in the Registration Statement.

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

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

Response:

The Company is not registering, and has no current intention of registering, any Subsidiary Guarantees in the Registration Statement.  In response to the Staff’s prior

comments, the Company deleted references in Amendment No. 1 to the registration of any such Subsidiary Guarantees.  Any remaining references to “Subsidiary Guarantors” and “Subsidiary Guarantees” are carry over references and are insignificant in view of the fact that no Subsidiary Guarantees are to be registered in the Registration Statement and include applicatory language, e.g., “if applicable,” or are otherwise immaterial under the circumstances.

In the event of a shelf takedown, the Company confirms that it will delete all remaining references to Subsidiary Guarantees or Guarantees in the final prospectus and any legal opinion required to be filed with such shelf-takedown, as applicable.

Pursuant to the Staff’s request, the Company hereby acknowledges that it is the policy of the Commission that:

·                                          The Company is responsible for adequacy and accuracy of the disclosure in the filing;

·                                          Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·                                          The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions or comments concerning these comments, please contact the undersigned at (713) 308-0166.

Very truly yours,

Adams and Reese LLP

/s/   Michael T. Larkin

Michael T. Larkin

cc:

Caroline Kim

Attorney   Advisor

United States Securities and Exchange Commission

Sterling   H. McDonald

Evolution Petroleum Corporation

2

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

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[Adams and Reese LLP letterhead]

June 19, 2013

Via Facsimile No. 202-772-9220

Ms. Anne Nguyen Parker

Branch Chief

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE — Mail Stop 7010

Washington, D.C. 20549-3628

Re:                             Evolution Petroleum Corporation

Registration Statement on Form S-3

Filed May 20, 2013

File No. 333-188705

Dear Ms. Parker:

On behalf of Evolution Petroleum Corporation (“Evolution” or the “Company”), we are responding to comments of the Securities and Exchange Commission (the “Staff”) set forth in the letter from the Staff dated June 11, 2013, with respect to the above-referenced registration statement on Form S-3, Registration No. 333-188705 (the “Registration Statement”).  As you are aware the Registration Statement was filed in connection with the registration of certain securities described in the Registration Statement.  For your convenience, we have repeated in bold type the comments and requests for additional information as set forth in your letter.  Evolution’s response follows each applicable comment or request.  All capitalized terms used herein and not otherwise defined have the respective meanings ascribed to them in the Registration Statement.

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.

Response:

We have deleted the footnote as the Company has no such rights.

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 respect to any amendment or report filed with a description of the Series A Preferred Stock.

Response:

We have revised the description to delete references to any subsequent amendments or reports as the Company does not have any such amendments or reports.

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.

Response:

The debt securities are not anticipated to have subsidiary guarantees so the Company has deleted throughout the filing any such references to such subsidiary guarantees.

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.

Response:

2

The Company has filed with this Registration Statement the stock certificate reflecting the 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).

Please see response 2 above.  There are no subsidiary guarantees.

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 opinion 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.

We have revised footnote (2) to clarify the registration of the common and preferred stock underlying preferred stock, warrants or debt securities and have revised the opinion in accordance with this comment.

Pursuant to the Staff’s request, the Company hereby acknowledges that it is the policy of the Commission that:

·                                          The Company is responsible for adequacy and accuracy of the disclosure in the filing;

·                                          Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·                                          The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions or comments concerning these comments, please contact the undersigned at (713) 308-0166.

Very truly yours,

3

Adams and Reese LLP

/s/ Michael T. Larkin

Michael T. Larkin

cc:                                Caroline Kim

Attorney Advisor

United States Securities and Exchange Commission

Sterling H. McDonald

Evolution Petroleum Corporation

4

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

CORRESP
1
filename1.htm

[Evolution
Petroleum Letterhead]

August 30,
2010

Via
Facsimile (703) 813-6982 and EDGAR

Securities and Exchange
Commission

Division of Corporate
Finance

100 F Street, NE

Washington, DC 20549-7010

Attention: Mr. Roger
Schwall

  Re:

  Evolution
  Petroleum Corporation

  Registration
  Statement on Form S-3

  Filed on
  July 14, 2010, and amended on August 9, 2010

  Commission
  File No. 333-168107 (the “Registration Statement”)

Ladies and Gentlemen:

Evolution Petroleum
Corporation (the “Company) hereby requests, with respect to the above-captioned
Registration Statement, that the effective date for the Registration Statement
be accelerated so that it be declared effective at 10:00 a.m. Eastern
Standard Time on September 1, 2010, or as soon thereafter as possible.

In making the request, the
Company hereby acknowledges that: (i) should the Commission or the staff
of the Commission, acting pursuant to delegated authority, declare the filing
effective, it does not foreclose the Commission from taking any action with respect
to the filing; (ii) the action of the Commission or the staff of the
Commission, 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 (iii) the
Company may not assert 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.

  Sincerely,

  EVOLUTION
  PETROLEUM CORPORATION

  By:

  /s/ Sterling H. McDonald

  Sterling H. McDonald

  Vice President &
  Chief Financial Officer

  cc:

  Michael T.
  Larkin, Esq.

  Adams and Reese LLP

  Robert Herlin

  Evolution Petroleum Corporation

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

CORRESP
1
filename1.htm

[ADAMS AND REESE LLP LETTERHEAD]

June 9,
2009

Via Facsimile No. 202-772-9203

Mr. Perry
J. Hindin

Special
Counsel

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, NE — Mail Stop 7010

Washington,
D.C. 20549-3628

Re:                             Evolution
Petroleum Corporation

Schedule
TO-I, as amended

Filed
May 21, 2009

File
No. 005-46383

Dear
Mr. Hindin:

On
behalf of Evolution Petroleum Corporation (“Evolution” or the “Company”), we
are responding to comments of the Securities and Exchange Commission (the “Staff”)
set forth in the letter from the Staff dated May 29, 2009, with respect to
the above-referenced issuer tender offer statement (the “Schedule TO-I”).  As you are aware the Schedule TO-I was filed
in connection with an exchange program (the “Exchange Program”), whereby
eligible participants were presented with the opportunity to exchange “underwater”
options for restricted stock (the “Offer to Exchange”).  For your convenience, we have repeated in
bold type the comments and requests for additional information as set forth in
your letter.  Evolution’s response
follows each applicable comment or request.
All capitalized terms used herein and not otherwise defined have the
respective meanings ascribed to them in the Offer to Exchange.

Schedule
TO-I

Offer
to Exchange

General

1.                                     Based
on disclosure on the first page of the Offer to Exchange as well as a
telephone conversation with Mr. Michael Larkin of Adams and Reese LLP,
counsel to the Company, it appears that the Company is attempting to use its
registration statement on Form S-8 filed on July 3, 2008 to register
the Offer to Exchange.  Please be advised
that Form S-8 may not be used to register this transaction.  In addition, based on your disclosure in
response to Question 16 on page 5 of the Offer to Exchange regarding the
requirement that option holders remit a cash payment, it does not appear that
the Company may currently rely on the exemption from

Mr. Perry J. Hindin

June 9, 2009

registration offered by Section 3(a)(9) of the Securities Act
of 1933.  Please advise us in the
response letter how the Offer to Exchange is permissible under Section 5
of the Securities Act.  Please also
indicate what consideration, if any, the Company has given to revising the
terms of the Offer to Exchange so that it may in the future rely on Section 3(a)(9).

Response:

The
Company respectfully advises the Staff that it believes the Exchange Program
described in the Schedule TO-I is permissible under the Securities Act of 1933
(the “Securities Act”) for the reasons set forth below.

The
Company believes that using an S-8 to register the securities offered in the
Exchange Program is permissible.  General
Instruction A.1.(a) of Form S-8 states that Form S-8 may be used
to register “securities of the registrant to be offered under any employee
benefit plan to its employees or employees of its subsidiaries or parents.”  Furthermore, the Staff has previously
recognized the valid use of an S-8 in similar exchange programs, stating that
in an option repricing program a registrant “may be able to rely on the S-8
where the repriced options come from the same plan.”(1)  Under the terms
of the Company’s Exchange Program, restricted stock derived from the Amended
and Restated 2004 Stock Plan, which has been registered through the Company’s
existing S-8, will be issued to employees and consultants of the Company in
exchange for outstanding options which were also granted and registered under
the same Plan and S-8.  However, as
described below, because the transaction is exempt from registration under Section 3(a)(9) of
the Securities Act (or, in the alternative, Section 4(2) of the
Securities Act), the Company has deleted all references in the Offer to
Exchange to registration of the Exchange Program under its previously filed Form S-8.

Notwithstanding
the Staff’s conclusion regarding the foregoing, the Exchange Program is not
required to be registered under the Securities Act, because the Company will
issue the restricted stock to its employees and consultants pursuant to the
exemption from registration afforded under Section 3(a)(9) of the
Securities Act.  Section 3(a)(9) states
that any security exchanged by the issuer with its existing security holders
exclusively where no commission or other remuneration is paid or given directly
or indirectly for soliciting such exchange is exempt from registration under Section 5
of the Securities Act.  In the Exchange
Program, only existing option holders (other than directors and executive
officers of the Company) will have the opportunity to exchange their options
for restricted stock.  Furthermore, no
commission or remuneration will be paid for soliciting such exchange.

(1) American
Bar Association Technical Session Between the SEC Staff and the Joint Committee
on Employee Benefits, Questions and Answers (May 9, 2000).

2

Mr. Perry J. Hindin

June 9, 2009

The
Company believes the initial requirement for Eligible Persons to pay the $0.001
par value of the restricted stock did not affect its ability to claim the 3(a)(9) exemption
because such payments are not given directly or indirectly for soliciting such
exchange.  In addition, in the instant
matter, the par value was truly for a nominal amount ($0.001 per share) and was
by no means part of a capital raising transaction.  As a result, we do not believe the existence
of a par value requirement was the type of compensation or remuneration which
would vitiate the Section 3(a)(9) exemption.  Nevertheless, we have omitted the requirement
that Eligible Persons pay par value to eliminate any uncertainty regarding the
availability of Section 3(a)(9).  We
have amended Schedule TO and the Exchange Program documents to remove any
references to payment of a par value.

In
the alternative, the Company believes the Exchange Program is exempt from
registration under Section 4(2) of the Securities Act.  Each of the Eligible Persons participating in
the Exchange Program has the ability to fend for himself.(2)  There are
only ten people eligible to participate in the Exchange Program and each of
these persons has access to all essential information regarding the Company and
the Exchange Program.

Conditions
of this Exchange Program, Page 17

2.                                     We note
the condition described in clause (c)(v) relating to “any significant increase or decrease in the market price of the
shares of our common stock” (emphasis added).
We do not object to the imposition of conditions in a tender offer
provided that they are not within the direct or indirect control of the bidder
and are specific and capable of objective verification when satisfied.  Please revise the disclosure in this clause
to allow for objective verification that the condition has been satisfied.

Response:

In
response to the Staff’s comment regarding further clarity and objectivity of
the condition described in clause (c)(v), the Company has deleted  clause (c)(v) in its entirety.

3.                                     We note
the representation that the Company may assert the conditions regardless of the
circumstances giving rise to such conditions.
Please revise to remove the implication that the offer conditions may be
triggered through action or inaction by the Company.

Response:

As
requested by the Staff, the Company has revised the language in Section 7
of the Offer to Exchange regarding the accrual and assertion of the express
conditions to the Exchange

(2) Securities &
Exchange Commission v. Ralston Purina Co, 346 U.S. 119, 125 (1953) (stating
that an offering to those who are shown to be able to fend for themselves is a
transaction not involving any public offering).

3

Mr. Perry J. Hindin

June 9, 2009

Program
in an effort to remove any implication that the offer conditions may be
triggered through the action or inaction of the Company.  The revised language is as follows:

We
may assert them in our sole discretion when events occur that give rise to such
conditions before the expiration date, so long as such condition was not
triggered as a result of any action or inaction by us.

4.                                     We note
in the fourth sentence of the last paragraph of this section the disclosure
relating to the Company’s failure to exercise any of the rights described in
this section.  This language suggests
that if a condition is triggered and the Company fails to assert the condition,
it will not lose the right to assert the condition at a later time.  Please note that when a condition is
triggered and the Company decides to proceed with the offer anyway, we believe
that this decision is tantamount to a waiver of the triggered
condition(s).  Depending on the
materiality of the waived condition and the number of days remaining in the
offer, the Company may be required to extend the offer and recirculate new
disclosure to security holders. Please confirm the Company’s understanding that
if an offer condition is triggered, it will notify shareholders whether or not
it has waived such condition.

Response:

In response to the Staff’s comment, the Company has
revised the fourth sentence of the last paragraph in Section 7 as follows:

If
a condition is triggered and we do not exercise any of our rights to terminate
or amend this Exchange Program or postpone our acceptance and cancellation of
any Eligible Option Grants tendered for exchange, such inaction shall be deemed
a waiver of the triggering condition, and we shall notify all Eligible Persons
of such waiver.  Depending on the
materiality of the waived condition and the number of days remaining in the
offer, we may extend the offer and circulate disclosures and other Exchange
Program documents to Eligible Persons as required by applicable securities laws.

