UNITED STATES

                     SECURITIES AND EXCHANGE COMMISSION

                         Washington, D.C. 20549

                               Form 10-QSB



(Mark One)

[X] Quarterly Report Under Section 13 OR 15(d) of the Securities
    Exchange Act of 1934

             For the quarterly period ended June 30, 2005

[ ] Transition Report Under Section 13 or 15(d) of the Exchange Act

For the transition period from _______________to________________

                    Commission file number 001-16653

                      EMPIRE PETROLEUM CORPORATION

   (Exact name of small business issuer as specified in its charter)

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


          8801 S. Yale, Suite 120, Tulsa, Oklahoma  74137-3575
                 (Address of principal executive offices)

                              (918) 488-8068
                       (Issuer's telephone number)



(Former name, former address and former fiscal year, if changed since last
report)

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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

State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:

Common Stock, $.001 Par Value - 42,830,190 shares outstanding as of
June 30, 2005.

Transitional Small Business Disclosure Format: [ ] Yes [X] No



                      EMPIRE PETROLEUM CORPORATION

                        INDEX TO FORM 10-QSB

Part I. FINANCIAL INFORMATION                               Page

Item 1. Financial Statements

Balance Sheet at June 30, 2005 (Unaudited)                     1
Statements of Operations for the three months and
    six months ended June 30, 2005 and 2004 (Unaudited)        2
Statements of Cash Flows for the six months ended
    June 30, 2005 and 2004 (Unaudited)                         3

Notes to Financial Statements                                4-6

Item 2. Management's Discussion and Analysis                 6-9

Item 3. Controls and Procedures                                9

Part II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K                       9


Signatures                                                    10



































PART I.  FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS


                      EMPIRE PETROLEUM CORPORATION

                             BALANCE SHEET


                                                             June 30

                                                                2005

ASSETS                                                    (Unaudited)
                                                         ___________
Current assets:
  Cash                                                   $   439,910
  Accounts receivable (net of allowance of $3,750)            80,987
		                                             ___________
Total current assets                                         520,897

Property & equipment, net of accumulated
  depreciation and depletion                                 527,109
                                                         ___________
Total Assets             	                          $ 1,048,006
                                                         ___________


LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable and accrued
    liabilities                                          $   120,624
  Accounts payable to related party                          274,682
  Note payable                                                95,771
                                                         ___________
Total current liabilities                                    491,077
                                                         ___________
Total liabilities                                            491,077
                                                         ___________

Stockholders' equity:
  Common stock at par value                                   42,830
  Warrants to purchase common stock                           67,875
  Additional paid in capital                               8,870,260
  Accumulated deficit                                     (8,424,036)
                                                         ___________
Total stockholders' equity                                   556,929
                                                         ___________

Total liabilities and stockholder's equity               $ 1,048,006
                                                         ___________

See accompanying notes to financial statements.




                                    -1-

                      EMPIRE PETROLEUM CORPORATION

                        STATEMENTS OF OPERATIONS

                             (Unaudited)


                              Three Months Ended           Six Months Ended

                                  June 30,                      June 30,
                         ____________________________   ________________________

                                  2005          2004            2005        2004
                         _____________  _____________   ____________  __________
Revenue:
  Petroleum sales        $      73,178   $     1,497    $     74,358  $   36,104
                         _____________  _____________   ____________  __________
                                73,178         1,497          74,358      36,104
                         _____________  _____________   ____________  __________

Costs and expenses:
  Production & operating        (6,097)       17,652         18,929      39,772
  General & administrative      39,886        48,372         95,422     105,582
  Reversal of accrued lease
     Obligation               (158,400)            0       (158,400)          0
                          ____________  _____________  ____________  __________
                              (124,611)       66,024        (44,049)    145,354
                          ____________  _____________  ____________  __________
  Operating income (loss)      197,789       (64,527)       118,407    (109,250)
                          ____________  _____________  ____________  __________
Other (income) and expense:
  Miscellaneous income               0          (128)             0        (153)
  Interest expense               1,725         1,725          3,450       3,450
                          ____________  _____________  ____________  __________

Total other expense              1,725         1,597         3,450       3,297
                          ____________  _____________  ____________  __________

Net income (loss)         $    196,064   $   (66,124)  $   114,957   $(112,547)
                          ____________  _____________  ____________  __________

Net income (loss)
  per common share        $        .00   $        .00 $        .00  $      .00
                          ____________  _____________  ____________  __________
Weighted average number of
  common shares
  outstanding               39,219,079     37,830,190   39,219,079   37,830,190
                          ____________  _____________  ____________  __________


See accompanying notes to financial statements.








