UNITED STATES

                     SECURITIES AND EXCHANGE COMMISSION

                         Washington, D.C. 20549

                                Form 10-Q


(Mark One)

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

             For the quarterly period ended March 31, 2009

[ ] 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.)


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

                              (918) 488-8068
           (Registrant's telephone number, including area code)

                               Not Applicable
__________________________________________________________________________
(Former name, former address and former fiscal year, if changed since last
report)

Indicate by check whether the registrant (1) 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 Web site, if any, every Interactive Date File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (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 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 Exchange Act).            [ ] Yes     [X]  No


           APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
               PROCEEDING DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a
Plan confirmed by a court.

                     [ ]  Yes            [ ]  No

The number of shares of the registrant's common stock, $0.001 par value,
outstanding as of May 14, 2009 was 57,193,128.








































                      EMPIRE PETROLEUM CORPORATION

                          INDEX TO FORM 10-Q

Part I. FINANCIAL INFORMATION                                        Page

Item 1. Financial Statements

Balance Sheets at March 31, 2009 (Unaudited) and
     December 31, 2008                                                   1

Statements of Operations - Three months
     ended March 31, 2009 and 2008 (Unaudited)                           2

Statements of Cash Flows - Three months ended
     March 31, 2009 and 2008 (Unaudited)                                 3

Notes to Financial Statements                                          4-8

Item 2. Management's Discussion and Analysis of Financial Condition
        and Results of Operations                                     8-10

Item 4. Controls and Procedures                                         10

Part II. OTHER INFORMATION

Item 6. Exhibits                                                        10

Signatures                                                              11
































PART I.  FINANCIAL INFORMATION
Item 1.  FINANCIAL STATEMENTS

                      EMPIRE PETROLEUM CORPORATION

                             BALANCE SHEETS

                                         March 31,       December 31,
                                             2009               2008
                                       (Unaudited)
ASSETS                               ____________       ____________

Current assets:
  Cash                                $    61,416       $    124,122
  Accounts receivable
   (net of allowance of $3,750
    at March 31, 2009 and
    December 31, 2008)                     17,345             12,158
  Prepaid expenses                          6,050              9,075
		                          ___________       ____________
Total current assets                       84,811            145,355

Property & equipment, net of accumulated
  depreciation and depletion              969,842            969,842
                                      ___________       ____________
Total Assets             	       $  1,054,653       $  1,115,197
                                      ___________       ____________

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Account payable and accrued
    liabilities                      $    11,655              19,392
                                     ___________         ___________
Total current liabilities                 11,655              19,392

Long-term liabilities:
  Asset retirement obligation             52,200              52,200
                                     ___________        ____________
Total liabilities                         63,855              71,592
                                     ___________        ____________
Stockholders' equity:
  Common stock - $.001 par value,
    authorized 100,000,000 shares,
    issued 57,193,128 shares at
    March 31, 2009 and
    December 31, 2008                    57,193               57,193
  Additional paid in capital         11,914,222           11,901,722
  Accumulated deficit               (10,980,617)         (10,915,310)
                                    ___________          ___________
Total stockholders' equity              990,798            1,043,605
                                    ___________          ___________

Total liabilities and stockholders'
  equity                            $ 1,054,653         $  1,115,197
                                    ___________         ____________

             See accompanying notes to financial statements.

                                     -1-
                         EMPIRE PETROLEUM CORPORATION

                           STATEMENTS OF OPERATIONS

                                 (UNAUDITED)


                                             Three Months Ended

                                                  March 31,
                                        ____________________________

                                                 2009           2008
                                        _____________  _____________
Revenue:
  Petroleum sales                       $       4,501  $           0
                                        _____________  _____________
                                                4,501              0
                                        _____________  _____________

Costs and expenses:
  Production & operating                       16,386         17,334
  General & administrative                     53,422         98,570
                                         ____________  _____________
                                               69,808        115,904
                                         ____________  _____________
  Operating loss                             ( 65,307)      (115,904)
                                         ____________  _____________
Other (income) and expense:
  Miscellaneous income                              0              0
  Interest income                                   0              0
  Interest expense                                  0              0
                                         ____________  _____________

Total other expense                                 0              0
                                         ____________  _____________

Net loss                                 $   ( 65,307)  $   (115,904)
                                         ____________  _____________

Net loss per common
  share, basic and
  diluted                                $       (.00)  $       (.00)
                                         ____________  _____________
Weighted average number of
  common shares outstanding,
  basic and diluted                        57,193,128     56,042,751
                                         ____________  _____________







                See accompanying notes to financial statements.