5.                                     We note
disclosure in the same paragraph that any determination the Company makes
concerning the events described in this section shall be final and binding.  Revise to state that security holders may
challenge the Company’s determinations in a court of competent
jurisdiction.  Please make corresponding
revisions to Section 3, Determination of Validity and Section 4,
Withdrawal Rights.

4

Mr. Perry J. Hindin

June 9, 2009

Response:

In
response to the Staff’s comment, the Company has amended its Schedule TO to
revise the referenced language in Section 7 of the Offer to Exchange to
state that the Company’s determination concerning the waiver or assertion of
the conditions of the Exchange Program may be challenged by any Eligible Person
in a court of competent jurisdiction.
The Company has likewise included language in Sections 3 and 4 of the
Offer to Exchange providing that the Company’s final determination as to such
matters may be challenged in a court of competent jurisdiction.

Information
Concerning Evolution Petroleum Corporation, page 19

6.                                     It
appears that the company has elected to incorporate by reference the
information required by Item 1010(a) and (b) of Regulation M-A and
has disclosed summarized financial information required by Item 1010(c).  Please provide the information required by
Item 1010(c)(4) and (5) of Regulation M-A.

Response:

In
response to the Staff’s comment, the Company has revised its financial
disclosures to include the required disclosures regarding book value per share
as of the date of the most recent balance sheet and the required disclosures
regarding the ratio of earnings to fixed charges.

Extention of Exchange Program;
Termination; Amendment, page 22

7.                                     In the
second paragraph of this section, the Company reserves the right to terminate
or amend the offer upon the occurrence of any of the events listed as offer
conditions “by giving oral or written notice” of such termination to its
employees.  We do not believe that orally
informing the employees of such a development, without more, satisfies the
Company’s obligations under the tender offer rules.  Please confirm that the Company will provide
appropriate notice through the filing and dissemination of revised offer
materials.  See Rule 13e-4(c)(3) and
(e)(3).

Response:

In
response to the Staff’s comment, the Company has eliminated any reference in Section 14
regarding the Company’s right to provide oral notice to Eligible Persons of the
termination or amendment of the Exchange Program and has revised Section 14
to indicate that the Company will provide notice of termination or amendment of
the Exchange Program through the filing and dissemination of revised offer
materials.

5

Mr. Perry J. Hindin

June 9, 2009

Miscellaneous,
page 24

8.              We note
the disclosure in the third paragraph of this section.  If this language is intended to apply to
holders of Restricted Stock located outside the United States, please note that
the all-holders provision in Exchange Act Rule 13e-4(f)(8) applies
equally to U.S. as well as non-U.S. target holders.  Refer to the interpretive guidance in section
II.G.1. of SEC Release 33-8957.  Please:

·                  advise us as to how the Company is complying
with the all-holders provision in Rule 13e-4(f)(8);

·                  confirm that the offer is being made in
reliance upon the March 2001 Exemptive Order and provide a brief analysis
in support of the Company’s eligibility to rely on such order; or

·                  revise the disclosure here consistent with
that rule.

Response:

The Company respectfully advises the Staff that it believes
that the conditions set forth in the U.S. Securities and Exchange Commission’s March 21,
2001 exemptive order regarding Issuer Exchange Offers
Conducted for Compensatory Purposes have all been satisfied.  The exemptive order specifies that Rules 13e-4(f)(8)(i) and
(ii) will not apply to issuer tender offers, in which the subject security
is an option, that satisfy the following conditions (the conditions are set
forth in bold font and the Company’s compliance with such conditions is
described under each condition):

The
Exchange Program is conducted for compensatory purposes:

The purpose behind the Exchange Program is compensatory in
nature, as is stated in Answer 2 of the Summary Term Sheet and in Section 2
of the Offer to Exchange on pages 2 and 15, respectively of Exhibit (a)(1)(i),
by providing Eligible Persons the opportunity to exchange stock options that
may have become ineffective at providing their intended incentives and
retention value for restricted stock.

The
issuer is elegible to use Form S-8, the options subject to the Exchange
Program were issued under an employee benefit plan as defined in Rule 405
under the Securities Act, and the securities offered in the Exchange Program
will be issued under such an employee benefit plan.

The Company is eligible to use Form S-8.  All options subject to the Exchange Program
were validly issued under the Company’s Amended and Restated 2004 Stock Plan,
and

6

Mr. Perry J. Hindin

June 9, 2009

all options offered in the Exchange Program will be issued
pursuant to such plan.  This plan is an
employee benefit plan as defined in Rule 405 of the Securities Act.  The Company is eligible to register
securities with respect to this Exchange Program on Form S-8 because all
of the individuals holding options subject to the Exchange Program are
employees or consultants of the Company on the respective dates of grant.

In addition to the foregoing, the Company respectfully
advises the Staff that the Company has no employees or consultants outside of
the United States and, therefore, none of the persons eligible to participate
in the Exchange Program are located outside of the United States.

Pursuant
to the Staff’s request, the Company hereby acknowledges that it is the policy
of the Commission that:

·

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3628  May 29, 2009

Via Facsimile (713.308.4042) and U.S. Mail

 Michael T. Larkin, Esq. Winston Adams & Reese LLP 1221 McKinney Street, Suite 4400 Houston, TX 77010

RE: Evolution Petroleum Corporation  Schedule TO-I, as amended
Filed May 21, 2009 File No. 005-46383

Dear Mr. Larkin:
We have limited our review of the filing to those issues we have addressed in our
comments.  Where indicated, we think you should revise the filing 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 detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand the Company’s disclosure.  After reviewing this information, we may raise additional comments.  All defined terms used in this letter have the same meaning as in the filing listed above, unless otherwise indicated.
The purpose of our review process is to assist the Company in the compliance with the
applicable disclosure requirements and to enhance the overall disclosure in the filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.  Schedule TO-I

Offer to Exchange

General

1. Based on disclosure on the first page of the Offer to Exchange as well as a telephone conversation with Mr. Michael Larkin of Adams and Reese LLP, counsel to the Company, it appears that the Company is attempting to use its registration statement on Form S-8 filed on July 3, 2008 to register the Offer to Exchange.  Please be advised that Form S-8 may not be used to register this transaction.  In addition, based on your

Michael T. Larkin, Esq.
Adams & Reese LLP
May 29, 2009 Page 2
disclosure in response to Question 16 on page 5 of the Offer to Exchange regarding the requirement that option holders remit a cash payment, it does not appear that the Company may currently rely on the exemption from registration offered by Section 3(a)(9) of the Securities Act of 1933.  Please advise us in the response letter how the Offer to Exchange is permissible under Section 5 of the Securities Act.  Please also indicate what consideration, if any, the Company has given to revising the terms of the Offer to Exchange so that it may in the future rely on Section 3(a)(9).
 Conditions of this Exchange Program, page 17

 2. We note the condition described in clause (c)(v) relating to “any significant increase or
decrease in the market price of the shares of our common stock” (emphasis added).  We do not object to the imposition of conditions in a tender offer provided that they are not within the direct or indirect control of the bidder and are specific and capable of objective verification when satisfied.  Please revise the disclosure in this clause to allow for objective verification that the condition has been satisfied.
 3. We note the representation that the Company may assert the conditions regardless of the circumstances giving rise to such conditions.  Please revise to remove the implication that the offer conditions may be triggered through action or inaction by the Company.

4. We note in the fourth sentence of the last paragraph of this section the disclosure relating to the Company’s failure to exercise any of the rights described in this section.  This language suggests that if a condition is triggered and the Company fails to assert the condition, it will not lose the right to assert the condition at a later time.  Please note that when a condition is triggered and the Company decides to proceed with the offer anyway, we believe that this decision is tantamount to a waiver of the triggered condition(s).  Depending on the materiality of the waived condition and the number of days remaining in the offer, the Company may be required to extend the offer and recirculate new disclosure to security holders.  Please confirm the Company’s understanding that if an offer condition is triggered, it will notify shareholders whether or not it has waived such condition.
 5. We note disclosure in the same paragraph that any determination the Company makes concerning the events described in this section shall be final and binding.  Revise to state that security holders may challenge the Company’s determinations in a court of competent jurisdiction.  Please make corresponding revisions to Section 3, Determination of Validity and Section 4, Withdrawal Rights.

Michael T. Larkin, Esq.
Adams & Reese LLP
May 29, 2009 Page 3  Information Concerning Evolution Petroleum Corporation, page 19

 6. It appears that the company has elected to incorporate by reference the information required by Item 1010(a) and (b) of Regulation M-A and has disclosed summarized financial information required by Item 1010(c).  Please provide the information required by Item 1010(c)(4) and (5) of Regulation M-A.
 Extension of Exchange Program; Termination; Amendment, page 22

 7. In the second paragraph of this section, the Company reserves the right to terminate or amend the offer upon the occurrence of any of the events listed as offer conditions “by giving oral or written notice” of such termination to its employees.  We do not believe that orally informing the employees of such a development, without more, satisfies the Company’s obligations under the tender offer rules.  Please confirm that the Company will provide appropriate notice through the filing and dissemination of revised offer materials.  See Rule 13e-4(c)(3) and (e)(3).
 Miscellaneous, page 24

 8. We note the disclosure in the third paragraph of this section.  If this language is intended to apply to holders of Restricted Stock locat ed outside the United States, please note that
the all-holders provision in Exchange Act Rule 13e-4(f)(8) applies equally to U.S. as well as non-U.S. target holders.  Refer to the interpretive guidance in section II.G.1. of SEC Release 33-8957.  Please:
• advise us as to how the Company is complying with the all-holders provision in Rule
13e-4(f)(8);
• confirm that the offer is being made in reliance upon the March 2001 Exemptive Order and provide a brief analysis in support of the Company’s eligibility to rely on such order; or
• revise the disclosure here consistent with that rule.

* * *

As appropriate, please amend the filing in response to these comments.  You may wish to
provide us with marked copies of the amended filing to expedite our review.  Please furnish a cover letter with the amended filing that keys your responses to our comments and provides any requested supplemental information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing the amended filing and responses to our comments.

Michael T. Larkin, Esq.
Adams & Reese LLP May 29, 2009 Page 4
In connection with responding to our comments, please provide, in writing, a statement
from the Company acknowledging that:
• the Company is responsible for the adequacy and accuracy of the disclosure in the filing;
• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
• the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of the filing or in response to our comments on the filing.
 Please direct any questions to me at (202) 551-3444 or, in my absence, to Nicholas
Panos, Senior Special Counsel, at (202) 551-3266.  You may also contact me via facsimile at (202) 772-9203.  Please send all correspondence to us at the following ZIP code:  20549-3628.

Sincerely,    Perry J. Hindin Special Counsel

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

       DIVISION OF
CORPORATION FINANCE

        May 1, 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 File No. 1-32942
  Dear Mr. McDonald:
We have completed our review of your Form 10-K and related filings and have no
further comments at this time.

     S i n c e r e l y ,

     H. Roger Schwall Assistant Director

CORRESP
1
filename1.htm

April 27,
2009

Via Facsimile and EDGAR

Mr. H.
Roger Schwall

Assistant
Director

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, NE – Mail Stop 7010

Washington,
D.C. 20549-7010

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 Filed March 25, 2009

File No. 001-32942

Dear
Mr. Schwall:

On
behalf of Evolution Petroleum Corporation (the “Company”, “we”, “our” or “us”),
I am responding to comments received in your second follow up letter dated April 3,
2009 with respect to the filings listed above.
For your convenience, I have repeated in bold type the comments and
requests for additional information as set forth in your letter.  My response follows each applicable comment
or request.

Form 10-K
for the Fiscal Year Ended June 30, 2008

General

1.              We note your response to our prior comment 1
and note further at you undertook to timely file an amendment to your Form 10-K.  As such amendment has yet to be filed, please
provide us with a better understanding or your interpretation of the term
“timely.”  We may have further comment.

Evolution
Petroleum Corporation     ·     2500 CityWest
Blvd., Suite 1300     ·     Houston,
Texas  77042

Tel:  713-935-0122         FAX:  713-935-0199

Response:

We
filed Form 10-K/A on April 7, 2009 as Amendment No. 1 (the
“Amendment”) to our Annual report on Form 10-K for our fiscal year ended June 30,
2008 that was filed with the Securities and Exchange Commission on September 24,
2008.  The Amendment included the two gas
contracts as exhibits and the certifications required by Securities Exchange
Act Rule 15-d-14(a).

The
Amendment was filed on April 7, 2009, the 9th business day
following our Response Letter filed with the Securities and Exchange Commission
on March 25, 2009.

Amended Schedule 14A filed November 4,
2008

Short
Term Incentive Bonuses, page 11

2.              We note your response to our prior comment 3
and reissue the comment in part.  Please
provide the targets for each of your quantitative corporate goals, including
operational improvements, value addition, and liquidity goals in addition to a
description of the specific levels of achievement of each named executive officer
relative to the targets.  Further,
provide any additional information pertaining to each individual’s performance
that the compensation committee considered in determining specific payout
levels for 2008.  See Item 402(b)(1) of
Regulation S-K.