                                          -2-

                      EMPIRE PETROLEUM CORPORATION

                        STATEMENTS OF CASH FLOWS

                             (UNAUDITED)

                                                 Six Months Ended

                                                June 30,     June 30,
                                                   2005          2004
                                              _________     _________
Cash flows from operating activities:
  Net income (loss)                           $ 114,957     $(112,547)

Adjustments to reconcile net loss to
  net cash used in operating activities:

  Value of services contributed by employees     25,000        25,000
  Reversal of accrued lease obligation         (158,400)            0

(Increase) decrease in assets:
  Accounts receivable                           (71,778)        3,564
  Prepaid expenses                                    0         2,651
Increase (decrease) in liabilities:
  Accounts payable and accrued expenses         (33,465)       15,898
                                               ________      ________
Net cash used in operating activities          (123,686)      (65,434)
                                               ________      ________
Cash flows from financing activities:

  Advances from related party                    60,190        45,344
  Proceeds from private equity placement        500,000             0
                                               ________      ________
Net cash provided by financing activities       560,190        45,344
                                               ________      ________

Net increase (decrease) in cash                 436,504       (20,090)

Cash - Beginning                                  3,406        21,622
                                               ________      ________
Cash -Ending                                   $439,910      $  1,532
                                               ________      ________






See accompanying notes to financial statements.










                                   -3-

                        EMPIRE PETROLEUM CORPORATION

                       NOTES TO FINANCIAL STATEMENTS

                               JUNE 30, 2005

                                (UNAUDITED)

1.     BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES:

The accompanying unaudited financial statements of Empire Petroleum
Corporation (Empire, or the Company) have been prepared in accordance
with United States generally accepted accounting principles for interim
financial information and the instructions to Form 10-QSB. Accordingly,
they do not include all of the information and footnotes required by
United States generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
considered necessary for a fair presentation of the Company's financial
position, the results of operations, and the cash flows for the interim
period are included.  See Note 4 for a description of non-recurring
adjustments.  Operating results for the interim period are not necessarily
indicative of the results that may be expected for the year ending
December 31, 2005.

The information contained in this Form 10-QSB should be read in
conjunction with the audited financial statements and related notes for
the year ended December 31, 2004 which are contained in the Company's
Annual Report on Form 10-KSB filed with the Securities and Exchange
Commission (the SEC) on March 31, 2005.

The Company has been incurring significant losses in recent years.
The continuation of the Company as a going concern is dependent upon the
ability of the Company to attain future profitable operations.  These
financial statements have been prepared on the basis of United States
generally accepted accounting principles applicable to a company with
continuing operations, which assume that the Company will continue in
operation for the foreseeable future and will be able to realize its assets
and discharge its obligations in the normal course of operations.  Management
believes the going concern assumption to be appropriate for these financial
statements.  If the going concern assumption were not appropriate for these
financial statements, then adjustments might be necessary to adjust the
carrying value of assets and liabilities and reported expenses.

The Company continues to explore and develop its oil and gas interests.
The ultimate recoverability of the Company's investment in its oil and gas
interests is dependent upon the existence and discovery of economically
recoverable oil and gas reserves, confirmation of the Company's interest in
the oil and gas interests, the ability of the Company to obtain necessary
financing to further develop the interests, and upon the ability to attain
future profitable production.

