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