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

                               FORM 10-K/A
                    (Amendment No. 1 to Form 10-K)

[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the fiscal year ended    December 31, 2010
                          ___________________________________________________
                                     or

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from ___________________to_________________________

Commission file number       001-16653
                         ____________________________________________________
                      EMPIRE PETROLEUM CORPORATION
                      ____________________________
        (Exact name of registrant as specified in its charter)

           Delaware                                        73-1238709
__________________________________          _________________________________
 State or other jurisdiction of                   (I.R.S. Employer
 incorporation or organization                    Identification No.)

4444 E. 66th Street, Lower Annex, Tulsa, OK                        74316-4207
--------------------------------------------------------------------------------

(Address of principal executive offices)                            (Zip Code)

Registrant's telephone number, including area code (918) 488-8068
                                                   __________________________
Securities registered pursuant to Section 12(b) of the Act:


        Title of each class                       Name of each exchange on which
                                                       Registered

               NONE                                        N/A
__________________________________          _________________________________

Securities registered pursuant to 12(g) of the Act:

Common Stock, $0.001 par value
--------------------------------------------------------------------------------

                              (Title of class)
--------------------------------------------------------------------------------

                              (Title of class)

Indicate  by  check  mark  if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.

                                                              [] Yes   [X] No
Indicate  by  check  mark  if  the  registrant  is  not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.

                                                              [] Yes   [X] No
                                       -1-
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months  (or  for such shorter period that the registrant was
required  to  file  such  reports),  and  (2)  has  been  subject to such filing
requirements for the past 90 days. [X] Yes [] No

Indicate  by  check mark whether the registrant has submitted electronically and
posted on its corporate Website, if any, every Interactive Data File required to
be  submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405
of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).

                                                           [ ] Yes   [] No

Indicate  by  check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, indefinitive proxy
or  information  statements  incorporated  by reference in Part III of this Form
10-K or any amendment to this Form 10-K.

                                                                     [X]

Indicate  by  check mark whether the registrant is a large accelerated filer, an
accelerated  filer, a non-accelerated filer, or a smaller reporting company. See
the  definitions  of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

     Large accelerated filer []               Accelerated filer []

     Non-accelerated filer []                   Smaller reporting company [X]
      (Do not check if a smaller reporting company)

Indicate  by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act). [] Yes [X] No

The  aggregate  market  value of the voting and non-voting common equity held by
non-affiliates,  based upon the average bid and asked prices of the registrant's
Common  Stock  on  the  last  business  day  of  the  registrant's most recently
completed second fiscal quarter was $9,606,836.

The  number  of shares outstanding of the registrant's Common Stock, as of March
23, 2011, was 83,129,235.

                                       -2-
                        EMPIRE PETROLEUM CORPORATION

                                   FORM 10-K

                               TABLE OF CONTENTS

ITEM NUMBER AND CAPTION                                          PAGE NUMBER

PART I

Item 1.     Business                                                  4-7

Item 2.     Properties                                                7-8

PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder

            Matters and Issuer Purchases of Equity Securities         8-9

Item 9A     Controls and Procedures                                  9-10

PART IV

Item 15.    Exhibits, Financial Statement Schedules                 10-12

            Signatures                                                 12

                           Explanatory Note

This  Form  10-K/A is being filed by Empire Petroleum Company (the "Company") as
Amendment  No.  1 (this "Form 10-K/A") to its Annual Report on Form 10-K for the
fiscal  year  ended  December 31, 2011 (the "Previous Form 10-K"). This Form 10-
K/A  amends  and  restates  Item  1,  Item 2, Item 5, Item 9A and Item 15 of the
Previous  Form  10-K  in  their  entirety. No other information contained in the
Previous  Form  10-K  is  being amended. Accordingly, this Form 10-K/A should be
read  in  conjunction with the Previous Form 10-K and the Company's filings made
with  the  Securities  and  Exchange  Commission subsequent to the filing of the
Previous  Form  10-K,  including any amendments to those filings. The purpose of
filing  this  Form  10-K/A is to (a) provide all information required by Subpart
1200  of  Regulation  S-K,  (b)  revise the disclosure in the Previous Form 10-K
relating  to  the  market  for  the  common stock of the Company, (c) revise the
Company's disclosure relating to its internal controls over financial reporting,
(d)  remove  certain  statements regarding the potential for oil recovery in the
South  Okie Prospect, (e) add a material contract as an exhibit, and (f) file as
exhibits  certain  items  that  were  not  correctly  filed as exhibits with the
Previous Form 10-K.

