Prospectus excerpt:  This prospectus supplement relates to the offer and sale of up to 180,000 shares of our 8.5% Series A Cumulative Preferred Stock, par value $0.001 per share ("Series A Preferred Stock"), from time to time through McNicoll, Lewis & Vlak, LLC ("MLV"), as our sales agent. These sales, if any, will be made in accordance with the terms of a sales agreement between MLV and us. A form of such sales agreement has been filed as an exhibit to the Current Report on Form 8-K of Evolution Petroleum Corporation, filed with the Securities and Exchange Commission (the "SEC") on July 15, 2011. Such exhibit is incorporated herein by reference. Our certificate of incorporation, as amended, authorizes us to issue up to 5,000,000 shares of preferred stock in one or more series on terms that may be determined at the time of issuance by our board of directors, 1,000,000 of which have been designated as shares of Series A Preferred Stock. As of July 15, 2011, 220,000 shares of Series A Preferred Stock were outstanding and listed on the NYSE Amex under the symbol "EPM.PR.A.".

Sales of shares of our Series A Preferred Stock, if any, by MLV will be made in privately negotiated transactions or in any method permitted by law deemed to be an "at-the-market" offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, at negotiated prices, at prices prevailing at the time of sale or at prices related to such prevailing market prices, including sales made directly on the NYSE Amex or sales made through a market maker other than on an exchange. MLV will make all sales using commercially reasonable efforts consistent with its normal sales and trading practices on mutually agreed upon terms between MLV and us. Under the terms of the sales agreement, MLV will be compensated in an amount ranging from 3% to 5% of the gross proceeds from the sales of shares of Series A Preferred Stock. There is no arrangement for funds to be received in any escrow, trust or similar arrangement.

You should read this prospectus supplement, particularly the "Risk Factors" beginning on page S-14 and the prospectus filed with our registration statement on Form S-3 (File No. 333-174552), and any information incorporated by reference therein carefully before you invest. We also encourage you to read the documents described in "Where You Can Find More Information" of this prospectus supplement for more information on us.

Dividends on the Series A Preferred Stock will generally be payable monthly in arrears on the last day of each calendar month. With respect to shares of Series A Preferred Stock issued in July 2011, we have previously declared a $0.177083 per share dividend, payable August 1, 2011 to holders of record on July 21, 2011. With respect to subsequent monthly dividend periods, we anticipate setting the record dates as of approximately the fifteenth of every month, or such other date we establish no less than 10 days and no more than 30 days preceding the payment date with dividends to be paid at the end of the month to such holders of record. Holders of Series A Preferred Stock will only be entitled to dividend payments for each monthly dividend period pursuant to which they are the holder of record as of the applicable record date. Accordingly, any shares of Series A Preferred Stock initially issued after the record date for a monthly dividend period will not be entitled to dividends for such monthly dividend period.

Dividends will be in the amount of $2.125 per share each year, which is equivalent to 8.5% of the $25.00 liquidation preference per share. If the Series A Preferred Stock, however, is not listed on a "national exchange," as defined in this prospectus supplement, for a total of at least 180 consecutive days or if we fail to pay cash dividends on the outstanding Series A Preferred Stock in full for any monthly dividend period within a quarterly period for a total of four consecutive or non-consecutive quarterly periods and such dividends remain accumulated, accrued and unpaid, subject to our right to remedy these matters as described in this prospectus supplement, investors will be entitled to receive cumulative cash dividends at the increased rate of 10.5% per annum of the $25.00 liquidation preference per share (equivalent to $2.625 per year per share) as outlined in this prospectus supplement.

Investors in our Series A Preferred Stock generally will have no voting rights other than with respect to the authorization or creation of shares ranking senior to the Series A Preferred Stock, matters directly and adversely impacting the rights of the holders and for certain share exchanges and other acquisitions. However, holders will have limited voting rights if the Series A Preferred Stock is not listed on a national exchange for at least 180 consecutive days, we fail to make a monthly dividend payment on the outstanding Series A Preferred Stock during a quarterly period for four or more consecutive or non-consecutive quarters and such dividends remain accumulated, accrued and unpaid and under certain other circumstances. The voting rights of investors in our Series A Preferred Stock are further described in this prospectus supplement under "Description of Series A Preferred Stock?Voting Rights."

We may not redeem the Series A Preferred Stock before July 1, 2014, except as described below. On or after July 1, 2014, we may, at our option, redeem the Series A Preferred Stock, in whole or in part, by paying $25.00 per share, plus any accrued and unpaid dividends to the redemption date. If at any time a "Change of Ownership or Control," as defined in this prospectus supplement, occurs, we (or the acquiring company) will have the option to redeem the Series A Preferred Stock, in whole but not in part, within 90 days after the date on which the Change of Ownership or Control has occurred at specified redemption amounts as described in this prospectus supplement. Our Series A Preferred Stock has no stated maturity, will not be subject to any sinking fund or other mandatory redemption, and will not be convertible into any of our other securities.

Our shares of Series A Preferred Stock are listed on the NYSE Amex under the symbol "EPM.PR.A." On July 14, 2011, the last reported sales price of our Series A Preferred Stock on the NYSE Amex was $25.65 per share.