Response:

Background of Registrant:

As
you know, we are a Smaller Reporting Company not subject to the requirements
set forth in Item 402(b) of Regulation S-K.  Nevertheless, we believe that our Schedule
14A disclosure of November 24, 2008 complies with Item 402(b)(1) that
you referenced, based on our detailed analysis offered below.

As
additional background, we have historically chosen to provide a discussion
entitled “Determination of Executive Compensation” in our Schedule 14A’s.  In the spirit of providing additional
information, we thought this might be useful to our investors beyond the scaled
requirements of a Smaller Reporting Company.
In doing so, however, it was never our intent to become subject to any
or all of Items 402(a) through (l) of Regulation S-K that are
applicable to Accelerated Filers, and the expenditure of resources that
entails.

We
respectfully submit going forward that it is highly likely that the
Compensation Committee will reconsider the net benefit to our shareholders in
providing a full CD&A, as compared to meeting the scaled requirements of a
Smaller Reporting Company, for so long as our filing status does not change.

2

We
believe that the following discussion will further assist the Staff in
reviewing our disclosures and be responsive to their requests.

Short-term Incentive Bonuses:

Our
planning and compensation systems are subjective and not rigid, striving to
achieve our overall mission to “increase underlying intrinsic value per fully
diluted share, for the benefit of our shareholders.”  In response to your questions, we offer the
following points:

a)              Our company is small, with
limited resources, operating in a volatile marketplace.  As such, the Committee retains flexibility
and wide discretion in making subjective performance determinations of their
overall assessment of management’s ability (i) to consistently make and
carry out good business decisions, for the benefit of its shareholders, while (ii) anticipating
and adjusting to the business environment as it shifts.

b)             The latitude given the
Committee of three independent directors by the Board of Directors for fiscal
2008 is based on their extensive business experience in our industry and public
companies.

c)              The Committee uses only two
mathematical “scores” in calculating an individual’s bonus award (i) a
subjective overall score for the Individual Performance Factor, stated as a %;
multiplied by (ii) a subjective overall score for the Corporate
Performance Factor, stated as a %.  This
product is then multiplied by the individual’s Target Bonus %, multiplied by
the individual’s Base Salary.

d)             The subjective “scoring”
system the Committee uses is like a multiple question essay exam, where just
one overall score is assigned as a whole.
While each employee has a number of individual goals, the Committee does
not assign a value to each goal, nor does it score the performance of the
employee against each such goal.
Instead, the Committee considers the results as a whole, before
assigning one score for each employee’s Individual Performance Factor. The
Committee’s evaluation of the Corporation’s performance is similarly conducted
in order to determine one subjective % score for the Corporate Performance
Factor.

e)              Since no scores or
weightings are assigned for each or any specific goal by the Committee, we
cannot answer your inquiry: “describe specific levels
of achievement of each named executive officer relative to the [corporate]
targets.”  Rather, the
individual’s contribution to the corporate score is

3

recognized, but embedded, in the multiplicative process explained in c)
(i) and (ii) above.

f)                We do establish certain
targets as quantitative corporate goals, such
as production, revenue, LOE, field operating income, cash G&A, adjusted
EBITDA, capital expenditures net of dispositions and liquidity.  Most of these are not GAAP measures, and no
measure is given a separate score.  For
example, if we fail to meet one goal, corporate performance in other areas may
still generate a positive subjective overall Corporate Performance Factor that,
when multiplied by the NEO’s Individual Performance Factor, will yield a short
term incentive bonus. We do not disclose corporate goals or targets since each
specific goal (i) is not scored or weighted, (ii) is not used to
compute a bonus payout, (iii) is subject to adjustment as the business
environment shifts over the year, and (iv) we believe disclosure is not
required under 402(b)(1).

g)             Concerning specific levels of achievement of each named executive officer
relative to the targets, we compile a proxy to disclose the named
executive officer’s overall and corporate score contributions on an aggregate
basis, by disclosing the average level of bonus paid out to the NEO’s.  For fiscal 2008 this was 17% below full
payout, or 83% of target payout, as disclosed in the referenced Schedule 14A
that we filed.

h)             As to each NEO’s Individual
Performance Factor, we do not disclose them for these reasons:  (i) the achievement level of each goal
is not scored, and therefore not used in determining a specific bonus payout, (ii) for
competitive reasons, including the targeting of our NEO’s by corporate
recruiters and (iii) we do not believe 402(b)(1) requires
that type of disclosure.

402(b)(1) Analysis:  We have reviewed each element (i) through
(vi) of Item 402(b)(1) of Regulation S-K,
and believe the information in the referenced Schedule 14A filing complies with
such requirements.

In Closing:

Regarding
future filings, if our filing status changes from that of a Smaller Reporting
Company, or if we voluntarily choose to include expanded disclosures as a
Smaller Reporting Company, we will revise the “Short Term Incentive Bonus”
section of our discussion of executive compensation by incorporating the
responses herein, combined with the responses in our previous comment letters,
save one exception noted in the next paragraph below.

4

With
respect to our response letter to you dated March 25, 2009, the first
sentence of the second paragraph of “Additional Material Factors” is hereby
modified to read as follows:

Due to our mission to increase
underlying intrinsic value per fully diluted share, and the early development
nature of our Company, we do not set EPS goals for the Company.

If
you have any questions or comments concerning these comments, please contact me
at (713) 935-0122 or Mr. Michael Larkin at (713) 308-0166.

Very truly yours,

  Evolution Petroleum Corporation

  /s/ Robert S. Herlin

  Robert S. Herlin

  Chairman, CEO and President

cc:        Michael T. Larkin

Adams and Reese LLP

5

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

       DIVISION OF
CORPORATION FINANCE

        A p r i l  3 ,  2 0 0 9   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 Filed March 25, 2009 File No. 1-32942
  Dear Mr. McDonald:
We have reviewed your response letter a nd have the following comments.  Please
provide a written response to our comments.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this 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 and note further that you
undertook to timely file an amendment to your Form 10-K.  As such amendment
has yet to be filed, plea se provide us with a be tter understanding of your
interpretation of the term “timely.”   We may have further comment.

Mr. Sterling H. McDonald
Evolution Petroleum Corporation April 3, 2009 Page 2  Amended Schedule 14A filed November 4, 2008

 Short Term Incentive Bonus, page 11

 2. We note your response to our prior comment  3 and reissue the comment in part.
Please provide the targets for each of your  quantitative corporate goals, including
operational improvements, value addition, and liquidity goals in addition to a
description of the specific levels of ac hievement of each named executive officer
relative to the targets.  Further, provide  any additional information pertaining to
each individual’s performance that the compensation committee considered in determining specific payout levels for 2008.  See Item 402(b)(1) of Regulation S-
K.
Closing Comments

 Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our
review.  Please understand that we may have  additional comments after reviewing your
responses to our comments.
Please contact Douglas Brown at (2 02) 551-3265, John Madison at (202) 551-
3296 or me at (202) 551-3745 w ith any other questions.

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

CORRESP
1
filename1.htm

March 24,
2009

Via Facsimile and EDGAR

Mr. H.
Roger Schwall

Assistant
Director

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, NE – Mail Stop 7010

Washington,
D.C. 20549-7010

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. Schwall:

On
behalf of Evolution Petroleum Corporation (the “Company”, “we”, “our” or “us”),
I am responding to comments received in your follow up letter dated March 12,
2009 with respect to the filings listed above.
For your convenience, I have repeated in bold type the comments and
requests for additional information as set forth in your letter.  My response follows each applicable comment
or request.

Evolution Petroleum Corporation   ·
2500 CityWest Blvd., Suite 1300   ·   Houston, Texas  77042

Tel:
713-935-0122          FAX:  713-935-0199

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 contracts, please amend Part IV of your Form 10-K to include
such contracts as exhibits.

Response:

We
undertake to timely file an amendment to our Form 10-K for our fiscal year
ended June 30, 2008, by attaching the above referenced contracts as
Exhibits.

Item 2.
Properties, page 16

2.              We note
your response to our prior comment 2. Please provide an example of disclosure
you will use in future filings using the information you provided in your
response.

Response:

To
the extent we choose to again make any statements regarding our “belief that
the Delhi Holt Bryant Unit is an excellent candidate for a CO2-EOR project”, we
offer the following proposed disclosure:

We,
and the companies that submitted offers to participate with us in the Delhi
Holt Bryant Unit, believe that the Unit is an excellent candidate for a CO2-EOR
project.  We base our belief on (i) our
internal analyses of CO2 pilot tests successfully completed in the Delhi Holt
Bryant Unit by a prior field operator, (ii) our analysis of favorable
analogous comparisons to successful full scale projects in the same or similar
geological formation, (iii) a competitive offering process, wherein we
solicited major participants with CO2-EOR expertise, funding and operating
abilities, leading to two confidential competitive offers made to us in
writing, (iv) our qualitative assessment that the competitive offers were
based on the CO2-EOR potential of the Unit, and not on the relatively minor
associated proved reserves existing at that time, and (v) the buyer’s
written commitment of a portion of its proved CO2 reserves and a minimum $100
million minimum future investment in a CO2 project in the Unit.

Amended Schedule 14A filed November 4,
2008

Short
Term Incentive Bonuses, page 11

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

·                  Please
clarify the significance of the “bonus targets” and whether the percentage
listed for the executive 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 changes the equation for calculating the singe payout factor.

·                  Please
include the corporate goals on which each executive officer’s corporate
performance is measured when determining the corporate factor.

·                  We note
your statement that your “named executive officers took a
substantial portion of their short term 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.

Response:

Bullet  1 — See proposed disclosure below.

Bullet  2 — See proposed disclosure below.

Bullet  3 — See proposed disclosure below.

Bullet  4 — The executive officer’s individual
performance factor does not determine the corporate performance factor.  The corporate performance factor is
determined by the Compensation Committee of the Board of Directors, expressed
as a percentage from 0 to 100%, assessing the qualitative achievement of the
corporation’s stated goals itemized in the section “Additional Material
Matters”, taken as a whole.

Bullet  5 — “Took” was an inadequate description in
our previous response.  See new
disclosure below.

We
offer the following revised disclosure, in part.

Determination of Executive
Compensation

Compensation
Objectives

The Compensation
Committee of the Board of Directors (the “Committee”) is
responsible for the oversight and determination of compensation, including
salaries, equity compensation, short-term incentive bonuses and other
benefits for all of our executive officers and senior management, and
administers our Evolution Petroleum Corporation Amended and Restated 2004 Stock
Plan (the “2004 Stock Plan”) and our 2003 Stock Plan, as may be further amended
from time to time. The Committee delegates its authority for salary adjustments
for other employees to the Chief Executive Officer. The primary objectives of
the Company’s executive compensation program are to attract and retain key
executives, to stimulate management’s efforts on our behalf in a way that
supports our business plan and to align management’s incentives with the
long-term interests of the Company and its stockholders.

Setting
Executive Compensation

Committee meetings
involving consideration of compensation adjustments and awards for executive
officers (other than the chief executive officer) typically include the Committee
members and our Chief Executive Officer.  The Committee considers
compensation adjustments and awards for our Chief Executive Officer, without
his participation.  For
compensation decisions relating to executive officers and senior management
other than our Chief Executive Officer, the Chief Executive Officer typically
makes recommendations in line with the policy and structure established by the
Compensation Committee and reviews them with the Compensation Committee for
adjustments and approval.   The recommendations of the Chief
Executive Officer are primarily derived from an equal weighting of corporate
achievements against goals for the fiscal year and a review of each person’s
achievements against their individual goals and objectives mutually set and
approved by the Committee at the beginning of the fiscal year, as well as by
market factors. Market factors include compensation being offered for
equivalent positions by competitors, the overall relative contributions of the
person, the future contributions expected and the difficulty in replacing the
person should they choose to leave. The Committee meets in executive session
outside of the presence of any senior executive officer to determine the
amount, form and terms of compensation for the Chief Executive Officer.

The recommendations of
the Chief Executive Officer and considerations of the Committee are influenced
by the (i) findings and recommendations of the compensation consultant
employed from time to time by the Committee to confirm industry competitive pay
and ratify our executive officer compensation levels, and (ii) specific
and localized industry and market conditions directly affecting the Company’s
ability to recruit new staff and retain existing staff. The findings of the
compensation consultant include surveys of relevant peer groups, as determined
by industry and size. The current practice of the Committee and Chief Executive
Officer is to consider the average base pay of the peer groups in determining
our executive officers’ base, but to more heavily weight total compensation
towards short term and long term variable components tied to individual and
corporate performance.

The Committee engaged
Thomas J. Reno & Associates, Inc. (“Reno”)
as its independent compensation consultant for fiscal 2008.  The role of
the compensation consultant is to provide the Committee with information on
competitive practices and pay levels and to advise the Compensation Committee
on executive compensation issues. Reno recommended pay level ranges for the
three executive officers’ base pay, targets for short term incentive pay and
long term incentive awards for fiscal 2008.