                                      -3-
PART I

ITEM 1. BUSINESS.

Background

Empire  Petroleum  Corporation,  a  Delaware  corporation  (the  "Company"), was
incorporated  in the State of Utah in August 1983 under the name Chambers Energy
Corporation  and domesticated in Delaware in March 1985 under the name Americomm
Corporation.  The  Company's name was changed to Americomm Resources Corporation
in  July  1995. On May 29, 2001, Americomm Resources Corporation acquired Empire
Petroleum  Corporation,  which  became  a  wholly  owned subsidiary of Americomm
Resources  Corporation.  On August 15, 2001, Americomm Resources Corporation and
Empire Petroleum Corporation merged and the Company's name was changed to Empire
Petroleum  Corporation. The Company operates from leased office space at 4444 E.
66th  Street,  Lower  Annex,  Tulsa, OK 74136-42017, and its telephone number is
(918) 488-8068.

During  the  past  three fiscal years, the Company has focused on developing the
Gabbs Valley and South Okie Prospects as further described below.

Gabbs Valley Prospect

The  Company  owns  a  working interest in oil and gas leases in Nye and Mineral
Counties, Nevada (the "Gabbs Valley Prospect"). Initially, the Company's working
interest was 10% and the Gabbs Valley Prospect consisted of 44,604 acres.

As  of  December  31,  2005, there had been no wells drilled on the Gabbs Valley
Prospect.  However,  in  November  2005,  the  Company received the results of a
19-mile 2-D swath seismograph survey conducted on the prospect and, based on the
results  of the survey, the Company and its partners determined that a test well
should  be  drilled  on  the  prospect. The Company also elected to increase its
interest  in  the  prospect  by  taking  a  farm-in  from Cortez Exploration LLC
(formerly  O.  F. Duffield). Empire agreed to pay Cortez $675,000 in lease costs
plus  45%  of  the  costs associated with the drilling of a test well to earn an
additional  30%  working interest which made its total working interest 40%. The
lease  block of 44,604 acres was increased to 75,521 acres by the acquisition of
an  additional  30,917 acres from the Department of the Interior (Bureau of Land
Management)  in  June  2006.  The  block  was reduced to 75,201 acres due to the
expiration  of  one  320  acre  lease during 2007. In 2008 and 2009, the Company
acquired leases on 17,624 additional acres through federal lease sales.

A  28,783  acre  federal  drilling unit on the Gabbs Valley Prospect, the Cobble
Cuesta  Unit,  was  approved  by  the  Bureau of Land Management and expanded to
44,964  acres  on April 28, 2006. In 2006, a test well, the Empire Cobble Cuesta
1-12-12N-34E,  Nye County, Nevada was drilled to a depth of 5,195 feet. The well
encountered  a  volcanic  formation  at  1,760 feet and scattered oil shows from
2,000 feet to total depth.

After  reaching  5,195  feet,  the  Company  and its partners elected to suspend
operations  on  the well, release the drilling rig, and associated equipment and
personnel  to  evaluate  the  drilling  and  logging  data.  After the study was
completed, Empire and its partners decided to conduct a thorough testing program
on the well. The Company re-entered the well on April 17, 2007 and

                                   -4-
conducted a series of drill stem tests and recovered only drilling
mud.  It was then determined after considerable study that the formation
is likely very sensitive to mud and water used in drilling which may have
caused clays in the formation to swell preventing any oil that might be
present to flow into the wellbore.  During 2007, the Company increased its
interest in the prospect leases to 57% when one of the joint participants
elected to surrender its 30% share of the prospect.  The Company and its joint
owners assumed liabilities of approximately $68,000 to acquire this interest.

Other than a 5,000 barrel-per-day refinery located approximately 200
miles from the Gabbs Valley Prospect, there are no pipelines or service
networks located near the prospect.  A small refinery located about 115 miles
from the prospect has now shut down.

