**Exhibit 31.2**

 

**CERTIFICATION PURSUANT TO RULE 15D-14 OF THE SECURITIESEXCHANGE ACT OF 1934,**

**AS AMENDED AS ADOPTED PURSUANT TO SECTION 302**

**OF THE SARBANES-OXLEY ACT OF 2002**

 

I, Sterling H. McDonald,Chief Financial Officer of Evolution Petroleum Corporation, certify that:

 

1. I have reviewed thisannual report on Form 10-KSB of Evolution Petroleum Corporation;

 

2. Based on my knowledge,this annual report does not contain any untrue statement of a material fact oromit to state a material fact necessary to make the statements made, in lightof the circumstances under which such statements were made, not misleading withrespect to the period covered by this report;

 

3. Based on my knowledge,the financial statements, and other financial information included in thisreport, fairly present in all material respects the financial condition,results of operations and cash flows of the small business issuer as of, andfor, the periods presented in this report;

 

4. The small business issuer’sother certifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)and 15d-15(e)) for the small business issuer and have:

 

a) Designed such disclosurecontrols and procedures, or caused such disclosure controls and procedures tobe designed under our supervision, to ensure that material information relatingto the small business issuer, including its consolidated subsidiaries, is madeknown to us by others within those entities, particularly during the period inwhich this report is being prepared;

 

b) Evaluated theeffectiveness of the small business issuer’s disclosure controls and proceduresand presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

 

c) Disclosed in this reportany change in the small business issuer’s internal control over financialreporting that occurred during the small business issuer’s most recent fiscalquarter (the small business issuer’s fourth fiscal quarter in the case of anannual report) that has materially affected, or is reasonably likely tomaterially affect, the small business issuer’s internal control over financialreporting; and

 

5. The small business issuer’sother certifying officer and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the small businessissuer’s auditors and the audit committee of the small business issuer’s Boardof Directors:

 

a) All significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adverselyaffect the small business issuer’s ability to record, process, summarize andreport financial information; and

 

b) Any fraud, whether or notmaterial, that involves management or other employees who have a significantrole in the small business issuer’s internal control over financial reporting.

 
| *Date:* *September 28, 2007* |
|-----------------------------------|
|                              |   |   |
| * *                          | */s/* | *STERLING  H. MCDONALD* |   |
|                              |   | *Sterling  H. McDonald* |
| * *                          | * * | *Chief  Financial Officer* |

 

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