For his report, Reno
conducted a competitive market analysis based on data of companies in the
Energy industry with annual revenue of less than $41 million and active in
similar geographic areas and industry segment. The Company had no input into
the selection of the peer group by Reno. This analysis drew data from various
sources including the Mercer Energy Compensation 2006 Survey and information
available from filings by public companies in the energy industry with revenues
between $24 million and $79 million. The Mercer Survey provides information on
305 positions reported by 184 organizations in the energy industry. The Reno
Report utilized only information on base salary and short term incentives from
the Mercer Survey. Due to our early stage of growth, Reno established our peer
group more on the basis of assets under management than on revenues.

Reno did not attend our
Board of Directors meeting, nor our Committee meetings. He was employed
directly by the Committee and received no fees from the Company other than for
the services rendered to the Committee.

With the exception of
significant promotions and new hires, we review compensation, including equity
awards, annually following the preliminary closing of the books for the fiscal
year.  Actual payment of short term incentive awards is subject to
approval by the Board of Directors following Audit Committee approval of the
report of the independent audit of the financial results for the fiscal
year.  Equity awards are generally made at the same time, following
adoption of a policy in 2006 that all employees would be evaluated for base
salary adjustments, awards of long term incentives, determination of short term
incentive awards and setting of objectives for future short term awards. This
timing enables us to consider full, prior year audited performance by the
Company and the potential recipients against our expectations. Our policy is
that all grants to newly hired employees are effective on the latter of the
employee’s first day of employment or upon authorization of the grant by the
Board of Directors upon the recommendation of the Committee.  The exercise
price of stock options awarded is based upon the grant date fair market value,
which is the closing market price of our common stock on the date of grant.

Elements
of Compensation

The Company’s executive
compensation program consists of the following basic components: base salary,
long-term incentives pursuant to the 2003 and 2004 Stock Plans, short term cash
bonuses and limited perquisites.  Each component of the compensation
program serves a particular purpose and is considered independently on the
basis of achieving that respective purpose.

Base
Salary.
Base salary is primarily designed to reward current and past performance and
may be adjusted from time to time to realign salaries with market levels. The
Committee annually reviews the base salary of each executive officer in
relation to market and specific industry conditions and relative to staff
salaries. In determining the appropriate level of compensation for each
executive officer, the Committee evaluates the responsibilities and authority
of the executive as well as the executive’s performance as to the Company’s
goals, objectives and strategic business plan and reviews. Base salaries for
fiscal 2008 were determined by utilizing the lower end of Reno’s report survey
range, due to our size compared to the peers in the cited surveys and our
stated compensation practice.

In September 2007,
the Committee increased base pay for executive management to reflect market factors
conditions. The base pay for Mr. Mazzanti and Mr. McDonald was
increased to $190,000 and the base pay for Mr. Herlin was increased to
$240,000.

Long-Term
Incentive Compensation.  Grants of long-term incentives are primarily designed to tie a
major portion of each executive’s compensation to long-term future performance
tied directly to the interests of our stockholders.  In determining the
long-term incentive component of our executive officers’ compensation for
fiscal 2008, the Committee reviewed their past contributions in directly
building net asset value per share, their expected future contributions to
building net asset value per share, and their existing equity holdings. Our
intent is for that staff that has contributed or is contributing materially to
building the Company to have a material stake in that value creation without materially
diluting the current stock value to our shareholders.  Our staff is
currently eligible to receive awards under our 2004 Stock Plan, while no new
awards are available under our 2003 Stock Plan.  The 2004 Stock Plan
permits the Board of Directors to award eligible employees, directors and
consultants with restricted stock grants, incentive stock options,
non-statutory stock options and stock appreciation rights. Awards to senior
management and executive officers under the 2004 Stock Plan have generally
consisted of incentive options and warrants.

Under the 2004 Stock
Plan, no more than 5,500,000 shares of our common stock may be subject to
incentive awards.  As of June 30, 2008, there were
1,325,859 shares available to be granted under the 2004 Stock Plan. During
fiscal 2008, we awarded options to purchase 1,435,000 shares of stock to
employees and contractors, and 25,899 shares of restricted stock to the three
independent members of our board of directors.

Short
Term Incentive Bonus.
Short term incentive bonuses, generally and historically paid in cash, are a
major portion of total compensation paid and are intended to vary with
individual overall performance against pre-determined individual goals (the
“Individual Performance Factor”) and Company overall performance against
pre-determined corporate goals (the “Corporate Performance Factor”).  The “Bonus Targets” are 100% of Base Salary base pay
for the chief executive officer and 75% of Base Salary base salary
for other named executive officers. All employees participate in this plan
at percentages of Base Salary ranging from 10% up to 100%. The Committee
determines awards of short term incentive bonuses to our executive officers
based upon overall performance against the predetermined those goals
on a “qualitative” basis as follows: wherein individual and corporate
performances are equally weighted, then multiplied to reach a payout factor.

Bonus to be Paid

=

Individual
Performance Factor % * Corporate Performance Factor % * Bonus Target % * Base
Salary $

Since the Individual
Performance Factor and the Corporate Performance Factor two factors are
multiplied, a 0% factor on either results in no Bonus bonus being
paid.

A substantial list
of goals is  The
pre-determined goals are mutually agreed upon between the employee

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

CORRESP
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filename1.htm

March 4, 2009

Via Facsimile and EDGAR

Mr. H. Roger Schwall

Assistant Director

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE — Mail Stop 7010

Washington, D.C. 20549-7010

Re:                             Evolution Petroleum
Corporation

Form 10-K for Fiscal Year Ended June 30, 2008

Filed September 24, 2008

Form 10-Q for Fiscal Quarter Ended September 30, 2008

Filed November 14, 2008

Amended Schedule 14A

Filed November 4, 2008

File No. 001-32942

Dear Mr. Schwall:

On behalf of Evolution Petroleum Corporation (the “Company”, “we”, “our”
or “us”), I am responding to comments received in a letter dated January 30,
2009 from you with respect to the filings listed above.  For your convenience, I have repeated in bold
type the comments and requests for additional information as set forth in your
letter.  My response follows each
applicable comment or request.

Form 10-K for the Fiscal Year Ended June 30, 2008

General

1.                                     We
direct your attention to Item 601(b)(10) of Regulation S-K.  Please confirm that all material contracts
have been filed.  We note, in particular,
that it does not appear that the agreements with your customers from whom you
derive 10 percent or more of your net oil and natural gas revenues referenced
on pages 7 and 53, have been filed.
If you do not believe that such contracts fall within the purview of
Item 601(b)(10), please explain why.

Evolution Petroleum Corporation   ·     2500 CityWest Blvd., Suite 1300   ·   Houston, Texas  77042

Tel:
713-935-0122      FAX:  713-935-0199

Response:

Item 601(b)(10) of Regulation S-K
requires that contracts made in the ordinary course of business should
be filed as an exhibit for those contracts for which the company is:

substantially dependent as in the case of
continuing contracts to sell the major part of registrant’s products  or services or to purchase the major part of
registrant’s requirements of goods, services or raw materials . . .

Our crude oil contracts are in the ordinary course of business, are of
short duration and we believe we are not overly dependent on the performance of
the contract or on the purchaser.
Although our contracts are with purchasers who buy 10 percent or more of
our production of crude oil, the contracts themselves are not substantial as we
believe there would be numerous other purchasers of our oil production if we
lost or were unable to renew any of our current contracts.

Although our natural gas contracts are in the ordinary course of
business, our relationships with our purchasers could be considered
significant, in that there are not as many alternatives to market our natural
gas.  Based on this,  we believe our sales contracts with DCP
Midstream, LP, and ETC Texas Pipeline, LTD may be considered material contracts
as defined by Item 601(b) (10), and as such we will file the contracts as
exhibits to a Form 8-K to be filed based on your concurrence.

Item 2. Properties, page 16

2.                                     Please
provide support for the statement that the companies that submitted offers to
participate with you in the Delhi Bryant Unit, “believe that the Delhi Bryant
Unit is an excellent candidate for a CO2
EOR project…..”

Response:

Prior to our June 2006 sale of the Delhi Holt Bryant Unit through
a farmout to Denbury Resources, we conducted a competitive offering process soliciting
major participants with CO2-EOR expertise, funding and operating
abilities.  During the process, we
offered analyses of three CO2 pilot tests successfully completed in our field
by a prior operator, along with comparisons to analogous full scale projects in
the same geological formation.  The
solicitation was made primarily on the basis of the EOR potential of a CO2
flood and not on the relatively immaterial associated proved reserves existing
at that time. After considerable analyses by three parties and extensive
negotiations with two of them, two confidential competitive offers were made to
us in writing that focused on the CO2-EOR potential.  Of these, we accepted Denbury’s offer,
wherein they paid us $50 million in cash and committed to develop, at their
sole cost and expense, an EOR flood with dedicated proved CO2 reserves from
Denbury’s Jackson Dome property, including the construction of the necessary
pipeline to transport the CO2 approximately 100 miles to the Delhi Field.  Based on the two competitive offers,

we believe that both offering parties considered the field to be an
excellent candidate for such, due to their willingness to pay us substantial
funds, up front for an immaterial amount of proved reserves, combined with
their commitment to fund hundreds of millions of dollars in capital
expenditures.

In total, Denbury has expended over $190 million on the Delhi CO2-EOR
project through November 2008, in addition to the $50 million they paid us
at closing.  We understand through public
presentations by Denbury that the CO2 delivery pipeline from the Jackson Dome
to the Delhi Field is complete, except for the crossing at the Mississippi
River.  Well preparations in the field
have begun, with CO2 injection expected to begin by mid-year 2009.

Controls and Procedures, page 57

3.                                     We
note your statement that you “… carried out an evaluation… of the effectiveness
of the design and operation of our disclosure controls and procedures as of the
end of the quarter covered by this report.” (emphasis
added).  Please revise to state whether
your evaluation of the effectiveness of the design and operations of your
disclosure controls and procedures as of the end of the fiscal year
covered by your Form 10-K.

Response:

We carried out an evaluation of the effectiveness of the design and
operation of our disclosure controls and procedures as of June 30, 2008,
the last day of our fiscal year.  In our Form 10-K
filed with the Securities and Exchange Commission (“SEC”) on September 24,
2009, which covered our fiscal period July 1, 2007 through June 30,
2008, we stated in our statement on Disclosure Controls and
Procedures under Item 9A. Controls and Procedures  that
the report covered the  fiscal quarter
ended June 30, 2008 instead of the fiscal year ended June 30,
2008.  Although this did not correctly state the
period covered by our report, it correctly identified the date of our
evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures in effect as of June 30, 2008.  We respectfully suggest prospectively
correcting the statement in our Annual Report on Form 10-K for the year
ended June 30, 2009.

Financial Statements

Note 2 — Summary of Significant Accounting Policies, page 41

Limitation on Capitalized Costs, page 41

4.                                     The
ceiling test that you describe does not reflect differentiation between
unproved property costs excluded from costs to be amortized, and unproved
property costs that are subject to amortization.  The test required by Rule 4-10(c)(4) of
Regulation S-X stipulates that you must utilize the lower of cost or

estimated fair value for this latter group of
costs.  Please tell us the extent to
which you have followed this guidance for each of the periods presented, and
submit the disclosures that you propose to clarify your practice.

Response:

We have followed the guidance referenced for all accounting periods
presented in our Form 10-K filed as of June 30, 2008.  During those periods, no amounts exceeding
the lower of cost or estimated fair value for unproved property costs subject
to amortization have been included in the “ceiling amount”.

We suggest prospectively clarifying our current policy on “Limitation
on Capitalized Costs” with the following:

Limitation on Capitalized Costs. Under the full-cost method of accounting, we
are required on a quarterly basis to perform a “ceiling test” which determines
a limit on the book value of our oil and natural gas properties. If the
capitalized cost of our oil and natural gas properties, net of accumulated
depreciation, depletion, and amortization, and net of related deferred income
taxes, exceed the “ceiling amount”, the excess is charged to expense and
reflected as additional accumulated depreciation, depletion and amortization or
as a credit to oil and natural gas properties.
The “ceiling amount” is defined as the sum of: (a) the present
value, discounted at 10 percent, of estimated future net revenues from proved
reserves, which is computed using oil and natural gas prices in effect at the
balance sheet date (with consideration of price changes only to the extent
provided by contractual arrangements), less estimated future expenditures
(based on current costs) to be incurred in developing and producing the proved
reserves; plus (b) the cost of unproved oil and gas properties not subject
to amortization; plus (c) the lower of cost or estimated fair value of
unproven properties included in the costs being amortized; net of (d) the
related tax effects.   We did not have a “ceiling
test” impairment during the years ended June 30, 2008 and 2007.

Note 5 — Property and Equipment, page 45

5.                                     Please
expand your note to add disclosures pertaining to unproved properties and major
development projects as required by Rule 4-10(c)(7)(ii) of Regulation
S-X.  This guidance requires that you
disclose the current status of properties and projects for which costs are
excluded from amortization, the anticipated timing of the inclusion of such
costs in amortization, and a table indicating the nature of costs by category and
identifying the periods in which the costs were incurred.  Please ensure that your totals per the table
agree to the corresponding amounts presented in this note and Note 16.