In  2008,  the  Company  and  its  partners engaged W. L. Gore and Associates to
carryout  an  Amplified  Geochemical  Imaging Survey which covered approximately
sixteen  square  miles.  The survey was concentrated along the apex of the large
Cobble Cuesta structure which included the areas around the Empire Cobble Cuesta
1-12  exploratory  test  and  the other test well drilled in the immediate area.
Both  of  these tests encountered oil shows and the geochemical survey indicated
potential hydrocarbons beyond the two well bores.

During  2010,  the  Company  had a new Federal Drilling Unit named the "Paradise
Unit" formed and approved by the Bureau of Land Management ("BLM"). The Paradise
Unit  consisted  of  40,073.39  acres.  This  unit  was  formed according to the
Company's  plans  to drill a second test well on the prospect to be known as the
Empire  Paradise  Unit  2-12.  This  test well was to be drilled pursuant to the
terms  of  the  Paradise  Unit  to  6,000  feet,  or  500 feet into the Triassic
formation  or  into  a  zone  that establishes commercial production at a lesser
depth.  Drilling  operations were commenced July 19, 2010 and ceased on November
5, 2010. During the drilling phase the Company had several zones where oil shows
were  observed.  During its test from 3,698' to 3,786' a small amount of oil was
recovered.  Drilling  continued to 4,248', encountering additional oil shows and
the  decision  was made to set 7" production casing to 4,225'. A further attempt
to deepen the hole failed when a heavy water flow was encountered at 4,248'. One
further  test  through  the  pipe  at 4,140' to 4,167' tested water. It was then
decided  to  test the area between 3,700' to 3,782'. Oil was recovered from this
interval and was swabbed at the rate of three (3) to five (5) barrels of oil per
day.  The  recovered oil contained a significant amount of paraffin, which could
have  restricted  the oil production. The Company then made the decision to plug
the  well,  considering  it  to  be non-commercial. One of the parties which had
farmed out their interest to Empire for drilling the 2-12 test well asked for an
assignment  of  the  lease  on which the well was drilled. Empire agreed to this
subject  to such party's assumption of the plugging liabilities of both the 1-12
and  2-12  wells,  plus  the  reclaiming  and  seeding of the two well sites and
replacing  Empire's $25,000 drilling bond. The acquiring party is planning to do
additional  testing  of  the  well and is expected to commence the operations in
2011.  The  Company  is  offering the well data it has obtained to encourage the
further  testing.  Although  the  Company is not optimistic that further testing
will  improve  this  well,  it  is  encouraged  in  that  it has proven there is
producible  oil  in  the very large Cobble Cuesta Structure which is located 150
miles from the nearest oil production. Because of this the Company is conducting
additional geological studies with the expectation it will likely participate in
the  drilling  of another test on the prospect. The Company's leasehold has been
reduced  from  92,825  acres  to  48,541  acres  due  to  lease expirations. The
Company's ownership is now 50%.

                                   -5-
South Okie Prospect

On  August  4,  2009,  the  Company  purchased, for $25,000 and payment of lease
rentals  of  $4,680,  a nine month option to purchase 2,630 net acres of oil and
gas leases known as the South Okie Prospect in Natrona County, Wyoming.

The  option allowed the Company to purchase the leasehold interests for $35,000.
The Tensleep Sand at depths from 3,300 feet to 4,500 feet is the primary target.
As  of  December  31,  2009,  the  Company acquired 11 miles of seismic data and
studies  of  this  data  were  completed  in  early  January 2010. An additional
geological  study was also completed early January 2010. Based on these studies,
the Company exercised its option in 2010. The Company plans to drill or cause to
be drilled a test well in 2011.

Competition

The oil and gas business is extremely competitive. The Company must compete with
many  long-established  companies with greater financial resources and technical
capabilities.  The  Company  is not a significant participant in the oil and gas
industry.

Markets; Price Volatility

The market price of oil and gas is volatile, subject to speculative movement and
depends  upon  numerous  factors  beyond  the  control of the Company, including
expectations  regarding  inflation,  global  and  regional demand, political and
economic  conditions  and  production  costs. Future profitability, if any, will
depend  substantially  upon the prevailing prices for oil and gas. If the market
price  for oil and gas is significantly depressed in the future, it could have a
material  adverse  effect  on  the Company's ability to raise additional capital
necessary  to  finance operations and to explore the Gabbs Valley and South Okie
Prospects.  Lower  oil and gas prices may also reduce the amount of oil and gas,
if  any,  that can be produced economically from the Company's properties. While
the prices of oil and gas remain volatile, the oil and gas industry has recently
experienced  historically  high  prices for oil and gas. The Company anticipates
that the prices of oil and gas will fluctuate somewhat in the near future.

