(1)	This registration statement also covers such indeterminable additional number of shares as may be issuable under the Evolution Petroleum Equity Incentive Plan by reason of any adjustments in the number of shares to prevent dilution from any future stock splits,

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(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h)(1) under the Securities Act of 1933, as amended and based on the average of the high and low sales prices of our common stock reported on the NYSE MKT on February 14, 2017.

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(a)	Annual Report on Form 10-K for the year ended June 30, 2016, filed on September 9, 2016;

(b)	Quarterly Report on Form 10-Q for the period ended September 30, 2016, filed on November 9, 2016;

(c)	Quarterly Report on Form 10-Q for the period ended December 31, 2016, filed on February 8, 2017;

(d)	All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since the end of the fiscal year covered by the Annual Report on Form 10-K referred to in paragraph (a) above; and

(e)	The description of the Company’s common stock contained in its registration statement on Form 8-A filed on July 13, 2006, and any amendment or report filed for the purpose of updating such description.

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4.1	Articles of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed on February 7, 2002).

4.2	Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K, filed on February 7, 2002).

4.3	Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form SB 2/A, filed on October 19, 2005).

4.4	Bylaws (incorporated by reference to Exhibit 3.3 of the Company’s Current Report on Form 8-K, filed on February 7, 2002).

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4.5	Amended Bylaws (incorporated by reference to Exhibit 2.1 of the Company’s Form 10KSB, filed on March 31, 2004).

4.6	Evolution Petroleum Corporation 2016 Equity Incentive Plan, adopted December 8, 2016, (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q, filed on February 8, 2017).

5.1	Opinion of Seyfarth Shaw LLP on legality of the securities being registered (filed herewith).

23.1	Consent of Seyfarth Shaw LLP (included in Exhibit 5.1 to this Registration Statement).

23.2	Consent of Hein & Associates LLP, Independent Registered Public Accounting Firm (filed herewith).

23.3	Consent of DeGolyer and MacNaughton (filed herewith).

23.4	Consent of W.D. Von Gonten & Co. (filed herewith).

24.1	Powers of Attorney (included on the signature page of this Registration Statement).

(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)	To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; additional or changed material information on the plan of distribution.

(2)	That, for purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the

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(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

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4.1	Articles of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed on February 7, 2002).

4.2	Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K, filed on February 7, 2002).

4.3	Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form SB 2/A, filed on October 19, 2005).

4.4	Bylaws (incorporated by reference to Exhibit 3.3 of the Company’s Current Report on Form 8-K, filed on February 7, 2002).

4.5	Amended Bylaws (incorporated by reference to Exhibit 2.1 of the Company’s Form 10KSB, filed on March 31, 2004).

4.6	Evolution Petroleum Corporation 2016 Equity Incentive Plan, adopted December 8, 2016, (incorporated by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q, filed on February 8, 2017).

5.1	Opinion of Seyfarth Shaw LLP on legality of the securities being registered (filed herewith).

23.1	Consent of Seyfarth Shaw LLP (included in Exhibit 5.1 to this Registration Statement).

23.2	Consent of Hein & Associates LLP, Independent Registered Public Accounting Firm (filed herewith).

23.3	Consent of DeGolyer and MacNaughton (filed herewith).

23.4	Consent of W.D. Von Gonten & Co. (filed herewith).

24.1	Powers of Attorney (included on the signature page of this Registration Statement).