The following discussion and analysis of our financial condition, plan of operation and liquidity should be read in conjunction with our unaudited consolidated condensed financial statements and the notes thereto included in Part I, Item 1 of this quarterly report on Form 10-Q, and our audited financial statements and the notes thereto and our Management's Discussion and Analysis or Plan of Operation contained in our annual report on Form 10-K for the fiscal years ended March 31, 2008 and 2007.

OVERVIEW

Glen Rose Petroleum Corporation ("The Company") was incorporated in Delaware on May 22, 2008. It was formed for the sole purpose of merging with United Heritage Corporation ("UHC"), which was incorporated in Utah in 1982. After the merger, the Company became the surviving entity and assumed all of UCH's assets, liabilities and operations.
Through our subsidiary, UHC Petroleum Corporation, we operate the Wardlaw Field, located approximately 28 miles west of Rocksprings in Edwards County, Texas. The Wardlaw Field lies in the southeast portion of the Val Verde Basin with oil production from the field coming from the Glen Rose formation at a depth of less than 600 feet. The leaseholds consist of approximately 10,502 gross acres of which approximately 10,360 gross acres are undeveloped. The leaseholds include 103 wellbores. Of these wells, approximately 44 are currently capable of producing. We are in the process of evaluating the remaining wells. UHC Petroleum has a gross working interest of 100% and a net revenue interest of 75% of the Wardlaw Field production. The original lease term was extended by a period of 90 days each time a well was drilled; therefore, based on prior drilling, the primary lease term is currently extended to 2013.

Much of our production comes from swabbing operations. Our swabbing unit was down for repairs between November 21, 2008 and January 7, 2009, thus adversely affecting our oil production. During the same period we also were required to undertake repairs on our thermal pulse unit, which also adversely affected production for the quarter. Both pieces of equipment are currently operational as of the filing date of this Form 10-Q.

On May 27, 2008, the Company signed a letter of intent ("LOI") to sell for $2.5 million a 50% interest in 2,560 acres (25%) of its Wardlaw Field to Wind Hydrogen Limited ("WHL"), a company listed on the Australian Stock Exchange ("ASX"). On July 23, 2008, the Company entered into a definitive agreement relating to the transaction referenced in the LOI. In addition to the initial purchase, WHL also purchased two options for 2,560 additional acres each to expand the venture.

On June 12, 2008, WHL purchased 150,000 shares at $0.75 per share for $112,500 of the $500,000 private placement. This increased cash and Shareholders' Equity.

On June 12, 2008, WHL purchased 150,000 shares at $1.05 per share for $157,500. This increased cash and Shareholders' Equity.

On July 3, 2008, approximately 54% of the holders of the Lothian Put Option of $2,147,770 as recorded in the balance sheet elected to convert to common stock shares of the Company at a price of $0.75 per share. This reduced that current liability by $1,166,669. At the same time, approximately 41% of the Lothian Put Option holders elected to extend their options until December 31, 2009. The effect is to reduce the short term liability and create a long term liability for the same amount of $870,835. One unit holder did not make an election during the polling period. Therefore, approximately 5% of the Lothian Put Option liability will remain as a current liability for the amount of $110,268. These transactions have not closed, and are contingent upon the completion of the definitive agreements.

On September 18, 2008, the Company purchased the services of Porter LeVay (a public relations firm headquartered in New York City) for 100,000 S-8 shares and the reimbursement of out of pocket expenses. The value assigned to these shares on September 18, 2008 was $80,000 which was charged to operations.

NASDAQ informed the Company in a letter dated September 22, 2008, that it was in violation of NASDAQ Marketplace Rule 4310(c)(4) in that the closing bid price for our common stock was below $1.00 for 30 consecutive days. The NASDAQ letter stated that the Company will have until March 23, 2008 to regain compliance with Rule 4310(c)(4) by demonstrating a closing bid price of $1.00 or more for at least ten and up to twenty consecutive business days. On October 22, 2008, NASDAQ informed the Company that this time period for regaining compliance with minimum bid listing standards had been extended due to "extraordinary market conditions." Consequently, the Company now has until June 25, 2009 to regain compliance with Rule 4310(c)(4). If the Company cannot demonstrate compliance with Rule 4310(c)(4) by June 25, 2009, the NASDAQ Staff will determine whether the Company meets the NASDAQ Capital Markets initial listing criteria except for the bid price requirement. If the Company meets the initial listing criteria, it may be granted an additional 180 day compliance period. If the Company is not eligible for the additional compliance period, NASDAQ staff will provide it with a delisting notice which may be appealed to the NASDAQ Listing Qualifications Panel.