Regulation

The  oil  and gas industry is subject to extensive federal, state and local laws
and   regulations   governing   the   production,  transportation  and  sale  of
hydrocarbons as well as the taxation of income resulting therefrom.

Legislation  affecting the oil and gas industry is constantly changing. Numerous
federal  and  state  departments  and agencies have issued rules and regulations
applicable  to the oil and gas industry. In general, these rules and regulations
regulate,  among  other  things,  the extent to which acreage may be acquired or
relinquished;  spacing  of  wells; measures required for preventing waste of oil
and  gas  resources;  and,  in  some  cases,  rates of production. The heavy and
increasing regulatory burdens on the oil and gas industry increase the Company's
cost of doing business and, consequently, affect profitability.

A substantial portion of the leases, which constitute the South Okie

                                       -6-
and Gabbs Valley Prospects are granted by the federal government and
administered by the Bureau of Land Management ("BLM") and the Minerals
Management Service ("MMS") of the U.S. Department of the Interior, both of which
are  federal  agencies.  Such  leases  are  issued  through competitive bidding,
contain  relatively  standardized terms and require compliance with detailed BLM
and  MMS  regulations and orders (which are subject to change by the BLM and the
MMS).  Leases  are  also  accompanied  by  stipulations imposing restrictions on
surface use and operations. Operations to be conducted by the Company on federal
oil  and gas leases must comply with numerous regulatory restrictions, including
various  nondiscrimination  statutes.  Federal  leases  also generally require a
complete   archaeology   and   environmental  impact  assessment  prior  to  the
authorization of an exploration or development plan.

The Company's oil and gas properties and operations are also subject to numerous
federal,  state  and  local  laws  and  regulations  relating  to  environmental
protection.  These  laws  govern,  among  other things, the amounts and types of
substances and materials that may be released into the environment, the issuance
of  permits  in connection with exploration, drilling and production activities,
the  reclamation and abandonment of wells and facility sites and the remediation
of  contaminated  sites.  These  laws  and  regulations  may  impose substantial
liabilities  if the Company fails to comply or if any contamination results from
the Company's operations.

Employees

As  of  December  31, 2010, the Company had one employee, a full-time secretary.
Mr.  Albert  E.  Whitehead,  Chairman  and  Chief  Executive  Officer, devotes a
considerable  amount  of  time  to  the  affairs  of the Company and receives no
compensation.  For  financial  statement purposes, Mr. Whitehead's services have
been  recorded  as  contributed capital and expense in the amount of $50,000 for
the years ended December 31, 2010 and 2009.

ITEM 2.       PROPERTIES.

Gabbs Valley Prospect

As  of  December  31, 2010, the Gabbs Valley Prospect consisted of approximately
48,541  acres  of federal leases located in Nye and Mineral Counties, Nevada, of
which the Company owns a 50% working interest.

As of December 31, 2010, two wells, the Empire Cobble Cuesta 1-12 and the Empire
Paradise  2-12, had been drilled and tested on this prospect, but the wells were
not  completed.  For  more  information regarding the Gabbs Valley Prospect, see
"Gabbs Valley Prospect" under Item 1. Business.


                  COMPANY UNDEVELOPED ACREAGE (LEASES)
               GABBS VALLEY PROSPECT, NYE COUNTY, NEVADA
                        AS OF DECEMBER 31, 2010

Federal  Undeveloped Acreage   Productive Acreage    Effective   Remaining
Lease       Gross      Net        Gross     Net         Date       Term
Number      Acres     Acres       Acres    Acres                  (Years)
______  ________    ________    ________  _________  _________   _________
N-82180 1,274.33      637.17           -          -   9-1-2006       6
N-82181 2,560.00    1,280.00           -          -   9-1-2006       6
N-82182 2,560.00    1,280.00           -          -   9-1-2006       6
N-82183 1,598.47      799.24           -          -   9-1-2006       6
N-82184   680.00      340.00           -          -   9-1-2006       6

