EXHIBIT 31



CERTIFICATION





I, Albert E. Whitehead, certify that:



1. I have reviewed this quarterly report
on Form 10-Q/A 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:



(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.





|September 30, 2011 | /s/ Albert E. Whitehead                                
|------------------ | -------------------------------------------------------
|                   | Albert E. Whitehead                                    
|                   | Chief Executive Officer and Principal Financial Officer
|                   |                                                        
|                   |