FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * Mulacek Phil E (Last) (First) (Middle) 25025 I 45 NORTH SUITE 420 (Street) THE WOODLANDS TX 77380 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/15/2021	3. Issuer Name and Ticker or Trading Symbol EMPIRE PETROLEUM CORP [ EP ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year) 03/24/2021
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	8,558,185 (1)	D
Common Stock	1,698,000 (1)	I	By Petroleum Independent & Exploration LLC
Common Stock	1,515,000 (1)	I	By Big Red Revocable Trust
Common Stock	1,323,996 (1) (2)	I	By Five Sterling LP
Common Stock	62,896 (1) (3)	I	By spouse

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Warrant (Right to Buy)	03/24/2021	12/31/2022	Common Stock	398,000 (1)	0.5 (1)	I	By Petroleum Independent & Exploration LLC
Common Stock Warrant (Right to Buy)	03/24/2021	12/31/2022	Common Stock	30,000 (1)	0.5 (1)	I	By Big Red Revocable Trust
Common Stock Warrant (Right to Buy)	03/24/2021	12/31/2022	Common Stock	60,000 (1)	0.5 (1)	I	By Five Sterling LP
Common Stock Warrant (Right to Buy)	03/24/2021	12/31/2022	Common Stock	60,000 (1)	0.5 (1)	I	By spouse

Explanation of Responses:

1. All share numbers and exercise prices are stated prior to giving effect to Empire's 1-for-4 reverse common stock split, which became effective on March 7, 2022.

2. This amendment is being filed to report 8,996 shares of common stock that were erroneously omitted from the beneficial ownership of Five Sterling LP.

3. This amendment is being filed to report 2,896 shares of common stock that were erroneously omitted from the beneficial ownership of Mr. Mulacek's spouse.

Remarks:

Mr. Mulacek is a director as of the date of this amendment, but was not a director as of the date of the filing of the original Form 3.

	/s/ Phil E. Mulacek	04/24/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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