                                       -7-
N-82185 1,927.00      963.50           -          -   9-1-2006       6
N-82186 2,355.00    1,177.50           -          -   9-1-2006       6
N-82187   760.00      380.00           -          -   9-1-2006       6
N-82188 1,916.92      958.46           -          -   9-1-2006       6
N-82189 2,476.04    1,238.02           -          -   9-1-2006       6
N-82190   640.00      320.00           -          -   9-1-2006       6
N-82191 1,119.60      559.80           -          -   9-1-2006       6
N-82192 1,280.00      640.00           -          -   9-1-2006       6
N-82446 2,000.00    1,000.00           -          -  10-1-2006       6
N-82194   730.00      365.00           -          -   9-1-2006       6
N-82195 2,560.00    1,280.00           -          -   9-1-2006       6
N-82196 2,560.00    1,280.00           -          -   9-1-2006       6
N-82197 1,920.00      960.00           -          -   9-1-2006       6
N-85867 2,538.67    1,269.34           -          -  11-1-2008       8
N-85871 2,544.24    1,272.12           -          -  11-1-2008       8
N-85873 2,400.00    1,200.00           -          -  11-1-2008       8
N-85876 2,461.00    1,230.50           -          -  11-1-2008       8
N-86998 2,560.00    1,280.00           -          -  11-1-2009       9
N-86999 2,560.00    1,280.00           -          -  11-1-2009       9
N-87000 2,560.00    1,280.00           -          -  11-1-2009       9
       _________   _________
TOTALS 48,541.27   24,270.64

All leases listed above are located in Township 12 & 13 North, Range 35 & 36
East, Nye County, Nevada.

                  COMPANY UNDEVELOPED ACREAGE (LEASES)
               OKIE DRAW PROSPECT, NATRONA COUNTY, WYOMING
                        AS OF DECEMBER 31, 2010

Federal   Undeveloped   Acreage    Productive Acreage    Effective   Remaining
Lease         Gross       Net         Gross     Net         Date       Term
Number        Acres      Acres        Acres    Acres                  (Years)
______      ________    ________    ________  _________  _________   _________
WYW-0323746   240.00       30.00          -          -   11-1-1972      HBP
WYW-036587    320.00       40.00          -          -   11-1-1972      HBP
WYW-036587     40.00       40.00          -          -   11-1-1972      HBP
WYW-153586  1,800.00      599.94          -          -    9-1-2001       1
WYW-174467    720.00      239.98          -          -   10-1-2007       7
            ________    ________
TOTALS      3,120.00      841.02


PART II

ITEM 5.       MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
              MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

The Company's Common Stock is traded on the OTCQB under the symbol "EMPR".

The  following  table  sets  forth  the  high  and  low  bid information for the
Company's common stock during the time periods indicated, as reported

by NASDAQ.

Year ending December 31, 2009:


                                       -8-
     Quarter                 High           Low
     03/31/09                .075           .01
     06/30/09                .095           .03
     09/30/09                .05            .02
     12/31/09                .10            .03

Year ending December 31, 2010:

     Quarter                 High           Low
     03/31/10                .25            .065
     06/30/10                .19            .05
     09/30/10                .245           .01
     12/31/10                .21            .03

Quotations reflect inter-dealer prices, without retail mark-up, markdown or
commission and may not represent actual transactions.

Number of Holders of Common Stock

At December 31, 2010, there were approximately 202 stockholders of record of the
Company's Common Stock.

Dividends

The  Company  has  never  paid  cash  dividends on its Common Stock. The Company
intends  to  retain future earnings for use in its business and, therefore, does
not  anticipate  paying  cash  dividends  on its Common Stock in the foreseeable
future.

Recent Sales of Unregistered Securities

On  or  about February 24, 2011, the Company settled an outstanding invoice of a
third  party  service provider in the net amount of $54,900 by paying $25,000 in
cash and issuing 60,000 shares of Common Stock.

The  offer  and  sale  related to the shares described above were not registered
under  the  Securities  Act  of 1933, as amended, in reliance upon the exemption
from  the registration requirements of that act provided by Section 4(2) thereof
and  Regulation  D  promulgated  by  the SEC thereunder. The third party service
provider is a sophisticated investor with the experience and expertise necessary
to evaluate the merits and risks of an investment in the Company's stock and the
financial means to bear the risks of such an investment.

