
| 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 | ||