Response:

We respectfully request that we prospectively provide additional disclosures
pertaining to unproved properties in all future filings, including our
quarterly reports on Form 10-Q.
Below is our property and equipment footnote for the year ended June 30,
2008, as if the expanded disclosures were included in Note 5 of our financial
statements included in our fiscal 2008 Annual Report on Form 10-K.

Note 5 — Property and Equipment

As
of June 30, 2008 and 2007 our oil and natural gas properties and other
property and equipment consisted of the following:

  June 30,

  2008

  June 30,

  2007

  Oil and natural gas properties

  Property costs subject to amortization

  $

  15,105,766

  $

  4,187,440

  Less: Accumulated depreciation, depletion,
  and amortization

  (632,040

  )

  (652,439

  )

  Unproved properties not subject to
  amortization

  7,573,507

  1,924,552

  Oil and natural gas properties, net

  $

  22,047,233

  $

  5,459,553

  Other property and equipment

  Furniture, fixtures and equipment, at cost

  231,841

  173,205

  Less: Accumulated depreciation

  (70,814

  )

  (18,333

  )

  Other property and equipment, net

  $

  161,027

  $

  154,872

Unproved
properties not subject to amortization are excluded from our full-cost pool
until it is determined that proved reserves can be assigned to such properties
or until such time as we have made an evaluation that impairment has occurred.
Unproved properties not subject to amortization include unevaluated acreage of
$5.6 million as of June 30, 2008, consisting of properties in the Giddings
Field and our projects in the Woodford Shale trend in Oklahoma.  Unproved properties not subject to
amortization also consist of approximately $2.0 million and $1.9 million as of June 30,
2008 and 2007, respectively, of participating interests through separately
acquired royalty and overriding royalty interests aggregating 7.4% of the Delhi
Holt Bryant Unit in the Delhi Field in Louisiana.  Evaluation of these properties is currently
expected to be completed within three years.
Our evaluation of impairment of unproved properties occurs, at a
minimum, on a quarterly basis.

The
following table provides a summary of costs that are not being amortized as of June 30,
2008, by the fiscal year in which the costs were incurred:

  For the Year Ended June 30,

  Total

  2008

  2007

  2006 and

  Prior

  Costs excluded from amortization

  Leasehold acquisition costs

  $

  5,622,766

  $

  4,893,690

  $

  729,076

  $

  —

  Royalty and overriding royalty interests

  1,950,741

  —

  966,794

  983,947

  $

  7,573,507

  $

  4,893,690

  $

  1,695,870

  $

  983,947

Certifications, exhibits 31.1 and 31.2

6.                                     We
note, in both certifications, you still referred to yourself as a “small
business issuer.”  Please revise your
certifications to match the exact form set
forth in Item 601(b)(31) of Regulation S-K.
We note that your current certifications also include other deviations
from the exact language of the form.

Response:

During our transition from the disclosure requirements of Regulation S-B to the scaled
disclosure requirements for smaller reporting companies under Regulation S-K, we inadvertently failed to
make the necessary changes to the verifications as set forth in Item
601(b)(31).  However, these changes were
implemented in our Form 10-Q for the fiscal quarter ended September 30,
2008.  We will continue to follow the certification
requirement set forth in Item 601(b)(31) of Regulation S-K.

Amended
Schedule 14A filed November 4, 2008

Legal
Proceedings, page 5

7.                                     Please
provide a confirmation, if true, that none of your directors or executive
officers have been involved in any legal proceeding listed in Section 401(f) of
Regulation S-K within the last five years, instead of limiting your statement
to only whether they are not currently involved in a legal proceeding.

Response:

Our executive officers and directors have verified through their annual
Directors’ and Officers’ questionnaires that they have not been involved in any
legal proceeding listed in Section 401(f) of Regulation S-K within
the last five years.  In compliance with
the rules of Section 401(f), we suggest prospectively limiting our
disclosure to positively affirming if any director or executive officers have
been involved in such legal proceedings in the last five years, failing which
there will be no confirmation or disclosure.

Executive Compensation and Related Information, page 10

Short Term Incentive Bonuses, page 11

8.                                     Provide
us with an explanation, in table format or otherwise, as to how the committee
determines the quantitative amount of these short term incentive bonuses for each named executive officer.  Explain what the payout factor is and how it
was determined for each named executive officer.  Further, explain the weighting of each of the
performance goals.  See Item 402(b)(1)(v) of
Regulation S-K.

Response:

We request to prospectively clarify how we determine the amount of
short-term incentive bonus for each executive officer in our 2009 proxy
statement.  The paragraph on short-term
incentive bonus in our Amended Schedule 14A filed on November 4, 2008,
would be modified in our 2009 proxy statement as follows:

Short Term Incentive Bonus.  Short term incentive bonuses, generally and historically paid
in cash, are a major portion of total compensation paid and are intended to
vary with individual and Company performance against pre-determined goals.  The bonus targets are 100% of base pay for
the chief executive officer and 75% of base salary for other named executive
officers. The Committee determines awards of short term incentive bonuses to
our executive officers based upon overall performance against those goals on a qualitative
basis, wherein individual and corporate performances are equally weighted, then
multiplied to reach a payout factor. Since the two factors are multiplied, a 0%
factor on either results in

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010
DIVISION OF
CORPORATION FINANCE
        January 30, 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 Form 10-Q for Fiscal Quarter Ended September 30, 2008 Filed November 14, 2008 Amended Schedule 14A Filed November 4, 2008 File No. 001-32942

 Dear Mr. McDonald:
We have reviewed your filings and have the following comments.  Please provide
a written response to our comments.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.     Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosures in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.
Form 10-K for the Fiscal Year Ended June 30, 2008

General

1. We direct your attention to Item 601(b)( 10) of Regulation S-K.  Please confirm
that all material contracts have been filed.  We note, in particular, that it does not appear that the agreements with your customers from whom you derive 10 percent or more of your net oil and natural gas revenues referenced on pages 7 and 53, have been filed.  If you do not believe that such contracts fall within the purview of Item 601(b)(10), please explain why.

Mr. Sterling H. McDonald
Evolution Petroleum Corporation
January 30, 2009 Page 2

 Item 2. Properties, page 16

 2. Please provide support for the statement that the companies that submitted offers to participate with you in the Delhi Bryant Unit, “believe that the Delhi Bryant Unit is an excellent candidate for a CO
2-EOR project….”

Controls and Procedures, page 57

3. We note your statement that you “…carried out an evaluation… of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the quarter covered by this report.” (emphasis added).
Please revise to state whether your evaluation of the effectiveness of the design and operations of your disclosure controls and procedures as of the end of the fiscal year  covered by your Form 10-K.

Financial Statements

Note 2 – Summary of Significant Accounting Policies, page 41
 Limitation on Capitalized Costs, page 41

 4. The ceiling test that you describe does not reflect differentiation between unproved property costs excluded from costs to be amortized, and unproved property costs that are subject to amortization.  The test required by Rule 4-10(c)(4) of Regulation S-X stipulates that you must utilize the lower of cost or estimated fair value for this latter group of costs.    Please tell us the extent to which you have followed this guidance for each of the periods presented, and submit the disclosures that you propose to clarify your practice.
 Note 5 – Property and Equipment, page 45

 5. Please expand your note to add disclosures pertaining to unproved properties and major development projects as required by Rule 4-10(c)(7)(ii) of Regulation S-X.  This guidance requires that you disclose the current status of properties and projects for which costs are excluded from amortization, the anticipated timing of the inclusion of such costs in amortization, and a table indicating the nature of costs by category and identifying the periods in which the costs were incurred.  Please ensure that your totals per the table agree to the corresponding amounts presented in this note and Note 16.

Certifications, exhibits 31.1 and 31.2

Mr. Sterling H. McDonald
Evolution Petroleum Corporation
January 30, 2009 Page 3

6. We note, in both certifications, you still referred to yourself as a “small business issuer.”  Please revise your certifications to match the exact form set forth in Item
601(b)(31) of Regulation S-K.  We note that your current certifications also
include other deviations from the exact language of the form.
 Amended Schedule 14A filed November 4, 2008

 Legal Proceedings, page 5

 7. Please provide a confirmation, if true, th at none of your directors or executive
officers have been involved in any legal proceeding listed in Section 401(f) of Regulation S-K within the last five years, instead of limiting your statement to only whether they are not currently involved in a legal proceeding.
 Executive Compensation and Related Information, page 10

 Short Term Incentive Bonuses, page 11

 8. Provide us with an explanation, in table format or otherwise, as to how the committee determines the quantitative amount of these short term incentive bonuses for each  named executive officer.  Explain what the payout factor is and
how it was determined for each named executive officer.  Further, explain the weighting of each of the performance goa ls.  See Item 402(b)(1)(v) of Regulation
S-K.
 Engineering Comments

Estimated Proved Oil and Natural Gas Reserves and Future Net Revenues, page 19

9. You indicate that future net revenues used in estimating your reserves were determined using average NYMEX prices.  Please tell us whether the NYMEX prices utilized in your computations were spot or futures prices.  We believe that you would need to use the year-end spot prices, adjusted for differentials, for reserve determinations to comply with the guidance in Rule 4-10(a)(2) of Regulation S-X.  If you have not used the year-end spot prices, please quantify the effects on your reserve determination.

Supplemental Disclosures About Oil and Natural Gas Producing Properties (unaudited),
page 55

10. You report that you spent approximately $3 million on proved property acquisitions in 2008 and that you acquired approximately 3 million barrels

Mr. Sterling H. McDonald
Evolution Petroleum Corporation
January 30, 2009 Page 4

equivalent of proved reserves.  Please tell us the basis for the proved reserve classification of these 3 million barrels equivalent, which you purchased for $1 per barrel equivalent.
 11. We note that you purchased property in the Giddings Field in 2007 and 2008.  We also note that in each purchase you claimed approximately the same amount of oil reserves.  However, in the 2008 purchase, it appears that you claimed over twice the gas reserves, compared to the 2007 purchase.  Please explain to us the reasons for the disproportional relationship between the oil and gas reserves recorded in these acquisitions.  Please identify the specific aspects of your computations leading to this difference.
 12. Please explain to us what you mean by stating that the revisions of previous estimates were in part due to “…the effects of the new SEC guideline on PUD locations within fractured reservoirs,” and tell us the percentage of the revisions made for this reason.
 Closing Comments

 Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosures in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosures, they are responsible for the accuracy and adequacy of the disclosures they have made.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclosures in the filing;
 ‚ staff comments or changes to disclosures in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
 ‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United

Mr. Sterling H. McDonald
Evolution Petroleum Corporation January 30, 2009 Page 5

States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.
 You may contact Lily Dang at (202) 551-3867 or Karl Hiller, Branch Chief, at
(202) 551-3686 if you have questions regarding comments on the financial statements and related matters.  You may contact Jim Murphy, Petroleum Engineer at (202) 551-3703 with questions about engineering comments.  Please contact Douglas Brown at (202) 551-3265, John Madison at (202) 551-3296 or  me at (202) 551-3740 with any other
questions.

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

DIVISION OF
CORPORATION FINANCE MAIL STOP 7010
        April 18, 2007

Mr. Sterling H. McDonald
Chief Financial Officer
Evolution Petroleum Corporation
820 Gessner, Suite 1340
Houston, TX  77024

Re: Evolution Petroleum Corporation
 Form 10-KSB for the fiscal year ended June 30, 2006
 Filed September 27, 2006
 File No. 1-32942

Dear Mr. McDonald:

 We have completed our review of your Form 10-KSB and related filings and do
not, at this time, have any further comments.

        S i n c e r e l y ,

        Karl Hiller
        B r a n c h  C h i e f

CORRESP
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March 30, 2007

Mr. Karl Hiller

Branch Chief

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

  RE:

  Form 10-KSB of June 30, 2006

  Filed September 27, 2006

  File # 1-32942

Dear Mr. Hiller:

We are providing
you the following responses to your inquiries of March 13, 2007, labeled by
your item numbers:

General

1.               We have
consistently used File number 000-27862 in all of our filings with the
SEC.  Until your recent inquiry, we do
not recall having been advised that our File number had been changed.  In all future filings, we will use the File
number 001-32942 you provided to us in your letter of March 13, 2007, until
advised otherwise.  Thank you for
advising us of the change.

2.               We apologize for
the lack of page numbers and the transposition spelling error on the cover page
of our 10-KSB.  We will ensure that page
numbers and spelling corrections are included in future filings.  Due to this and other errors we encountered
with that particular printer, we changed to another established (and more
expensive) printer between the filing of our K and its printed
distribution.  This has resulted in
better service, including page number and spelling corrections being applied to
the printed version of the subject 10-KSB.

MD&A

Critical Accounting
Policies and Estimates

3.               We agree with you
that these disclosures could be improved, in that the ARO and the Fair Value of
Debt and Equity Transaction policies should have been entirely omitted in the
subject filing and that our policy of Accounting for Oil and Gas Properties
could be improved.  We address each of
these as follows:

With respect to ARO estimates in accordance SFAS 143, we believe it
would have been more appropriate to delete this reference in the subject
filing, since the $123,679 estimate and/or its variability was not material or
critical to our $49 million of total footings (0.25%) at June 30, 2006.

