**EXHIBIT 31.2**

 

**CERTIFICATION OF CHIEF FINANCIAL OFFICER**

**PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002**

 

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

 

1. I have reviewed thisquarterly report on Form 10-Q of Evolution Petroleum Corporation;

 

2. Based on my knowledge,this report does not contain any untrue statement of a material fact or omit tostate a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this report;

 

3. Based on my knowledge, thefinancial statements, and other financial information included in this report,fairly present in all material respects the financial condition, results ofoperations and cash flows of the Registrant as of, and for, the periodspresented in this report;

 

4. The Registrant’s othercertifying officer and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) and internal control over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant andhave:

 

a)Designed such disclosure controls and procedures, or caused such disclosurecontrols and procedures to be designed under our supervision, to ensure thatmaterial information relating to the Registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

 

b)Designed such internal control over financial reporting, or caused suchinternal control over financial reporting to be designed under our supervision,to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles;

 

c)Evaluated the effectiveness of the Registrant’s disclosure controls andprocedures and presented in this report our conclusions about the effectivenessof the disclosure controls and procedures, as of the end of the period coveredby this report based on such evaluation; and

 

d)Disclosed in this report any change in the Registrant’s internal control overfinancial reporting that occurred during the Registrant’s most recent fiscalquarter (the Registrant’s fourth fiscal quarter in the case of an annualreport) that has materially affected, or is reasonably likely to materiallyaffect, the Registrant’s internal control over financial reporting; and

 

5. The Registrant’s othercertifying officer and I have disclosed, based on our most recent evaluation ofinternal control over financial reporting, to the Registrant’s auditors and theaudit committee of the Registrant’s Board of Directors (or persons performingthe equivalent functions):

 

a)All significant deficiencies and material weaknesses in the design or operationof internal control over financial reporting which are reasonably likely toadversely affect the Registrant’s ability to record, process, summarize andreport financial information; and

 

b)Any fraud, whether or not material, that involves management or other employeeswho have a significant role in the Registrant’s internal control over financialreporting.

 
| Date:  February 12, 2010 | /s/ STERLING H. MCDONALD                    |
|-------------------------------|---------------------------------------------|
|                          | Sterling H. McDonald                        |
|                          | Vice-President and Chief  Financial Officer |

 

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