On September 24, 2008, the Company terminated its auditing relationship with Hein & Associates, LLP and began an auditing relationship with Jonathon P. Reuben CPA, Accountancy Corporation.

On September 25, 2008, the Company agreed to issue 62,500 restricted common shares to its former CEO, Scott Wilson, in exchange for the cancellation of 500,000 stock options and mutual releases of claims.

On October 6, 2008, the Company announced that it had drilled and cored 3 of the first 10 wells to be permitted on the Wardlaw lease in Edwards County and had begun the permitting process for four offset wells surrounding two of the WHL previously drilled wells, as well as two additional wells in Phase 2 (for a total of 10 additional wells) scheduled to be drilled in the fourth quarter of 2008. The Company anticipates that these 10 new wells will be drilled in partnership with WHL Energy Limited ("WHL"), under a participation agreement by which WHL is required to pay 100% of the drilling costs up to $2.5 million. In consideration for paying the drilling costs, WHL was granted a 50% working interest in the wells drilled on the first 2,560 acres of our property. The Company also announced that it was focusing on developing the core development area for its own account (100% working interest). The first (completed) phase was to re-enter and clean up 23 of the 103 existing wells. The Company also announced that it tested several production methods including the Thermal Pulse Unit, a system of injecting heated nitrogen that demonstrated responses from approximately 4 wells. Finally, the Company announced that it had received its swabbing permits for 80 of the 103 existing wells and that it had commenced swabbing operations.

As of December 31, 2008, WHL had failed to fund the $1,000,000 cash call issued by the Company on November 7, 2008. This failure is a material breach under the Participation Agreement, and the Company plans that WHL will no longer provide additional funding. This situation is addressed in the Non Consent provisions of the Participation Agreement. For this reason, the Company has slowed its develop activity at the Wardlaw field.

As a result of the WHL not funding the $1.5 million remaining on their agreement to fund Phase 1, the Company has not pursued meaningful activities since early December. This is a difficult financial period. Our common stock price has fallen, access to capital has been significantly restricted, and the recent more than steep decline in crude oil prices has adversely affected current revenue and capital efforts. Although we obtained an average price of $70.19 per barrel of crude oil for the quarter covered by this report, since then, the price of crude oil has dropped to approximately half that number. The Company is in discussions with several companies and individuals about a corporate financing, merger or acquisitions. To date, there is no signed agreement among the parties, and there are no assurances that these discussions will result in an acceptable agreement among the parties.

Bowie Operating Company ("Bowie") is an oil and gas operating company registered as an operator with the Texas Railroad Commission. It is majority-owned by Enhanced Oil Recovery (USA), Inc., a Delaware corporation that was formed in May 2008 that is majority-owned by Blackriver Petroleum LLC, a New York corporation, which, in turn, is

majority-owned by Blackwood Ventures, LLC, the Company's majority shareholder. Joseph F. "Chip" Langston, the president and chief financial officer of the Company also serves as the president of both Bowie Operating Company and Enhanced Oil Recovery USA, LLC. Transactions with Bowie should be considered related-party transactions. All transactions with Bowie were approved and signed by the chair of the Company's audit committee, Paul Hickey, an independent director. Mr. Langston signed and authorized transactions on behalf of Bowie.

On November 13, 2008, the Company loaned Bowie $50,000. This loan is interest bearing at 12 %, due on or before January 31, 2009, or the release of the security which is a $52,000 Certificate of Deposit at the Western National Bank of Dallas. The Certificate of Deposit matured on January 19, and Bowie repaid $20,000. The remaining balance of $30,000, plus interest, is currently unsecured and is due on or before March 31, 2009.

On December 9, 2008, the Company loaned Bowie Operating Company $25,000. This loan is interest bearing at 18%, due on or before March 31, 2009, and is not secured.

On January 28, 2009, the Company entered into an agreement with its majority shareholder, Blackwood Ventures LLC, for a $250,000 convertible debenture. This debenture is at 8% interest, per annum, payable in kind. This debenture is convertible into common stock of the Company at a 5% premium to the bid price on the first trading date of each calendar quarter commencing April 1, 2009. This financing will allow the Company to pay its undisputed payables, and to possibly drill four additional wells and obtain another swabbing unit.

On January 30, 2009, the Company loaned Bowie Operating Company $45,000. This loan is interest bearing at 18%, due on or before March 31, 2009.

On January 31, 2009, the Company terminated its participation agreement with WHL due to WHL's failure to pay funds.

As of February 13, 2009, the total amount due from Bowie Operating Company is $ 100,000, plus interest.