ITEM 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

As  of  the end of the period covered by this report, the Company carried out an
evaluation  under  the supervision of the Company's Chief Executive Officer (and
principal financial officer) of the effectiveness of the design and operation of
the Company's disclosure controls and procedures pursuant to Securities Exchange
Act  Rules  13a - 15(e) and 15d - 15(e). Based on this evaluation, the Company's
Chief Executive Officer (and principal financial officer) has concluded that the
disclosure  controls  and procedures as of the end of the period covered by this
report are effective.

Management's Annual Report on Internal Control Over Financial Reporting

                                       -9-
The  Company's  Chief  Executive  Officer  (and  principal financial officer) is
responsible  for  establishing  and  maintaining  adequate internal control over
financial  reporting  as  defined  in  Rules  13a-15(f)  and 15d-15(f) under the
Securities  Exchange  Act  of  1934, as amended. The Company's internal controls
were  designed  to  provide  reasonable  assurance  as to the reliability of the
Company's  financial  reporting  and the preparation of the financial statements
for   external   purposes  in  accordance  with  generally  accepted  accounting
principles in the United States.

Due  to  inherent limitations, internal control over financial reporting may not
prevent  or detect misstatements. Also, projections of any evaluation of control
effectiveness  to  future  periods are subject to the risk that the controls may
become  inadequate  because  of  changes  in  conditions  or  that the degree of
compliance with the policies or procedures may deteriorate.

The  Company's Chief Executive Officer (and principal financial officer) made an
assessment of the effectiveness of the Company's internal control over financial
reporting  as  of  December  31,  2010. In making this assessment, the Company's
Chief  Executive  Officer  (and  principal  financial officer) used the criteria
established in Internal Control- Integrated Framework issued by the Committee of
Sponsoring  Organizations  of  the  Treadway  Commission  (COSO).  Based on this
assessment,  the  Company's  Chief  Executive  Officer  (and principal financial
officer)  concluded that as of December 31, 2010, the Company's internal control
over financial reporting is effective based on those criteria.

This  annual  report  does  not  include  an attestation report of the Company's
independent  registered  public  accounting firm regarding internal control over
financial  reporting.  Management's report was not subject to attestation by the
Company's  independent  registered  public accounting firm pursuant to temporary
rules of the SEC, which only require management's report in this annual report.

Changes on Internal Control over Financial Reporting

There  was  no change in the Company's internal control over financial reporting
identified  in  connection  with the Company's evaluation of disclosure controls
and  procedures,  which  occurred  during the Company's last fiscal quarter (the
fourth  fiscal  quarter  in  the  case  of an annual report) that has materially
affected  or  that  is  reasonably  likely  to  materially  affect the Company's
internal control over financial reporting.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a) (1) Financial Statements

           The  financial  statements  under this item are included in Item 8 of
           Part II.

(2) Schedules

           NONE

      (3) Exhibits

Exhibit Description

No.
3.1   Articles  of Incorporation of the Company, as amended (incorporated herein
      by reference to Exhibit 3.1 of the Company's Form

                                       -10-
      10-QSB for the period ended September 30, 1995, which was filed
      November 6, 1995).

3.2   Bylaws  of the Company (incorporated herein by reference to Exhibit 3.2 of
      the  Company's  Form 10-QSB for the period ended March 31, 1998, which was
      filed May 15, 1998).

10.1  1995 Stock Option Plan (incorporated herein by reference to Appendix A
      of the Company's Form DEFS 14A dated June 13, 1995, which was filed June
      14, 1995).

10.2  Form  of  Stock  Option  Agreement  (incorporated  herein  by reference to
      Exhibit 10(g) of the Company's Form 10-KSB for the year ended December 31,
      1995, which was filed March 29, 1996).

10.3  Letter  Agreement dated May 8, 2003 between the Company and O. F. Duffield
      (incorporated  herein  by  reference to Exhibit 10.6 of the Company's Form
      10-KSB  for  the  year  ended December 31, 2003, which was filed March 30,
      2004).