With respect to estimates for the Fair Value of Debt and Equity
Transactions, we believe it also would have been more appropriate to delete
this reference in the subject filing, since these estimates (i) are not subject
to wide valuation differences, (ii) are static and therefore not subject to
change over time, and since (iii) no such transactions existed on our balance
sheet at June 30, 2006.

With respect to “Accounting for Oil and Gas Property Costs” and “Estimates
of Proved Oil and Gas Reserves”, we believe these polices should remain in the
MD&A disclosure, regardless of their relative materiality to our balance
sheet at any point in time, since (i) our business is solely that of an oil and
gas developer and producer, subject to specialized accounting treatment in
accordance with Regulation SX 4-10, (ii) this accounting treatment requires estimates
of proved oil and natural gas reserves that are subject to judgments of our
outside independent petroleum engineers which, at the time they are made, are
based on a variety of assumptions that may or may not prove to be correct over
time, and (iii) these estimates are not static and are subject to change as
more information on the reservoir(s) becomes available and/or product price
variability affects the amount of economically recoverable reserves.

We note, however, that at June 30, 2006, the carrying value of our oil
and gas properties totaled ~$3.6 million, or ~7%, of our $49 million in balance
sheet assets and ~11% of our ~$31 million in permanent equity, which is a
relatively small amount for an oil and gas company.  In addition, we had a significant cushion in
our full cost pool of ~$3 million, or 83% of our ~$3.6 million full cost
balance at June 30, 2006, making our susceptibility to a ceiling test write
down and non-cash charge to future earnings due to revisions of oil and gas
reserves or changes in prices remote at that time.

Nevertheless, we will endeavor to provide a more robust analysis of our
oil and gas accounting estimates, even though the literature you cited at FRC
501.14 is not officially effective.  We
would envision a presentation, using our June 30, 2006 financial statements as
an example along the following lines, by adding the double scored additions
below:

Accounting for Oil and Gas Property Costs.  As more fully discussed in Note 3 to the
consolidated financial statements, the Company (i) follows the full cost method
of accounting for the costs of its oil and gas properties in accordance with SEC Rule 4-10 of Regulation SX, (ii) amortizes
such costs using the units of production method, and (iii) applies a quarterly
full cost ceiling test. Adverse changes in operating
conditions (primarily oil or gas price declines) could result in permanent
write-downs in the carrying value of oil and gas properties as well as non-cash
charges to operations, but would not affect cash flows.  At June 30,
2006, the standardized measure used to calculate our ceiling test was
approximately $6.5 million, thereby exceeding our full cost pool by
approximately $2.9 million, or

83%.  At that date, a 10% decrease in product price
assumptions would reduce our ceiling test cushion by approximately $1.2
million.

Proved Oil and Gas Reserves are also
subject to estimates.  An independent
petroleum engineer annually estimates 100% of our proved reserves. Reserve
engineering is a subjective process that is dependent upon the quality of
available data and the interpretation thereof. In addition, subsequent physical
and economic factors such as the results of drilling, testing, production and
product prices may justify revision of such estimates. Therefore, actual
quantities, production timing, and the value of reserves may differ
substantially from estimates. A reduction in proved reserves would result in an
increase in depreciation, depletion and amortization (“DD&A”) expense and could result in permanent write-downs in the
carrying value of our oil and gas properties resulting in non-cash charges to
operations, but would not affect our cash flows.  Since July 1, 2004, we have experienced
cumulative upward reserve estimate revisions totaling 32,069 BOE, or 10% on beginning
reserves of 324,295 BOE, or 4% on ending reserves of 464,800 BOE.

Due to the currently
immaterial nature of these changes, the relative insensitivity of oil and gas
price changes relative to only 7% of our assets, and the fact that all the
other proposed oil and gas disclosures were included in our Supplemental Oil
and Gas footnote in tabular form, we propose that an amendment to our June 30,
2006 in this regard is not warranted, but that prospective disclosures would be
appropriate in all future filings.

Financial Statements

Balance Sheets

4.               With respect to the
351,335 common shares we sold during 2006, we agree that a discussion is absent
in the “Registration Rights” section of Footnote 8 to our financial
statements.  At the time of our filing we
assumed that our explanation was adequate and apparent without further
footnote, in that we described the mezzanine item on our Balance Sheet as “Common
stock, totaling 351,333 shares subject to demand registration rights” and we
separately itemized a “Reduction of capital related to common stock subject to
demand registration rights” in the Statement of Changes in Stockholder’s Equity
table.  We agree that additional
discussion would add clarity.  In future
filings, we propose including language similar to the following:

“The stock subscription agreement is subject to a registration rights
agreement requiring us to use our reasonable efforts to register the stock
subsequent to the demand of 40% of the holders of such stock.  Such demand cannot become effective, however,
until the price of our common stock exceeds at least $14.23 per share,
(approximately 6.3 times the subscription price).  There are no specified damages for our
failure to

register, nor a specified timetable for obtaining such registration,
except that the registration shall be undertaken by us as soon as practicable
and shall stay effective for 120 days, or if such registration statement is on
Form S-3 and provides for sales of securities from time to time pursuant to
Rule 415 under the Securities Act, for up to one year.  The demand registration rights will terminate
when a holder is able to sell all its shares during any three month period
under Rule 144, which we believe should occur sometime between the first and
second anniversary dates from the June 10, 2006 closing of the offering.

Regarding the accounting treatment of registration rights agreements,
please know that we have had considerable difficulty following the SEC and FASB’s
past guidance, as the discussion below illustrates.

During the Division’s extensive review from mid 2005 through mid 2006
of our currently effective registration statement, the Division notified us in
writing on November 18, 2005 that our permanent equity classification regarding
our $3 million private equity placement of May 2005 was incorrect.   Accordingly, the Staff requested a
restatement of our June 30, 2005 10-KSB to reclassify all of the subject equity
offering as “temporary”, due to the existence of a registration rights
agreement that required cash penalties of up to 8% for our failure to maintain
an effective registration statement within a specific time period.  Our original classification was ultimately
cleared by the SEC, since the 8% penalty fell within EITF 00-19’s fair value “discount
window” provided in Paragraph 16 therein.

With respect to your current inquiry regarding the $790,500 of “temporary
equity” we recorded on our May 2006 private equity offering, you have asked us
to cite the literature we relied upon from EITF 00-19.

With respect to Paragraph 9 of the subject EITF, our registration
rights agreement (RRA) does not provide for a physical, net-cash or net-share
settlement.  As a result, we believe that
a “permanent equity” classification would be appropriate under EITF 00-19,
since the RRA contains no other condition to contradict that conclusion when
using the guidance in Paragraphs 12-32.

On the other hand, despite the absence of a contractual obligation for
us to do so, we understand that the Staff, through its dealings with other registrants,
believes the potential exists, no matter how remote, that the Company could be
forced to redeem the subject shares for its failure to register them.  Therefore a “deemed redemption” would
activate the physical settlement provision under Paragraph 12 of EITF 00-19,
thereby requiring public registrants to adopt “temporary equity” per the
guidance in ASR 268 and D-98.  This is
the guidance we adopted.

Statements of Changes in
Stockholders’ Equity

5.               The par value of
our common stock is $.001, as stated on the balance sheet and the cover page of
our Form 10-KSB.  We confirm that the
exercise price of $1,278 is the par value of the warrants exercised to purchase
1,278,064 shares.

Note 3 — Summary of Significant
Accounting Policies

6.               We will revise our
description of the full cost accounting method in future filings by making the
underlined addition to the sentence below:

“Under the rules of the Securities and Exchange Commission (“SEC”) for
the full cost method of accounting, the net carrying value of oil and natural
gas properties is limited to the sum of the present value (10% discount rate)
of the estimated future net cash flows from proved reserves (net of estimated future expenditures to be
incurred in developing and producing the proved reserves)  based on current
prices as of the balance sheet date, and excluding future cash outflows
associated with settling asset retirement obligations, plus the lower of cost
or estimated fair market value of unproved properties adjusted for related
income tax effects.”

7.               We will revise our
Revenue Recognition policy in future filings to read in its entirety:

“We recognize oil and natural gas revenues from our interests in
producing wells when title passes to the purchaser under the sales method of
accounting.”

For the Staff’s reference, we have historically had no natural gas
imbalances, which we believe excludes us from disclosing the sales or
entitlement method under EITF 90-22.
Based on this fact, we use neither method.

8.               We apologize for
the date error on the 906 Certifications.
We will re-file them currently with the correct date.

We acknowledge that it is
the policy of the Commission that:

·                  the
Company is responsible for the adequacy and accuracy of the disclosure in the
filing;

·                  staff
comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

·                  the
Company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United
States.

With respect to
our Form 10-KSB previously filed, we believe that an amendment encompassing
your suggestions would not materially change the reader’s assessment of our
company’s financial position.  We agree
that the filing is not perfect and that the 906 Certs should be re-dated,
executed and filed with the Commission.
However we

respectfully request that
our compliance with your other requests be dealt with on a prospective filing
basis going forward.

Thank you for your
time and consideration.    We look
forward to your guidance and response to our analysis.

  Sincerely,

  /s/ STERLING H. MCDONALD

  Sterling H. McDonald

  Chief Financial Officer and Treasurer

CORRESP
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Evolution
Petroleum Corporation letterhead

March 23, 2007

By Edgar

United States Securities and

Exchange Commission

Division of Corporation Finance

Washington, D.C.  20549

  Attn:

  Karl Hiller

  Don Delaney

  Re:

  Evolution Petroleum Corporation 10K-SB for year
  ended June 30, 2006, File No. 1-32942

Gentlemen:

We refer you to
your comment letter to Evolution Petroleum Corporation (the “Company”) dated
March 13, 2007, a copy of which we have received.  As we discussed on our phone conversation on
March 22, 2007 among the Company, Mr. Delaney and Ms. Mohammed of the SEC, and
the Company’s outside auditors and counsel, the Company is in the process of preparing
a response to your letter and expects to file its response on or before Friday,
March 30, 2007.  The reason for the delay
in the response was the need to  have
further discussions with the SEC to answer certain questions relating to the
letter, and also delays in the availability of the Company’s outside advisors
to assist in the response.  We appreciate
your understanding of these matters.
Should you have any questions, do not hesitate to contact the
undersigned at (713) 935-1022.

  Very truly yours,

  /s/ Sterling H. McDonald

  Sterling H. McDonald

  Chief Financial Officer

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

       DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
March 13, 2007

By US Mail and Facsimile

Mr. Sterling H. McDonald
Chief Financial Officer
Evolution Petroleum Corporation
820 Gessner, Suite 1340
Houston, TX  77024

Re: Evolution Petroleum Corporation
 Form 10-KSB for the fiscal year ended June 30, 2006
 Filed September 27, 2006
 File No. 1-32942

Dear Mr. McDonald:

We have limited our review of your filings to those issues we have addressed in
our comments.  Where indicated, we think you should revise your documents in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Sterling H. McDonald
Evolution Petroleum Corporation
March 13, 2007 Page 2
Form 10-KSB for the fiscal year ended June 30, 2006

General

1. Please correct your Commission File Numb er, indicated on the cover page to
reflect the correct file number, 001- 32942, and correct the spelling of your
company name.

2. Please include page numbe rs throughout your filing.

Management’s Discussion and Anal ysis or Plan of Operation

Critical Accounting Policies and Estimates

3. Revise your disclosures to address the material implicat ions of the uncertainties
that are associated with the methods, assumptions and estimates underlying your
critical accounting policies and estimate s.  Specifically, you should provide the
following:

(a)        An analysis of the uncertain ties involved in applyi ng the principle and the
variability that is reasonably like ly to result from its application.

(b)        An analysis of how you arrived at the measure and how accurate the
estimate or underlying assumptions have been in the past.

(c)        An analysis of your specifi c sensitivity to change, based on outcomes that
are reasonably likely to occur and have a material effect.

Please refer to FRC Section 501.14 for further guidance.

Financial Statements

Balance Sheets

4. We note that you classified common st ock totaling 351,333 shares subject to
demand registration rights separate from stockholders’ equity.  However, we were
unable to find a discussion of the co rresponding registration rights agreement.
Please add disclosure to address the speci fic details of this agreement, clearly
outlining its requirements and any related damages or penalties that may be or
have been incurred.  Also, please address the classifica tion criteria in EITF 00-19
that let you to believe mezzanine equity was the appropriate classification.

Mr. Sterling H. McDonald
Evolution Petroleum Corporation
March 13, 2007 Page 3
Statements of Changes in Stockholders’ Equity

5. During fiscal year 2006, we note that you r ecorded an exercise of warrants of
1,278,064 shares of common stock and recorded $1,278 of proceeds.  Please confirm that the exercise prices of these warrants were equivalent to the par value
of your common stock, if true.

Note 3 – Summary of Significant Accounting Policies

6. We note that you follow the full cost me thod of accounting for your investments
in oil and natural gas properties.  Please  revise your policy describing the limit of
the net carrying value of your oil and natural gas propertie s (i.e., “ceiling test”) to
clarify whether the reference to “cash fl ows from proved reserv es” is intended to
encompass both net revenues as well as future expenditures to be incurred in
developing and producing th e proved reserves.