There is no assurance of further financing, and the Company would not be cash flow positive from operations without further assistance. Consequently, without further outside capital the Company would not be viable as a going concern.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q and other reports filed from time to time with the Securities and Exchange Commission by Glen Rose Petroleum Corporation (referred to as the "Company", "we", "us" or "our"), contains certain forward-looking statements and information based upon the beliefs of, and currently available to, our management, as well as estimates and assumptions made by our management regarding the Company's financial condition, future operating performance, results of operations and other statements that are not statements of historical fact. The words "expect", "project", "estimate", "believe", "anticipate", "intend", "plan", "forecast" or the negative of these terms and similar expressions and variations thereof are intended to identify such forward-looking statements. These forward-looking statements appear in a number of places in this Form 10-Q and reflect the current view of our management with respect to future events. Such forward-looking statements are not guarantees of future performance and are subject to certain important risks, uncertainties, assumptions and other factors relating to our industry and operations which could cause results to differ materially from those anticipated, believed, estimated, expected intended or planned. Some of these risks include, among other things:

· whether we will be able to find financing to continue our operations;

· whether there are changes in regulatory requirements that will adversely affect our business;

· environmental risks;

· volatility in commodity prices, supply of, and demand for, oil and natural gas;

· whether the recovery methods that we use in our oil and gas operations are successful;

· the ability of our management to execute its plans to meet its goals;

· general economic conditions, whether internationally, nationally, or in the regional and local markets in which we operate, which may be less favorable than expected;

· the difficulty of estimating the presence or recoverability of oil and natural gas reserves and future production rates and associated costs;

· the ability to retain key members of management and key employees;

· drilling and operating risks and expense cost escalations; and

· other uncertainties, all of which are difficult to predict and many of which are beyond our control.

Except as otherwise required by law, we undertake no obligation to update any of the forward-looking statements contained in this quarterly report Form 10-Q after the date of this report.

GOING CONCERN STATUS

Our financial statements have been prepared on a going concern basis which contemplates the realization of assets and the liquidation of liabilities in the ordinary course of business. As of the filing date of this quarterly report on Form 10-Q, we have incurred substantial losses from our operations and we have a working capital deficit which raises substantial doubt as to our ability to continue as a going concern. We had net loss of $2,076,819 for the nine months ended December 31, 2008 and a net loss of $3,251,650 for the fiscal year ended March 31, 2008 and, as of the same periods, we had an accumulated deficit of $48,327,614 and $46,250,796, respectively. Unless we are able to obtain the funds we need to develop our properties, there can be no assurance that we will be able to continue as a going concern.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our discussion of our financial condition and results of operations is based on the information reported in our financial statements. The preparation of our financial statements requires us to make assumptions and estimates that affect the reported amounts of assets, liabilities, revenues and expenses as well as the disclosure of contingent assets and liabilities as of the date of our financial statements. We base our assumptions and estimates on historical experience and other sources that we believe to be reasonable at the time. Actual results may vary from our estimates due to changes in circumstances, weather, politics, global economics, mechanical problems, general business conditions and other factors. Our significant accounting policies are detailed in Note 1 to our financial statements included in this Annual Report. We have outlined below certain of these policies that have particular importance to the reporting of our financial condition and results of operations and that require the application of significant judgment by our management.

Key Definitions

Proved reserves, as defined by the U.S. Securities and Exchange Commission, are the estimated quantities of crude oil, condensate, natural gas and natural gas liquids that geological and engineering data demonstrate with reasonable certainty are recoverable in future years from known reservoirs under existing economic and operating conditions. Valuations include consideration of changes in existing prices provided only by contractual arrangements, but not on escalations based upon future conditions. Prices do not include the effect of derivative instruments, if any, entered into by us.

Proved developed reserves are those reserves expected to be recovered through existing equipment and operating methods. Additional oil and gas volumes expected to be obtained through the application of fluid injection or other improved recovery techniques for supplementing the natural forces and mechanisms of primary recovery are included as proved developed reserves only after testing of a pilot project or after the operation of an installed program has confirmed through production response that increased recovery will be achieved.

Proved undeveloped reserves are those reserves that are expected to be recovered from new wells on non-drilled

acreage, or from existing wells where a relatively major expenditure is required for re-completion. Reserves on non-drilled acreage are limited to those drilling units offsetting productive units that are reasonably certain of production when drilled. Proved reserves for other non-drilled units are claimed only where it can be demonstrated with certainty that there is continuity of production from the existing productive formation.

