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:

(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.