                                       -2-
                      EMPIRE PETROLEUM CORPORATION

                        STATEMENTS OF CASH FLOWS

                              (UNAUDITED)

                                               Three Months Ended

                                               March 31,     March 31,
                                                   2009          2008
                                                      $             $
                                              _________    __________
Cash flows from operating activities:
  Net loss                                  $(   65,307)  $(  115,904)

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

  Value of services contributed by employees     12,500        12,500
  Stock option plan expense                           0        41,125

(Increase) decrease in assets:
  Accounts receivable                          (  5,187)       45,107
  Prepaid expenses                                3,025         3,318

Increase (decrease) in liabilities:
  Accounts payable and accrued liabilities     (  7,737)       12,548
                                               ________      ________
Net cash used in
  operating activities                         ( 62,706)    (   1,306)
                                               ________      ________
Cash flows from investing activities:

  Well drilling and testing costs                     0    (   13,453)
                                               ________    __________
Net cash provided by
  (used in) investing activities                      0    (   13,453)
                                               ________    __________
Net decrease in cash                           ( 62,706)    (  14,759)

Cash - Beginning                                124,122       384,629
                                               ________      ________
Cash - Ending                                  $ 61,416      $369,870
                                               ________      ________



                See accompanying notes to financial statements.












                                      -3-
                        EMPIRE PETROLEUM CORPORATION

                       NOTES TO FINANCIAL STATEMENTS

                              March 31, 2009

                                (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-Q. 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.  All adjustments are of a normal, recurring nature.
Operating results for the interim period are not necessarily indicative of
the results that may be expected for the year ending December 31, 2009.

The information contained in this Form 10-Q should be read in
conjunction with the audited financial statements and related notes for
the year ended December 31, 2008 which are contained in the Company's
Annual Report on Form 10-K filed with the Securities and Exchange
Commission (the SEC) on March 31, 2009.

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 the ability of the Company
to attain future profitable production.

In 2003, the Company engaged a partner to explore its Cheyenne River Prospect,
Wyoming, 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 until December 15, 2009 (extended from the previous
date of March 15, 2009) at an exercise price of $0.25 per share.


                                       -4-
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 were
used for general corporate purposes and to pay the Company's share of the
costs associated with its then 10% interest in the Gabbs Valley Oil Prospect
in Nevada.  By subsequent agreement with Cortez Exploration, LLC (formerly
O. F. Duffield) dated May 8, 2006, Empire acquired an additional 30% interest
by agreeing to pay $675,000 in land and related costs to Cortez and 45% of the
drilling and completion costs on a test well to be known as the Empire Cobble
Cuesta 1-12-12-34E, Nye County, Nevada.  When combined with the original 10%
working interest in the well and lease block which was expanded to 75,201
gross acres by the acquisition of an additional 30,917 acres from the U. S.
Department of the Interior on June 14, 2006, the Company's working interest
increased to 40%, after paying 55% of the drilling and completion costs of the
Empire Cobble Cuesta 1-12-12N-34E test well.  To fund this increased interest,
the Company initiated a private placement of common stock along with warrants
to purchase common stock in June 2006.  In connection with this private
placement, the Company issued 7,250,000 shares of common stock and warrants to
purchase 1,812,500 shares of its common stock at an exercise price of $0.50
per share for an aggregate purchase price of $1,450,000.  In April, 2007 the
Company raised $1,000,000 through 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 which have an exercise price of $0.50 per share which expires
December 15, 2009.  On August 2, 2007, the Company acquired an additional 17%
interest, which increased its interest in the Gabbs Valley Prospect and leases
to 57% (See Note 3).  The Company acquired an additional 9,943.91 acres of
leases at a September 2008 lease sale bringing the total acreage in which it
has a 57% interest to 85,145 acres.  The Company was encouraged by the data it
acquired in connection with the drilling, logging and testing of the well.
Such data, additional studies of such data, the assistance of geological and
engineering consultants and an Advanced Geochemical Imaging Survey conducted
in December 2008 led the Company to determine that further drilling is
warranted.

As of March 31, 2009, the Company had $61,416 of cash on hand.  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.  The Company anticipates that it has the funds necessary to
continue its operations through the next twelve months.

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 March 31, 2009, the
Company recorded $12,500 as a capital contribution by its executive officer.