In 2003, the Company engaged a partner to explore its Cheyenne
River Prospect, and signed an agreement to acquire a 10% interest in a block
of acreage in the Gabbs Valley Prospect of western Nevada.  In June 2005,
the Company completed a private placement of 5,000,000 shares of its common
stock along with warrants to purchase 1,250,000 shares of its Common Stock for
an aggregate purchase price of $500,000.  Subject to certain restrictions, the
warrants may be exercised for a period of one year at an exercise price of $0.25

                                  -4-

per share.  Proceeds of the private placement were allocated $67,875 to common
stock warrants and $432,125 to common stock and paid-in capital.  These funds
will be used for general corporate purposes and to pay the Company's share of
the costs associated with its 10% interest in the Gabbs Valley Oil Prospect in
Nevada.  The Company believes that its available cash as of June 30, 2005 will
be sufficient to finance its operations through the next twelve months.  In
order to sustain the Company's operations on a long term basis, the Company
intends to continue to look for merger opportunities and consider public or
private financings.

Compensation of Officers and Employees

The Company's only executive officer serves without pay or other compensation.
The fair value of these services is estimated by management and is recognized
as a capital contribution.  For the three months ended June 30, 2005, the
Company recorded $12,500 as a capital contribution by its executive officer.

2.    NOTES PAYABLE

In December 2001, the Company executed a note with Weatherford
U.S., L.P. to satisfy an outstanding indebtedness for service in
the drilling of the Timber Draw #1-AH well.  The principal amount
of this note was $108,334 with interest payments at 10% per annum
commencing on May 27, 2001, until all interest and principal amounts
are paid in full.  Timely payments were made in accordance with
the terms of this note through March 2002.  In April 2002, the "payee"
of this note agreed to a revised payment schedule extending final payment
of $66,997 from April 10, 2002, until June 10, 2002.  In connection
with this payment schedule, an initial payment of $10,000 was made in
April 2002, however, since that time, no further payments have been made.
At June 30, 2005, $95,771 was due under this note.

3.    PROPERTY AND EQUIPMENT:

At December 31, 2002, the Company's management determined that an impairment
allowance of $6,496,614 was necessary to properly value the Company's oil
and gas properties bringing the net book value of the oil and gas properties
to $594,915. The basis for the impairment was the determination by the United
States Bureau of Land Management (BLM) that it does not consider the Timber
Draw #1-AH well economic.  In other words, under the BLM's criteria for
economic determination, the well will not pay out the cost incurred to drill
and complete the well.  The BLM also advised the Company that since it did
not commence another test well prior to August 12, 2002, the Timber Draw Unit
was terminated.  Furthermore, a bottom hole pressure survey conducted in
April 2002 indicated a limited reservoir for the well.  The value was calculated
using an estimated $10 per acre market price for the leases multiplied by the
Company's working interest.

In the first quarter 2003, the Company recorded an additional leasehold
impairment charge of $190,066 as a result of the assignment of the leases on
42,237 acres in the Cheyenne River Prospect  (See Note 5).

On May 8, 2003, the Company entered into an agreement with O.F. Duffield
(Duffield Agreement) to acquire a ten percent (10%) interest in a
block of acreage in the Gabbs Valley Prospect by agreeing to issue
2,000,000 shares of the Company's Common Stock to Mr. Duffield for such 10%
interest.  The shares were issued in July 2003.  This block of acreage in
the Gabbs Valley Prospect consists of federal leases covering approximately
45,000 acres in Nye and Mineral Counties, Nevada in which Mr. Duffield has
a 100% working interest.  Pursuant to the Duffield Agreement, the Company
                                       -5-
is also entitled to acquire up to a 10% interest in a block of 26,080 acres
also located in the Gabbs Valley Prospect should Duffield  acquire an
interest in this block.  The shares were valued at $.10 per share based on
the closing price of the Company's common stock on the date of issuance.

4.    CONTINGENCIES

The Company's former management (Messrs. McGrain and Jacobsen) entered
into a lease agreement for office space in Canada.  This office was closed
after Messrs. McGrain and Jacobsen resigned as officers of the Company.
This lease agreement calls for monthly lease and tax payments of
approximately $4,400 (U.S.) through April of 2006.  The Company accrued
its obligation under the lease through the first quarter of 2005.  During
the second quarter of 2005, the Company determined that the statute of
limitations had expired with respect to its obligation under the lease.
Accordingly, the Company reversed expenses of $158,400 previously recorded
for the lease.