7. We note your revenue recognition policy stating you recognize o il and natural gas
revenues from your interests in producing we lls at the time oil and natural gas is
sold.  Expand your disclosure to address all of the criteria required for revenue
recognition set forth in Section A.1 of SA B Topic 13.  It should also be clear
whether you are following the sales or entitlement methods outlined in EITF 90-
22.

Exhibit 32

8. Your officers’ certifications , pursuant to Section 906 of  the Sarbanes-Oxley Act
of 2002, relate to your annual report on Form 10-KSB for the year ended June 30,
2005.  Please amend your filing to include updated officers’ cert ifications that
correspond to your current year’s filing.

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.

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.

Mr. Sterling H. McDonald
Evolution Petroleum Corporation
March 13, 2007 Page 4

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

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

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

 You may contact Nasreen Mohammed at (202) 551-3773 or Don Delaney at (202)
551-3863 if you have questions regarding comm ents on the financial statements and
related matters.   Please contact me at (202) 551-3686 with any other questions.

        S i n c e r e l y ,

        K a r l  H i l l e r
        B r a n c h  C h i e f

<DOCUMENT>
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<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

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

         DIVISION OF
CORPORATION FINANCE
Mail Stop 7010

      July 5, 2005

Mr. Robert S. Herlin
President
Natural Gas Systems, Inc.
820 Gessner
Suite 1340
Houston, TX 77024

      Re:	Natural Gas Systems, Inc.
		Registration Statement on Form SB-2
      Filed June 6, 2005
		File No. 333-125564

Dear Mr. Herlin:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise 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 detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Selling Stockholders, page 35
1. Expand the table to include the natural persons with power to
vote
or to dispose of the securities offered for resale by the entities
that are listed as selling stockholders.  If more than one holder
is
listed as beneficial owner for the same securities, include
explanatory text or footnotes.  See Exchange Act Rule 13d-3; see
also
Instruction 8 to Item 403 of Regulation S-B.
2. Identify as underwriters all selling stockholders who are
registered broker-dealers.  Otherwise, confirm to us that all
securities being resold by registered broker-dealers constitute
compensation for investment banking services.  Identify as
underwriters all affiliates of registered broker-dealers that are
listed as selling stockholders unless you can confirm to us that
(1)
each purchased its securities in the ordinary course of business
and
(2) at the time of purchase, the stockholder had no agreements or
understandings, directly or indirectly, with any party to
distribute
the securities.

Plan of Distribution, page 40

3. We note that the selling shareholders may engage in short sales
of
your common stock.  Please see Corporation Finance Telephone
Interpretation A.65 in that regard.

Experts, page 45
4. We note that you identify the name of an expert in connection
with
the reserve estimates disclosed on page F-14.  Identify the expert
in
this section.  Also, file as an exhibit the consent of the expert,
as
required by Item 601(b)(23) of Regulation S-B.

Financial Statements
5. Please revise to comply with Item 310 of Regulation S-B.  Refer
to
items III C. and III F. at:
http://www.sec.gov/divisions/corpfin/guidance/cfactfaq.htm.  We
will
resume our review after you have filed a satisfactory amendment.
Please call us to discuss this comment before responding to this
letter.

Engineering Comments

Risk Factors, page 3

Crude oil and natural gas development, re-completion of wells from
one
reservoir to another reservoir, and restoring wells to production
are
speculative activities and involve numerous risks and substantial
and
uncertain costs, page 8
6. You state, "Although we may discuss in this prospectus drilling
prospects that we have identified or budgeted for, we may
ultimately
not lease or drill these prospects within the expected time frame,
or
at all."  Amend your document to disclose all unleased prospects,
if
any, which you have discussed herein.

Management`s discussion and analysis of financial condition and
results of operations, page 14

Significant properties, estimated proved crude oil and natural gas
reserves, and future net revenues, page 18

7. You state that you engaged W.D. Von Gonten & Associates to
perform
independent reviews of your proved developed reserves.  On page
25,
you state Von Gonten "audits our reserves".  On page F-14, your
disclosed proved reserves are captioned "Proved Developed and
Undeveloped Reserves Prepared by W.D. Von Gonten & Co. Petroleum
Engineers".  Tell us which of these three terms is applicable to
this
filing.  Amend your document to eliminate the inconsistency in
usage
of these three terms and to explain the meaning of the applicable
terms in the context of petroleum reserve estimation.

Proved Reserves, page 19

8. Your table contains the sum of three acquisitions` reserve
volumes
even though each had a different effective date and, thus,
different
proved reserve economics.  Amend your document to:  eliminate the
summation of proved reserves estimated at different dates;
disclose
each acquisition, its associated proved reserves, purchase price
and
other information that you consider pertinent; explain or change
the
$8.17/MCF gas price - the Henry Hub spot price for January 1, 2004
was
$5.79/MMBTU.

Business, page 21

Business Activities, page 22

9. You state the advantages of focusing on reservoirs that are
shallower, more complex and have lower permeability.  Please
balance
this in your risk factors by disclosing that:  shallow reservoirs
usually have lower pressure and, necessarily, lower hydrocarbons
in
place; complex reservoirs are more difficult to analyze and
exploit;
low permeability reservoirs require more wells for development and
such wells have low, even uneconomic, production rates.

Tullos Field Area, page 26

10. You state, "Our current production rate is approximately 65
barrels of crude oil per day..."  Please amend your document here
and
elsewhere to include the dates to which these production rates
apply.

Glossary of Terms, page 46

11. Your definition of "Standardized Measure" references "PV-10".
Please amend your document to include PV-10 in your glossary.

Supplemental Oil and Gas Disclosures (Unaudited), page F-14

12. You combine extensions, discoveries and revisions to your
proved
reserve estimates into one line item.  As prescribed by paragraph
11
of Financial Accounting Standard 69, please amend your document to
disclose revisions as a line item separate from extensions and
discoveries and to explain the 270 MMCFG negative revision to your
July 1, 2004 proved gas reserves.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment 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 cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our 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 all information required under the Securities Act of 1933
and
that they have provided all information investors require for an
informed investment decision.  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 the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
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
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in connection with our review of your
filing or
in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under 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.  We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Barry Stem, Senior Assistant Chief
Accountant,
at (202) 551-3763 if you have questions regarding comments on the
financial statements and related matters.  Direct questions
relating
to the engineering comments to Ronald Winfrey, Petroleum Engineer,
at
(202) 551-3704.  Please contact Carmen Moncada-Terry at (202) 551-
3687
or, in her absence, Timothy Levenberg at (202) 551-3707 with any
other
questions.

      					Sincerely,

      					H. Roger Schwall
      Assistant Director

cc: 	C. Moncada-Terry
	T. Levenberg
      B. Stem
      R. Winfrey

Mr. Robert S. Herlin
Natural Gas Systems, Inc.
July 5, 2005
Page 2

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<TEXT>

                            NATURAL GAS SYSTEMS, INC.
                                   Suite 1340
                                   820 Gessner
                              Houston, Texas 77024
                                 (713) 935-0122

                                 March 22, 2006

VIA ELECTRONIC TRANSMISSION
---------------------------

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549-0405

Re:   Natural Gas Systems, Inc.
      Registration Statements on Form SB-2
      Registration No. 333-125564
      ---------------------------

Ladies and Gentlemen:

On behalf of Natural Gas Systems, Inc., a Nevada corporation, the undersigned
hereby requests that the Securities and Exchange Commission issue an order
declaring the above-referenced Registration Statement effective at 10:30 a.m.,
Washington, D.C. time, on Wednesday, March 22, 2006, or as soon thereafter as is
practicable.

      Natural Gas Systems, Inc. hereby acknowledges that:

      1. Should the Commission or the staff, acting pursuant to delegated
authority, declare the Registration Statement effective, that act will not
foreclose the Commission from taking any action with respect to the filing;

      2. The action of the Commission or the staff, acting pursuant to delegated
authority, in declaring the Registration Statement effective does not relieve
Natural Gas Systems, Inc. from its full responsibility for the adequacy and
accuracy of the disclosures in the Registration Statement; and

      3. Natural Gas Systems, Inc. may not assert 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.

<PAGE>

Securities and Exchange Commission
March 22, 2006
Page 2 of 2

      The undersigned understands that this request for acceleration will be
considered a confirmation of its awareness of the undersigned's obligations
under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they
relate to the public offering effected pursuant to the Registration Statement.

                                Very truly yours,

                                /s/ Robert S. Herlin
                                ------------------------------------------------
                                Robert S. Herlin
                                President
                                Natural Gas Systems, Inc.

cc:   Carmen Moncada-Terry (by facsimile) (202) 772-9368
      Lawrence P. Schnapp

</TEXT>
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CORRESP
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      Corresp

    January
      23, 2006

    Mr.
      H.
      Roger Schwall

    Assistant
      Director

    Division
      of Corporate Finance

    United
      States Securities and Exchange Commission

    Mail
      Stop
      7010

    Washington,
      DC 20549

            RE:

              Natural
                Gas Systems, Inc.

    Registration
      Statement on Form SB-2

    Filed
      June 6, 2005 and amended October 19, 2005

    File
      No.
      333-125564

    Dear
      Mr.
      Schwall:

    On
      behalf
      of Natural Gas Systems, Inc., a Nevada corporation (the “Company”),
      we
      have enclosed for filing under the Securities Act of 1933 Amendment No. 2 to
      the
      Registration Statement on Form SB-2, Registration No. 333-125564 (the
“Registration
      Statement”),
      including the exhibits thereto, that was initially filed with the Securities
      and
      Exchange Commission (the “Commission”)
      on
      June 6, 2005, and amended by Amendment No. 1 thereto as filed with the
      Commission on October 19, 2005. We have supplementally also enclosed a copy
      of
      Amendment No. 2 that has been marked to show the changes that have been made
      to
      Amendment No. 1. Amendment No. 2 to the Registration Statement includes an
      amended prospectus (the “Prospectus”).

    By
      its
      letter dated November 18, 2005, the staff of the Commission (the “Staff”)
      provided the Company with comments on Amendment No.1. We have set forth below
      the responses of the Company to the Staff’s comments. The numbers of the
      responses set forth below correspond to the numbered comments in the November
      18
      letter from the Staff.:

    Comment
      1: Please provide justification for not naming Mr. James F. George as an
      underwriter.

    We
      have
      amended our document to remove James F. George as a selling
      stockholder.

    Comment
      2: Please expand your response to prior comment 5 regarding Item 310 of
      Regulation SB and accounting for the “reverse merger”.

              a.

              With
                respect to the financial statements we filed relating to the May,
                2004
                merger of Old NGS with a subsidiary of Reality Interactive, Inc.
                (the
                former name of our company), we have revised our note on page F-7,
                and
                deleted references to SAB 2:A.

    As
      to the
      appropriateness of our accounting for our transaction with Reality Interactive
      and the financial statements we filed with the SEC, please be advised that
      Reality Interactive represented that it had no operating assets from 1999
      through the time of the merger. Additional information regarding the parties,
      structure and shares exchanged follows:

        -1-

    On
      May
      26, 2004, Reality Acquisition Corp. (“Reality Sub”), a newly formed wholly owned
      subsidiary of Reality Interactive, Inc., a Nevada corporation ("Reality
      Interactive"), merged with and into Natural Gas Systems, Inc., a Delaware
      corporation ("Old NGS"). As a result of this merger (the "Merger"), Old NGS
      became a wholly owned subsidiary of Reality Interactive. The Merger occurred
      pursuant to an Agreement and Plan of Reorganization dated as of April 12, 2004
      (the "Merger Agreement") among Reality Interactive, Reality Sub, Global
      Marketing Associates, Inc., Dean H. Becker and Old NGS. On April 27, 2004,
      Reality Interactive filed a copy of the Merger Agreement with the Commission
      on
      a Report on Form 8-K/A.

    Reality
      Sub merged with and into Old NGS upon the terms and conditions set forth in
      the
      Merger Agreement and in accordance with the provisions of the Delaware General
      Corporation Law. It was the intention of the parties that the transaction
      qualify as a tax-free reorganization under Section 368(a)(2)(E) of the Internal
      Revenue Code of 1986, as amended. Old NGS was the surviving corporation and
      the
      separate existence of Reality Sub ceased when the Merger became effective.
      Each
      share of Old NGS Common Stock issued and outstanding immediately prior to the
      Merger was converted into one (1) share of Reality Interactive Common Stock.
      All
      such shares of Old NGS Common Stock that were outstanding were automatically
      canceled and ceased to exist. All 1,000 shares of the Common Stock of Reality
      Sub (representing all issued and outstanding shares) were converted into one
      (1)
      share of Common Stock of Old NGS, which is owned by Reality
      Interactive.