2.    PROPERTY AND EQUIPMENT:

CHEYENNE RIVER PROSPECT

The Company owns a working interest in approximately 20,764 acres of oil
and gas leases located in Niobrara County, Wyoming (the "Cheyenne River
Prospect").  The Company originally acquired leases on this prospect in 1998
and during the period from the original acquisition to 2008, it has caused a
seismic program and the drilling of two wells which resulted in small oil
producers.  In 2005, the Company recorded an impairment charge of $188,507 on
its investment in the Cheyenne River Prospect as a result of a third party
earning an interest by conducting a seismic survey and drilling the Hooligan
Draw well.

                                       -5-
In 2007, the Company entered into a Farmout and Partial Sale Agreement with a
third party.  The third party purchased a one-half interest in the Timber Draw
#1-AH and the Hooligan Draw #1-AH and agreed to drill three test wells at
locations of its choice on the farmout lands.  In return for drilling the
three test wells, the third party will earn a 100% interest in the 480 acres
associated with the three wells subject to a small overriding royalty retained
by the Company together with a 50% interest in the balance of the farmout
block, or the remaining 20,764 acres in the Cheyenne River Prospect.  The
Company currently has an 8.75% working interest in the Timber Draw #1-AH
Well and 13.39% working interest in the Hooligan Draw 1-AH well.  After the
drilling of the three test wells, the Company's remaining interest will
be its overriding royalty on the drill site 480 acres and a 13.39% working
interest in the balance of the farmout lands.  The third party commenced
drilling operations in August and has set pipe and completed a small oil
well.  A second well was drilled which resulted in a dry hole.  A third well
has been staked and is expected to be drilled in the second quarter.

On April 4, 2008 the Company sold a portion of its ORR interest on the
Cheyenne River Prospect.  The Company's portion of the proceeds were $16,500.

The Company has verbally accepted a cash offer for all of its interest in
this prospect subject to final documentation.  The Company will receive
approximately $170,000 if the sale is completed.  The Company's book value
of its Cheyenne River interests is $94,892 as of March 31, 2009.

GABBS VALLEY PROSPECT

On May 8, 2003, the Company entered into an agreement (Duffield Agreement)
with O.F. Duffield (now Cortez Exploration, LLC) to acquire a ten percent
(10%) working 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 consisted of federal leases
covering 44,604 acres in Nye and Mineral Counties, Nevada in which Mr.
Duffield had a 100% working interest.  The shares were valued at $.10 per
share based on the closing price of the Company's common stock on the date of
issuance.

During September 2005, surveyors laid out a 19.5 mile seismic program on the
Gabbs Valley Prospect, and a seismic survey was commenced in October 2005.
Field work was carried out and final interpretation of the data was completed
in November 2005. Based on the results of the seismic survey, the Company
increased its working interest in the prospect to 40% (See Note 1) and
contracted a drilling rig which commenced drilling the Empire Cobble Cuesta
1-12-12N-34E, Nye County, Nevada on September 14, 2006.  Drilling operations
were suspended October 23, 2006 in order to give the Company time to evaluate
the drilling results.  The total gross acres in this prospect was increased to
75,201 acres by the acquisition of 30,917 acres from the U. S. Department of
the Interior on June 14, 2006.  Additional leases of 9,943.91 acres were
acquired from the BLM at a September 2008 lease sale bringing the lease
total to 85,145 acres.

Coastal Energy Company Nevada (CECN)(formerly PetroWorld Nevada Corp.) was a
participant in the Gabbs Valley Prospect with a seismic option under which it
elected to drill a well and earn a 30% interest from Cortez Exploration, Inc.
At such time, the Company's Chief Executive Officer was a member of the Board
of Directors of both CECN and its parent company Coastal Energy Company
(formerly PetroWorld Corporation) and he currently owns less than 1.00%
of the parent company (CEN), which is traded on the AIM Exchange in London and
the Toronto Venture Exchange in Toronto.  The Coastal interest was acquired on
                                       -6-
August 2, 2007 by Empire (17%) and Cortez (13%), resulting in Empire's interest
being increased to 57%.  To acquire the interest, Empire and Cortez agreed to
pay Coastal's share of the remaining costs related to abandonment of the
Cobble Cuesta test well.  Empire's share of these costs is estimated to be
approximately $34,200.  Mr. Whitehead retired from his position as
Chairman/Director of Coastal Energy Company on February 6, 2008.