5.    CHEYENNE RIVER PROSPECT

On March 28, 2003, a third party paid approximately $84,485 of the Company's
lease rentals on 42,237 acres in the Cheyenne River Prospect in return for
an assignment of such leases.  In connection with this transaction, the
Company retained an overriding royalty of 1.5% on 33,597 of the acres and a
2% overriding royalty on 8,640 of the acres.

On March 31, 2004, a third party paid approximately $52,128 of the Company's
lease rentals on 32,643 acres in the Cheyenne River Prospect in exchange for an
option to drill a test well in order to earn an interest in the farmout block,
which option was subject to the third party first completing a seismic survey
covering 16 square miles in the Cheyenne River Prospect.  This survey was
completed in September of 2003.  The processing and interpreting of the data
from such survey was completed September 30, 2003, and earned the third party
a 25% interest in the Timber Draw #1-AH well and prospect acreage.  This third
party commenced a test well in the NW/4NE/4 Section 15, Twp 39N, Rge 66W,
Niobrara County, Wyoming, known as the Empire Hooligan Draw Unit #1-AH, on
August 6, 2004.  The well was drilled horizontally to a measured drilling depth
of 9,332 feet.  As a result of this earning well being drilled the Company's
working interest in the Hooligan Draw #1-AH well and prospect acreage was
reduced to 26.785% and to 17.5% of the Timber Draw #1-AH well.  This well has
undergone testing using different choke and orifice sizes during this reporting
period, and a flow rate of 15 barrels of oil per day was achieved in mid April
however it did not sustain this rate and remedial work was carried out on it
and the Timber Draw #1-AH, however it did not improve the wells.  The producing
procedure used in the past whereby the Timber Draw #1-AH well is shut-in 30
days then produced for about 10 days will be continued.  Other remedial work
is currently being considered.

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

RESULTS OF OPERATIONS

GENERAL TO ALL PERIODS

The Company's primary business is the exploration and development of oil and
gas interests.  The Company has incurred significant losses from operations,
and there is no assurance that it will achieve profitability or obtain funds
necessary to finance its operations.  Sales revenue for all periods presented
is attributable to the production of oil from the Company's Timber Draw #1-AH

                                -6-
and the Hooligan Draw #1-AH wells located in the Eastern Powder River Basin
in the State of Wyoming, otherwise known as the Cheyenne River Prospect.

For all periods presented, the Company's effective tax rate is 0%.  The
Company has generated net operating losses since inception, which would
normally reflect a tax benefit in the statement of operations and a deferred
asset on the balance sheet.  However, because of the current uncertainty as
to the Company's ability to achieve profitability, a valuation reserve has
been established that offsets the amount of any tax benefit available
for each period presented in the statements of operations.

THREE MONTH PERIOD ENDED JUNE 30, 2005, COMPARED TO THREE MONTH PERIOD
ENDED JUNE 30, 2004.

For the three months ended June 30, 2005, sales revenue increased
$71,681 to $73,178, compared to $1,497 for the same period during 2004.
The increase in sales revenue was the result of production from
the Timber Draw #1-AH and the Hooligan Draw #1-AH wells.  For the three
months ended June 30, 2005, sales volume increased to 1,137 barrels,
compared to -0- barrels for the same period in 2004.  The average realized
per barrel oil price was $46.66 for the three months ended June 30, 2005.

Production and operating expenses decreased $23,749 to $(6,097) for the three
months ended June 30, 2005, from $17,652 for the same period in 2004.
This decrease was primarily attributable to the re-negotiation, settlement and
reimbursement of costs previously incurred for the Company's Cheyenne River and
Gabbs Valley Prospects.

General and administrative expenses decreased by $8,486 to $39,886 for
the three months ended June 30, 2005, from $48,372 for the same period in
2004.  Expense amounts were consistent with the prior years.