    Immediately
      prior to the Merger, Reality Interactive had 7,946,255 outstanding shares of
      common stock and no outstanding shares of preferred stock. Pursuant to the
      Merger, (i) 7,000,000 of the 7,010,000 shares of Reality Interactive common
      stock held by Dean H. Becker, Reality Interactive's President and Chief
      Executive Officer, were cancelled, and (ii) 21,750,001 shares of Reality
      Interactive common stock were issued to the stockholders of Old NGS in exchange
      for 100% of the outstanding shares of common stock of Old NGS. The share
      exchange ratio in the Merger was determined through arms'-length negotiations
      between Reality Interactive and Old NGS. Prior to the Merger, Mr. Becker owned
      approximately 88% of Reality Interactive's outstanding shares.

    Each
      outstanding option or warrant to purchase shares of Old NGS common stock,
      whether or not then exercisable, was converted into an option or a warrant
      to
      purchase an identical number of shares of Reality Interactive common stock
      at a
      price equal to the exercise price of the option or warrant in effect immediately
      prior to the Merger.

    As
      a
      result of the Merger, (i) 22,696,256 shares of Reality Interactive common stock
      were outstanding, 95.8% of which were owned by the former stockholders of Old
      NGS, (ii) control of Reality Interactive was assumed by the former stockholders
      of Old NGS, (iii) the executive officers of Old NGS became the executive
      officers of Reality Interactive, (iv) the Board of Directors of Old NGS became
      the Board of Directors of Reality Interactive and (v) Reality Interactive’s name
      was changed to Natural Gas Systems, Inc, a Nevada corporation.

        -2-

    Based
      on
      these facts and circumstances, especially those described in the immediately
      preceding paragraph above, we concluded that the merger transaction represented,
      in effect, a recapitalization of Old NGS. Accordingly, we accounted for the
      transaction as a “reverse merger”, wherein Old NGS was treated as the accounting
      acquiror and filed financial statements with the SEC reflecting the historical
      financial condition and operating results of Old NGS. No goodwill arose from
      the
      transaction and all transaction costs were expensed as incurred.

    In
      accordance with Rule 310 (c) of Regulation S-B we provided on Form 8-K/A the
      following financial information:

                i.

                Audited
                  revenue and direct operating expenses for an 18 month period, consisting
                  of the nine months ended December 31, 2002 and the nine months
                  ended
                  September, 2003 (date of the acquisition). Revenue and direct operating
                  expense statements accorded purchasers of “oil and gas businesses” were
                  presented in accordance with additional guidance provided by the
                  Division
                  of Corporate Finance at Item IIIC - Financial Statements for Acquired
                  Oil
                  and Gas Producing Properties, since full financial statements were
                  not
                  available or reasonably attainable from the seller.

                ii.

                Audited
                  financial statements of Old NGS from September 23, 2003 (inception),
                  through its old fiscal year ended December 31, 2003.

              b.

              With
                respect to our acquisitions of two groups of producing leasehold
                interests
                in the Tullos Field Area in September 2004 from Atkins Production,
                and
                February 2005 from Chadco, we followed Regulation S-B 310 c., Financial
                Statements of Businesses Acquired or to be Acquired, as follows,
                to
                ascertain whether financial information for these properties was
                required
                to be filed on Form 8-K in accordance with Rule 310 of Regulation
                S-B:

              i.

              For
                the tests at 310-2. i & ii:

                1.

                Our
                  assets at June 30, 2004 were
                  $4,011,065.

                2.

                Our
                  investments in and the total assets we acquired in the Tullos Field
                  Area
                  acquisition from Atkins in September 2004 was $705,790, or 17.6%
                  of our
                  total assets at June 30, 2004 (or 16.3% after additional adjustments
                  to
                  the purchase price described in #4
                  below).

              3.

              Our
                investments in and the total assets we acquired in the Tullos Field
                Area
                acquisition from Chadco in February 2005 was $798,907, or 19.9% of
                our
                total assets at June 30, 2004 (or 16% after additional adjustments
                to the
                purchase price described in #4
                below).

                4.

                Pursuant
                  to the terms of the purchase agreements regarding the property
                  acquisitions described in #2 and 3 above, we are the beneficiary
                  of
                  certain contractual downward adjustments to the purchase prices
                  resulting
                  from proceeds to be received from the State of Louisiana concerning
                  eminent domain proceedings on wellbores located within a state
                  highway
                  expansion. The expected adjustments
                  are:

        -3-

              a.

              A
                $52,667.67* downward adjustment to the Atkins acquisition of September
                of
                2004, or 1.3% of our assets at June 30,
                2004.

                b.

                A
                  $158,000** downward adjustment to the Chadco acquisition of February
                  2005,
                  or 3.9% of our assets at June 30,
                  2004.

              c.

              To
                date, we have received notice from legal counsel that one of the
                Chadco
                well proceedings has been finalized in the amount of $39,500 to our
                interest or .98% of our assets at June 30, 2004, although we have
                not
                received the proceeds as of the date of this
                letter.

    *
      (1/3 of
      2 wells @ $79,000 each)

    **
      (½ of
      4 wells @ $79,000 each)

              ii.

              For
                the test at 310-2.iii:

                1.

                Our
                  loss for the period from September 23, 2003 (inception) to June
                  30, 2004
                  was $1,364,587.

              2.

              Revenue
                and direct operating expenses, including a $36,000 allocation for
                field
                supervision, for the twelve months ended June 30, 2004 for our Tullos
                Field Area acquisition from Atkins in September 2004, was $161,000,
                or
                11.8% of our loss for the period from September 23, 2003 (inception)
                through our year ended June 30,
                2004.

                3.

                By
                  analogy, revenue and direct operating expenses, including field
                  supervision, for the twelve months ended June 30, 2004 for our
                  Tullos
                  Field Area acquisition from Chadco in February 2005 was $186,277,
                  or 13.7%
                  of our loss for the period from September 23, 2003 (inception)
                  through our
                  year end June 30, 2004.

              iii.

              Since
                none of the tests exceeded 20% individually, or 40% in the aggregate,
                no
                financial statements of the acquirees were required to be filed with
                the
                SEC on Form 8-K in accordance with Rule 310 (c) of Regulation
                S-B.

              c.

              With
                respect to Securities Exchange Act of 1934reporting requirements,
                we have
                filed:

                i.

                Financial
                  statements in compliance with Rule 310(a) for the twelve months
                  ended June
                  30, 2005, the six months ended June 30, 2004 and the period from
                  September
                  23, 2003 (inception) to December 31, 2004, reflecting the financial
                  results of Old NGS.

              ii.

              Financial
                statements in compliance with Rule 310(b) for the three months ended
                March
                31, September 30 and December 31, 2004 and for the three months ended
                March 31 and September 30, 2005, reflecting the financial results
                of Old
                NGS.

        -4-

              d.

              With
                respect to Securities Act of 1933 reporting requirements for Amendment
                No.2 to the Registration Statement we are filing on Form SB-2, we
                are
                providing the following financial
                statements:

                i.

                The
                  financial statements provided in accordance with Rule 310(a) above,
                  representing 21 months of audit coverage since inception of the
                  oil and
                  gas operations of Old NGS,

              ii.

              The
                audited revenue and direct operating expense statements we filed
                under
                310(c),

    The
      Staff
      has concluded that the audited statements of revenue and direct operating
      expenses do not fulfill the requirements for reporting in a ’33 Act filing under
      310 (a), due to a “predecessor entity” issue. Based on this conclusion, we have
      reviewed the missing three months of full audit coverage needed for 24 month
      audit coverage suggested by the Staff, and believe it is not meaningful to
      an
      investor’s understanding of our operations, especially given the dilapidated
      condition of the field upon our acquisition as evidenced by the audited
      statement of revenues and direct operating expenses of the Delhi Field acquired
      on September 23, 2003, included in our Form SB-2. In that report, oil and gas
      sales for the period from January 1, 2003 to September 30, 2003 were $148,506,
      resulting in net revenue after direct operating expenses of $6,652. For the
      preceding nine month period ended December 31, 2002, oil and gas sales were
      $64,491, resulting in

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

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

         DIVISION OF
CORPORATION FINANCE
Mail Stop 7010

      November 18, 2005

Mr. Robert S. Herlin
President
Natural Gas Systems, Inc.
820 Gessner
Suite 1340
Houston, TX 77024

      Re:	Natural Gas Systems, Inc.
		Registration Statement on Form SB-2
      Filed June 6, 2005 and amended October 19, 2005
		File No. 333-125564

Dear Mr. Herlin:

      We have reviewed your amended filing and response letter
dated
October 19, 2005 and have the following comments.  Where
indicated, we
think you should revise 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
detailed as necessary in your explanation.  In some of our
comments,
we may ask you to provide us with information so we may better
understand your disclosure.  After reviewing this information, we
may
raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Selling Stockholders, page 33

1. We acknowledge your response to comment 2.  We note, however,
that
you do not appear to provide an adequate justification for not
identifying Mr. James F. George as an underwriter.  Selling
stockholders who are registered broker-dealers should be
identified as
underwriters unless they received the securities that are being
registered for resale as compensation for investment banking
services.
Revise your registration statement accordingly.

Financial Statements

2. Please expand your response to prior comment 5 to detail the
financial statements you have filed relating to the May, 2004
merger
of Old NGS with a subsidiary of Reality Interactive, Inc. (the
former
name of your company) and subsequent producing oil and gas
property
acquisitions.  Explain why you believe these financial statements
satisfy the requirements of Item 310 of Regulation S-B.  Without
limitation, your response should support the assertion on page F-7
that the accounting you applied to the "reverse merger" was
appropriate.  Identify the date, terms and parties to the reverse
merger in your note disclosure. Remove the inappropriate reference
to
SAB 2:A.  Note that certain portions of SAB 2:A were deleted in
connection with the issuance of SAB 103.

3. Refer to the disclosure you have added on page 8 regarding the
significant penalties under the terms of the private placement
arrangement.  Note that the shares related to such arrangements
should
be reflected as temporary equity.  Any liability that is recorded
for
penalties must meet the conditions for accrual under SFAS 5.  In
addition, note that penalties are not considered to be offering
costs
under SAB 5:A and should be expensed as incurred.  Please call us
to
discuss this comment before responding to this letter.

4. Provide all disclosures called for by Rule 4-10(c)(7) of
Regulation
S-X.

5. Update your financial statements as called for by Item 310(g)
of
Regulation S-B. In addition, please update the consents from your
independent registered accountants and independent petroleum
engineers.

Engineering Comments

6. Please note that the page numbers herein refer to blackline
copy of
document.

Management`s Discussion and Analysis..., page 12

Results of Operations, page 13

7. We note your statement, "The properties purchased in the Tullos
Field Area were transferred without the normally available well
plats,
geological maps and well histories.  Consequently, our development
plan for Tullos Field has been delayed while we reproduce or
locate
much of this information necessary to more efficiently produce the
wells, collect and dispose of water and identify precise disposal
needs and workover opportunities."  Explain to us how you and your
independent petroleum engineer were able to estimate your
disclosed
proved reserves without this essential information, particularly
with
regard to those properties that are non-producing.  You may
include
technical information to illustrate your methodologies.

Production, Average Sales Prices and Average Production Costs,
page 17

8. Please amend your document to disclose your historical product
prices before and after any hedging effects and your historical
production costs.

Productive Gross and Net Wells, page 18

9. You have disclosed 256 net wells as productive or capable of
producing.  "Capable of producing" describes only those wells that
are
shut-in while awaiting sales connections and require no remedial
work.
We understand that existing boreholes, even those incapable of
commercial production, are useful for future development plans.
Please amend your document to disclose also the number of wells
that
were producing at period-end.

Supplemental Oil and Gas Disclosures (unaudited), page F-14

Proved Developed and Undeveloped Reserves..., page F-15

10. We note your negative proved reserve revisions in fiscal 2004.
Furnish to us a detailed explanation of the change in conditions
that
led to these negative revisions, including but not limited to the
Delhi 208-1 well.  Amend your document to eliminate the disclosure
of
probable reserves here.

11. Please give us a technical narrative to support your "addition
of
eight proved undeveloped reserve locations (PUDs)" in fiscal 2005.
Include the pertinent information concerning the production
history of
the well(s) to which these locations are adjacent.  Amend your
document to identify the "outside geologist" you retained for this
study and include his/her consent.

12. Furnish to us the reserve report that was the basis for your
6-30-
05 disclosed proved reserves.  You may contact us for assistance
in
this or any other matter.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment 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 cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our 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 all information required under the Securities Act of 1933
and
that they have provided all information investors require for an
informed investment decision.  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 the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
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
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in connection with our review of your
filing or
in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under 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.  We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Barry Stem, Senior Assistant Chief
Accountant,
at (202) 551-3763 if you have questions regarding comments on the
financial statements and related matters.  Direct questions
relating
to the engineering comments to Ronald Winfrey, Petroleum Engineer,
at
(202) 551-3704.  Please contact Carmen Moncada-Terry at (202) 551-
3687
or, in her absence, Timothy Levenberg at (202) 551-3707 with any
other
questions.

      					Sincerely,

      					H. Roger Schwall
      Assistant Director

cc: 	C. Moncada-Terry
	T. Levenberg
      B. Stem
      R. Winfrey

Mr. Robert S. Herlin
Natural Gas Systems, Inc.
November 18, 2005
Page 2

</TEXT>
</DOCUMENT>