On May 1, 2007 the Company announced it had re-entered and completed testing
on the Empire Cobble Cuesta 1-12-12N-34E, Nye County, Nevada well.  As no
hydrocarbons were recovered, the Company has taken steps to partially plug and
abandon the well.  The Company and its consultants have analyzed the data
obtained from the Cobble Cuesta 1-12 and have concluded another well should be
drilled on the prospect.

The Company is attempting to find an industry partner(s) to drill a new test
well which likely would be located in close proximity to the 1-12 well.
Subject to documentation an industry partner has committed to a 25%
participating interest.  The Company is hopeful additional participants will
be found and a new test well commenced by July 2009.

NORTH BOGGY CREEK DAKOTA PROSPECT

In October 2007 the Company entered into a Participation Agreement with its
Chief Executive Officer whereby it invested $41,305 to receive a 6.25% interest
in the Gaskill #1 well located in the North Boggy Creek Dakota Prospect,
Niobrara County, Wyoming.  In 2007, the well was re-entered and no oil and gas
reserves were determined to be present.  Consequently, the initial investment
was written off in 2007.

In April 2008, the operator re-entered the well and after further testing
determined to plug and abandon the well.  The Company incurred costs of
$44,771 in 2008 for its 6.25% interest in the re-entry and deepening of the
Gaskill #1 well.  In addition, the Company is also liable for certain costs
related to plugging and abandoning the well.  The well operator has informed
the Company that it expects proceeds from the sale of equipment at the well
to offset the costs of plugging and abandoning the well.  Therefore, the
Company has not accrued any additional liability for plugging and abandoning
the well.

3.  EQUITY

On February 19, 2008 the Company's Board of Directors approved the conversion
to stock for the Company's liability to its Chief Executive Officer, A. E.
Whitehead.  The liability of $274,682 was converted to 2,112,938 shares of
common stock at a price of $0.13 per share.

On February 19, 2008 the Company's Board of Directors approved granting
options to purchase 350,000 shares of the Company's common stock to
directors and employee at $0.13 per share.  The options immediately
vested and expire after ten years.  The Company recorded an expense of
$41,124 for the fair market value of the options.  Fair values were estimated
at the date of grant of the options, using the Black-Scholes Option Valuation
Model with the following weighted average assumptions:  risk free interest
rate of 3.76%, volatility factor of the expected market price of the
Company's common stock of 147%, no dividend yield, and a weighted average
expected life of the options of 5 years.  For the purpose of determining the
expected life of the options, the Company utilizes the Simplified Method as
defined in Staff Accounting Bulletin No. 107 issued by the Securities and
Exchange Commission.

                                       -7-
Diluted EPS gives effect to all dilutive potential common shares outstanding
during the period. The computation of Diluted EPS does not assume conversion,
exercise or contingent exercise of securities that would have an anti-dilutive
effect on losses.  As a result, if there is a loss from continuing operations,
Diluted EPS is computed in the same manner as Basic EPS is computed.  At
March 31, 2009 the Company has 1,070,000 and 4,312,500 options and warrants
outstanding, respectively, that were not included in the calculation of
earnings per share for the years then ended.  Such financial instruments may
become dilutive and would then need to be included in future calculations of
Diluted EPS.

On January 30, 2009 the Company extended all of its outstanding warrants to
December 15, 2009.  Fair values of the extended warrants were estimated at
the date of extension using the Black-Scholes Option Valuation Model with
the following weighted average assumptions:  risk free interest rate of
..51%, volatility factor of the expected market price of the Company's
common stock of 208%, no dividend yield, and a weighted average expected
life of the warrants of 11 months.  As a result of the extension, the
outstanding warrants were valued at $48,319, which had no income statement
effect.

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

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 is attributable to the
production of oil from the Company's Timber Draw #1-AH 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 MARCH 31, 2009, COMPARED TO THREE MONTH PERIOD
ENDED MARCH 31, 2008.

For the three months ended March 31, 2009, sales revenue increased $4,501
from $0 for the same period during 2008. The increase in sales revenue was
the result of production from the Timber Draw #1-AH and the Hooligan Draw
#1-AH wells.

Production and operating expenses decreased $948 to $16,386 for the
three months ended March 31, 2009, from $17,334 for the same period in
2008.  The decrease was primarily due to slower activity on the Company's
prospects.