There was no depreciation or depletion expense attributable to the three
months ended June 30, 2005 and 2004, because the depreciable assets were
fully depreciated.

For the three months ended June 30, 2005, interest expense remained at
$1,725 which is the same as for the three months ended June 30, 2004.
The Company accrued interest on the Weatherford note in both periods.

For the reasons discussed above, net income increased $262,188 from $(66,124)
for the three months ended June 30, 2004, to $196,064 for the three months
ended June 30, 2005.

SIX MONTH PERIOD ENDED JUNE 30, 2005, COMPARED TO SIX MONTH PERIOD
ENDED JUNE 30, 2004.

For the six months ended June 30, 2005, sales revenue increased
$38,254 to $74,358, compared to $36,104 for the same period during 2004.
The increase in sales revenue was the result of improved oil prices and
additional production attributable to the Hooligan Draw #1-AH well.
For the six months ended June 30, 2005, sales volume increased 543 barrels
to 2,021 barrels, compared to 1,478 barrels for the same period in 2004.
The average realized per barrel oil price increased 37% from $24.76 for
the six months ended June 30, 2004 to $33.88 for the six months ended
June 30, 2005.

Production and operating expenses decreased $20,843 to $18,929 for the six

                                 -7-

months ended June 30, 2005, from $39,772 for the same period in 2004.
This decrease was primarily attributable to the re-negotiation, settlement
and reimbursement of costs previously incurred for the Company's Cheyenne
River and Gabbs Valley Prospects.

General and administrative expenses decreased by $10,160 to $95,422 for
the six months ended June 30, 2005, from $105,582 for the same period in
2004.  Expense amounts were consistent with the prior year.

There was no depreciation or depletion expense attributable to the six
months ended June 30, 2005 and 2004, because the depreciable assets were
fully depreciated.

For the six months ended June 30, 2005, interest expense remained at
$3,450 which is the same as for the six months ended June 30, 2004.
The Company accrued interest on the Weatherford note in both periods.

For the reasons discussed above, net income increased $227,504 from
$(112,547) for the six months ended June 30, 2004, to $114,957 for the
six months ended June 30, 2005.

LIQUIDITY AND CAPITAL RESOURCES

GENERAL

As of June 30, 2005 the Company had $439,910 of cash on hand.  In June
2005, the Company completed a private placement of 5,000,000 shares along
with warrants to purchase 1,250,000 shares of its Common Stock for an
aggregate purchase price of $500,000.  For more information regarding this
private placement, see the Company's current report on Form 8-K, which was
filed with the SEC on June 9, 2005.  The cash from this funding will enable
the Company to pay its share of a seismic survey on its Gabbs Valley Prospect,
Nevada, which is expected to be approximately $35,000 and to fund its share
of a well to be drilled on the Nevada Prospect which is estimated to be
$150,000.  After such payment, the Company believes it will have sufficient
funds to pay its normal operational costs of approximately $10,000 per month
for the next 12 months.  In order to sustain the Company's operations on a long
term basis, the Company intends to continue to look for merger opportunities
and consider public or private financings.


As of June 30, 2005, the Company owes approximately $95,771 including
accrued interest to Weatherford U.S., L.P. for services rendered by Weatherford.

ADVANCES FROM RELATED PARTY

Through March 31, 2005, the Company financed its operations primarily through
advances made to the Company by the Albert E. Whitehead Living Trust, of which
the Company's Chairman of the Board and Chief Executive Officer, Mr. Whitehead,
is the trustee.  At June 30, 2005 the Company is indebted to the Albert E.
Whitehead Living Trust in the amount of $274,682.

MATERIAL RISKS

The Company has incurred significant losses from operations and there is no
assurance that it will achieve profitability or obtain funds necessary to
finance continued operations.  For other material risks, see the Company's
form 10-KSB for the period ended December 31, 2004, which was filed March 31,
2005.