10.4  2006 Stock Incentive Plan (incorporated herein by reference to Exhibit
      A to the Company's 2006 Proxy Statement on Schedule 14A dated May 10,
      2006).

10.5  Form  of  Non-qualified  Stock  Option  Agreement  (incorporated herein by
      reference  to  Exhibit  10.2 to the Company's Form 8-K dated June 5, 2006,
      which was filed on June 9, 2006).

10.6  Form  of  Non-qualified  Stock Option Agreement for Non-employee Directors
      (incorporated  herein  by  reference to Exhibit 10.3 to the Company's Form
      8-K dated June 5, 2006, which was filed on June 9, 2006).

10.7  Form of Restricted Stock Award Agreement (incorporated herein by reference
      to  Exhibit  10.4  to the Company's Form 8-K dated June 5, 2006, which was
      filed on June 9, 2006).

10.8  Form   of  Securities  Purchase  Agreement  entered  into  between  Empire
      Petroleum  Corporation and certain accredited investors in connection with
      2006  private  placement (incorporated herein by reference to Exhibit 10.1
      to the Company's Form 10-QSB for the period ended June 30, 2006, which was
      filed on August 23, 2006).

10.9  Form   of  Securities  Purchase  Agreement  entered  into  between  Empire
      Petroleum  Corporation and certain accredited investors in connection with
      2007  private  placement (incorporated herein by reference to Exhibit 10.1
      to  the  Company's  Form 8-K dated April 4, 2007, which was filed on April
      10, 2007).

10.10  Form  of  Securities  Purchase  Agreement  entered  into  between  Empire
       Petroleum Corporation and certain accredited investors in connection with
       the  2009  private placement (incorporated herein by reference to Exhibit
       10.1  to the Company's Form 10-Q for the period ended September 30, 2009,
       which was filed on November 16, 2009).

10.11  Form  of  securities  purchase  agreement  entered  into  between  Empire
       Petroleum Corporation and certain accredited Investors in connection with
       the June-July 2010 private Placement (incorporated herein by reference to
       Exhibit 10.1

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       to the Company's Form 10-Q for the period ended June 30,
       2010, which was filed on August 13, 2010).

10.12  Form  of  common  share  warrant  certificate  issued by Empire Petroleum
       Corporation  in  favor of certain accredited investors in connection with
       the June-July 2010 private placement (incorporated herein by reference to
       Exhibit  10.2  to  the  Company's Form 10-Q for the period ended June 30,
       2010, which was filed on August 13, 2010).

10.13  Convertible Note Due February 1, 2012 (incorporated herein
       by reference to Exhibit 10.1 to the Company's Form 8-K dated
       February 1, 2011, which was filed on February 7, 2011).

10.14  Letter  Agreement  dated November 17, 2010 between the Company and Cortez
       Exploration, LLC (submitted herewith).

31        Certification  of  Chief  Executive  Officer  (and principal financial
          officer)  pursuant to Rules 13a - 14 (a) and 15(d) - 14(a) promulgated
          under the Securities Exchange Act of 1934, as amended, and Item 601(1)
          (31) of Regulation S-K, as adopted pursuant to Section 302 of the

       Sarbanes-Oxley Act of 2002 (submitted herewith).

32        Certification  of  Chief  Executive  Officer  (and principal financial
          officer)  pursuant  to  18 U.S.C. Section 1350, as adopted pursuant to
          Section 906 of the Sarbanes-Oxley Act of 2002 (submitted herewith).

                                   SIGNATURES

Pursuant  to  the requirements of Section 13 or 15(d) of the Securities Exchange
Act  of  1934,  the  registrant  has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                     Empire Petroleum Corporation

Date:  September 30, 2011            By:       /s/Albert E. Whitehead
                                                Albert E. Whitehead
                                                Chief Executive Officer
                                                (principal executive officer,
                                                 principal financial officer
                                                 and principal accounting
                                                 officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has  been  signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.


Signature                 Title                            Date

/s/Albert E. Whitehead    Chairman and Chief Executive
Albert E. Whitehead       Officer                          September 30, 2011

/s/John C. Kinard         Director                         September 30, 2011
John C. Kinard

/s/Montague H. Hackett, Jr.  Director                      September 30, 2011
Montague H. Hackett, Jr.


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