General and administrative expenses decreased by $45,148 to $53,422 for the
three months ended March 31, 2009, from $98,570 for the same period in
2008.  The decrease was primarily due to stock options issued in the 2008
period and lower legal costs in 2009.
                                       -8-
LIQUIDITY AND CAPITAL RESOURCES

GENERAL

As of March 31, 2009, the Company had $61,416 of cash on hand.  The
Company believes that its cash on hand will allow it to finance its
operations for 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.  The Company
does not plan to undertake further exploration of the Gabbs Valley or Cheyenne
River Prospects without an industry partner or additional equity placement.

OUTLOOK

In 2007, the Company entered into a Farmout and Partial Sale Agreement with a
third party.  The third party purchased a one-half interest in the Timber Draw
#1-AH and the Hooligan Draw #1-AH and agreed to drill three test wells at
locations of its choice on the farmout lands.  In return for drilling the
three test wells, the third party will earn a 100% interest in the 480 acres
associated with the three wells subject to a small overriding royalty retained
by the Company together with a 50% interest in the balance of the farmout
block, or the remaining 20,764 acres in the Cheyenne River Prospect.  After
the drilling of the three test wells, the Company's remaining interest will
be its overriding royalty on the drill site 480 acres and a 13.39% working
interest in the balance of the farmout lands.

As stated elsewhere in this Form 10-Q, on May 1, 2007, after further
testing of the Company's only well in the Gabbs Valley Prospect, the
Company decided to partially plug and abandon the well since no hydrocarbons
were recovered.  However, the Company was encouraged by the data it acquired
in connection with the drilling, logging and testing of the well.  Such data,
additional studies of such data, the assistance of geological and
engineering consultants and an Advanced Geochemical Imaging Survey conducted
in December 2008 led the Company to determine that further drilling is
warranted.  It is possible that excessive mud exposure in the hole for over
five months seriously impeded the process of recovering hydrocarbons.  It was
determined that a new test well should be drilled using a different
method of drilling.  The Company is attempting to find an industry partner to
drill a new test well in close proximity to the Cobble Cuesta 1-12.

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 the end of 2007 the Company was indebted to the Albert E.
Whitehead Living Trust in the amount of $274,682.  This loan was converted, on
February 19, 2008, into 2,112,938 shares of the Company's common stock at
$0.13 per share.

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-K for the period ended December 31, 2008, which was filed March 31,
2009.



                                       -9-
FORWARD-LOOKING INFORMATION

This quarterly report on Form 10-Q, 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-K for the fiscal year ended December 31,
2008.  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-Q.

Item 4.  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. 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-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).







                                         -10-
                     EMPIRE PETROLEUM CORPORATION
                             SIGNATURES

Pursuant to the requirements 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:  May 14, 2009                     By: /s/ Albert E. Whitehead
                                                ___________________
                                                Albert E. Whitehead
                                                Chairman, Chief Executive
                                                  Officer and Principal
                                                  Financial Officer

                                    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-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).


EXHIBIT 31
                             CERTIFICATION

I, Albert E. Whitehead, certify that:

1.     I have reviewed this quarterly report on Form 10-Q 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
registrant as of, and for, the periods presented in this report;

4.      The registrant'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)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:



                                      -11-
    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
       registrant, 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. Designed such internal control over financial reporting, or caused
       such internal control over financial reporting to be designed under
       our supervision, to provide reasonable assurance regarding the
       reliability of financial reporting and the preparation of financial
       statements for external purposes in accordance with generally accepted
       accounting principles;

    c. Evaluated the effectiveness of the registrant's disclosure controls
       and procedures and presented in this report our conclusions about the
       effectiveness of the disclosure controls and procedures, as of the end
       of the period covered by this report based on such evaluation; and

    d. Disclosed in this report any change in the registrant's internal
       control over financial reporting that occurred during the registrant's
       most recent fiscal quarter (the registrant's fourth fiscal quarter in
       the case of an annual report) that has materially affected, or is
       reasonably likely to materially affect, the registrant's internal
       control over financial reporting; and

5.     The registrant's other certifying officer(s) and I have disclosed,
based on  our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of the
registrant'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 registrant'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
       registrant's internal control over financial reporting.

May 14, 2009                           /s/ Albert E. Whitehead
                                       Albert E. Whitehead,
                                       Chief Executive Officer and
                                         Principal Financial Officer

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-Q for the period ending March 31, 2009 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:
                                     -12-
 (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.

May 14, 2009                                /s/ Albert E. Whitehead
                                            Albert E. Whitehead
                                            Chief Executive Officer and
                                               Principal Financial Officer
















































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