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<SEC-DOCUMENT>0001072613-09-000608.txt : 20090324
<SEC-HEADER>0001072613-09-000608.hdr.sgml : 20090324
<ACCEPTANCE-DATETIME>20090324165536
ACCESSION NUMBER:		0001072613-09-000608
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20090324
ITEM INFORMATION:		Regulation FD Disclosure
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20090324
DATE AS OF CHANGE:		20090324

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			EMPIRE PETROLEUM CORP
		CENTRAL INDEX KEY:			0000887396
		STANDARD INDUSTRIAL CLASSIFICATION:	CRUDE PETROLEUM & NATURAL GAS [1311]
		IRS NUMBER:				731238709
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-16653
		FILM NUMBER:		09701881

	BUSINESS ADDRESS:	
		STREET 1:		15 E 5TH STREET
		STREET 2:		SUITE 4000
		CITY:			TULSA
		STATE:			OK
		ZIP:			74103
		BUSINESS PHONE:		918-587-8093

	MAIL ADDRESS:	
		STREET 1:		15 E 5TH STREET
		STREET 2:		SUITE 4000
		CITY:			TULSA
		STATE:			OK
		ZIP:			74103

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	AMERICOMM RESOURCES CORP
		DATE OF NAME CHANGE:	19951115

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	AMERICOMM CORP
		DATE OF NAME CHANGE:	19930328
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8-k_16387.txt
<DESCRIPTION>FORM 8-K DATED MARCH 24, 2009
<TEXT>
================================================================================

                              UNITED STATES

                   SECURITIES AND EXCHANGE COMMISSION

                        Washington, D.C.  20549

                                 FORM 8-K

                              CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d)

                 OF THE SECURITIES EXCHANGE ACT OF 1934

            Date of Report (Date of earliest event reported):
                            March 24, 2009

                      EMPIRE PETROLEUM CORPORATION


        (Exact name of registrant as specified in its charter)


          Delaware                       0-20193                 73-1238709
(State or other jurisdiction    (Commission File Number)       (IRS Employer
      of Incorporation)                                      Identification No.)

8801 S. Yale, Suite 120                      74137-3575
(Address of principal executive office)      (Zip Code)


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

Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):

[ ]  Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)

[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))
================================================================================
<PAGE>

ITEM 7.01  Regulation FD Disclosure.

     On March 24, 2009, the registrant sent out a letter to the
shareholders.  A copy of the letter is attached to this report as Exhibit
99.1 and is being furnished pursuant to Regulation FD.

ITEM 9.01  Financial Statements and Exhibits.

         (d)  Exhibits

              99.1  Letter to the shareholders of Empire Petroleum Corporation
                    dated March 24, 2009

<PAGE>


                                  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 hereunto duly authorized officer.

Date:  March 24, 2009

Empire Petroleum Corporation

BY: /s/ Albert E. Whitehead
    Chief Executive Officer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>exhibit99-1_16387.txt
<DESCRIPTION>PRESS RELEASE DATED MARCH 24, 2009
<TEXT>
                                                                    EXHIBIT 99.1
                                                                    ------------


March 24, 2009



Dear Shareholder:

     We decided that it is timely to write you a letter outlining our
exploration plans.  You probably know that we keep our 10-K's and 10-Q's
current and that they can be accessed through the internet; however, with
this letter we hope to bring you more directly up-to-date on our activities:

                      GABBS VALLEY PROSPECT, NEVADA

     After having done considerable geological study and conducting a
geophysical program, the Company drilled the Empire Cobble Cuesta 1-12-12N-34E
in Nye County, Nevada in 2006.  The well was drilled to 5,195 feet and
encountered oil shows from 2,000 feet to total depth.  Operations were
suspended at 5,195 feet while logs were run in the well and evaluated.
Testing was carried out several months after the well was suspended with only
drilling mud recovered.  After some study, we determined that the mud drilling
system used in drilling the well caused swelling which likely choked off any
chance of recovering oil.  We now believe that by drilling differently (i.e.
by air drilling), we will have a much better chance of recovering oil in our
next test well.  Additionally, in an effort to learn more about the potential
of our prospect, last December, we carried out through independent experts an
Amplified Geochemical Imaging Survey over 16 square miles, which was located
on the high part of the Cobble Cuesta Structure and which, covers
approximately 75,000 acres.  We believe the results of this survey are
encouraging in that it seems to indicate that there is oil in the structure.
Based on the results of our well and the various studies we have carried out,
we believe we have identified a potential world class oil prospect and we are
planning a new test well which will be drilled about three quarters of a mile
northeast of the 1-12 well.  We plan to drill the well to approximately 7,500
feet, which should penetrate the Triassic Formation, the likely source of the
oil encountered in the first well.  The Company has a fifty seven (57%)
percent interest in this prospect on which we now own leases of 85,145 acres.
We will need either to farmout an interest to a third party for paying our
share of the costs or raise additional capital and drill the well ourselves.
Management would prefer to raise additional capital and keep the 57% interest
because of lesser possible dilution to the shareholders and due to the
potential of this prospect, which we hope to commence drilling by June 1, 2009.

<PAGE>

                     CHEYENNE RIVER PROSPECT, WYOMING

     The Company and its partners have farmed out and made a partial sale of
its 20,284 leasehold acres and two oil wells to M & K Oil Company.  M & K
agreed to drill three wells, which would earn it a 100% working interest in
the 160 acre lease on which it drilled subject to a 3.125% overriding royalty
to the Company and its partners and a 50% interest in the balance of the
farmout leases.  As of this date, M & K has drilled two wells, one of which
resulted in a small oil well and the other a dry hole.  A third test well has
been staked and is awaiting permission from the State to drill.  The Company
is considering selling its interest in this prospect.

                       OTHER CORPORATE INFORMATION

     Statements in this letter other than purely historical information,
including statements relating to the Company's future plans and objectives or
expected results, constitute "forward-looking statements" within the meaning
of Federal securities laws.  Forward-looking statements are based on numerous
assumptions and are subject to all of the risks and uncertainties incident to
the Company's business, including risks relating to the Company's ability to
secure a third party farmee or raise additional capital to develop its
prospect, risks inherent oil and gas exploration and development and other
risks described in the reports and statements filed by the Company with the
Securities and Exchange Commission.  As a result, actual results may vary
materially from those described in the forward-looking statements.   To see
copies of our 10-K's and 10-Q's please go to the following website:
http://www.sec.gov/edgar.shtml.  If you have any questions about our
activities, please feel free to write or call the Company at (918) 488-8068.


                                       Yours very truly,



                                       A. E. Whitehead
                                       President

AEW/gs



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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