                                  -8-
FORWARD-LOOKING INFORMATION

This quarterly report on Form 10-QSB, including this section, includes certain
statements that may be deemed "forward-looking statements" within the meaning
of federal securities laws.  All statements, other than statements of historical
facts, that address activities, events or developments that the Company expects,
believes or anticipates will or may occur in the future, including future
sources of financing and other possible business developments, are forward-
looking statements.  Such statements are subject to a number of assumptions,
risks and uncertainties and could be affected by a number of different factors,
including the Company's failure to secure short and long term financing
necessary to sustain and grow its operations, increased competition, changes in
the markets in which the Company participates and the technology utilized by the
Company and new legislation regarding environmental matters.  These risks and
other risks that could affect the Company's business are more fully described in
reports it files with the Securities and Exchange Commission, including its Form
10-KSB for the fiscal year ended December 31, 2004.  Actual results may vary
materially from the forward-looking statements.  The Company undertakes no duty
to update any of the forward-looking statements in this Form 10-QSB.

Item 3.  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
prinicipal 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.  During the period covered by
this report, there was no change in the Company's internal controls over
financial reporting that has materially affected or that is reasonably likely
to materially affect the Company's internal control over financial reporting.

PART II. OTHER INFORMATION

Item 6. Exhibits

        a) Exhibits

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







                                  -9-

                      EMPIRE PETROLEUM CORPORATION

                             SIGNATURES

In accordance with the requirements of the Exchange Act, the small
business issuer caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                        EMPIRE PETROLEUM CORPORATION



Date:  August 15, 2005                          By: /s/ Albert E. Whitehead
                                                ___________________
                                                Albert E. Whitehead
                                                Chairman/CEO


                                    EXHIBIT INDEX

NO.                DESCRIPTION


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

EXHIBIT 31


		                  CERTIFICATION

I, Albert E. Whitehead, Chief Executive Officer (and principal financial
Officer) of Empire Petroleum Corporation, certify that:

1.     I have reviewed this quarterly report on Form 10-QSB of Empire
Petroleum Corporation;

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

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


                                  -10-

4.      The small business issuer's other certifying officer(s) and
I are responsible for establishing and maintaining disclosure 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 disclosure controls and procedures, or caused such
       disclosure controls and procedures to be designed under  our
       supervision, to ensure that material information relating to the
       small business issuer, including its consolidated subsidiaries, is
       made known to  us by others within those entities, particularly
       during the period in which this report is being prepared;

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


       (c) Disclosed in this report any change in the small business
       issuer's internal control over financial reporting that
       occurred during the  small business issuer's most recent
       fiscal quarter that has materially affected, or is reasonably likely
       to materially affect, the  small business issuer's
       internal control over financial reporting; and

5.     The small business issuer's other certifying officer(s) and I have
disclosed, based on  our most recent evaluation of internal control over
financial reporting, to the  small business issuer's auditors
and the audit committee of  small business issuer's board of
directors (or persons performing the equivalent functions):

       (a) All significant deficiencies and material weaknesses in the design
       or operation of internal control over financial reporting which are
       reasonably likely to adversely affect the  small business
       issuer's ability to record, process, summarize and report financial
       information; and

       (b) Any fraud, whether or not material, that involves management
       or other employees who have a significant role in the
       small business issuer's internal control over financial
       reporting.


August 15, 2005                        /s/ Albert E. Whitehead
                                       Albert E. Whitehead,
                                       Chief Executive Officer and
                                         Principal Financial Officer











                                  -11-

EXHIBIT 32

                        CERTIFICATION PURSUANT TO
                         18 U.S.C. SECTION 1350,
                         AS ADOPTED PURSUANT TO
              SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the quarterly report of Empire Petroleum Corporation
(the "Company") on Form 10-QSB for the period ending June 30, 2005 as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), I, Albert E. Whitehead, Chief Executive Officer (and principal
financial officer) of the Company, certify, pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that:

(1)   The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

(2)   The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of the
Company.



August 15, 2005                             /s/ Albert E. Whitehead
                                            Albert E. Whitehead
                                            Chief Executive Officer and
                                               Principal Financial Officer






























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