Oil and Gas Properties

The Company follows the full cost method of accounting for crude oil and natural gas properties. Under this method, all direct costs and certain indirect costs associated with acquisition of properties and successful as well as unsuccessful exploration and development activities are capitalized. Depreciation, depletion, and amortization of capitalized crude oil and natural gas properties and estimated future development costs, excluding unproved properties, are based on the unit-of-production method based on proved reserves.

Long-Lived Assets

The Company accounts for its long-lived assets in accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS No. 144 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the historical cost carrying value of an asset may no longer be appropriate. Management assesses recoverability of the carrying value of an asset by estimating the future net cash flows expected to result from the asset, including eventual disposition. If the future net cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset's carrying value and fair value or disposable value.

Other derivatives

The Company accounts for our committed common shares in excess of the number of our authorized and unissued shares pursuant to EITF 00-19 "Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company's Own Stock." EITF 00-19, requires that we record a liability for the fair value of committed shares in excess of the authorized and unissued shares.

Committed shares are any shares on which 1) we are obligated to issue pursuant to the terms of convertible debt that we are obligated, 2) shares that we are obligated to issue pursuant to the terms of our issued and outstanding convertible preferred stock, and 3) depending on the exercise price in terms of our trading price, shares that we are obligated to issue pursuant to stock warrants and options the we granted and that are currently exercisable.

Revenue recognition

Revenue is recognized in accordance with Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial Statements," as revised by SAB No.
104. As such, revenue is recognized when persuasive evidence of an arrangement exists, title transfer has occurred, the price is fixed or readily determinable and collectability is probable. Sales are recorded net of sales discounts.

Stock Based Compensation

The Company accounts for stock-based compensation under SFAS No. 123R, "Share- based Payment" and SFAS No. 148, "Accounting for Stock-Based Compensation--Transition and Disclosure--An amendment to SFAS No. 123." These standards define a fair value based method of accounting for stock-based compensation. In accordance with SFAS Nos. 123R and 148, the cost of stock-based employee compensation is measured at the grant date based on the value of the award and is recognized over the vesting period. The value of the stock-based award is determined using the Black-Scholes option-pricing model, whereby compensation cost is the excess of the fair value of the award as

determined by the pricing model at the grant date or other measurement date over the amount an employee must pay to acquire the stock. The resulting amount is charged to expense on the straight-line basis over the period in which we expect to receive the benefit, which is generally the vesting period.

Issuance of Stock for Non-Cash Consideration

All issuances of the Company's stock for non-cash consideration have been assigned a per share amount equaling either the market value of the shares issued or the value of consideration received, whichever is more readily determinable. The majority of the non-cash consideration received pertains to services rendered by consultants and others and has been valued at the market value of the shares on the dates issued.

Net Loss per Share

The provisions of SFAS No. 128, "Earnings Per Share" ("EPS") have been adopted. SFAS No. 128 provides for the calculation of basic and diluted earnings per share. Basic EPS includes no dilution and is computed by dividing income or loss available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution of securities that could share in the earnings or losses of the entity, arising from the exercise of options and warrants and the conversion of convertible debt.

Fair Value of Financial Instruments

The Company's financial instruments consist of cash and cash equivalents, accounts payable, and notes payable. Pursuant to SFAS No. 107, "Disclosures About Fair Value of Financial Instruments," Management is required to estimate the fair value of all financial instruments at the balance sheet date. The carrying values of our financial instruments in the financial statements are considered in order to approximate their fair values due to the short -term nature of the instruments.

OFF-BALANCE SHEET ARRANGEMENTS

On May 27, 2008, the Company signed an agreement to sell a 50% net revenue interest the production of wells located on 2,560 acres (25%) of its Wardlaw Field to Wind Hydrogen Limited ("WHL"), a publicly-listed company on the Australian Stock Exchange ('ASX') for $2.5 million of which $1,500,000 has been received through November 12, 2008. We have also received an additional $300,000 from WHL through the granting of options for phase 2 and 3, which has been recorded to offset oil and gas properties. In addition to the participation and option monies received, the Company has recorded $210,000 of non-refundable Administrative and General Expense reimbursements, which are allotted for in the agreement to be reimbursed from WHL. During the quarter ended September 30, 2008, the Company assigned $197,655 to WHL for existing wells in phase 1 acreage. During the quarter ended December 31, 2008, the Company had joint interest costs of $1,194,021, which related to the drilling of initial wells and $197,665 was also assigned to WHL for existing wells in phase 1 acreage. The Wardlaw lease is a 10,502 gross acre field located in Edwards County, Texas. In addition, WHL purchased two options to expand the venture for 2,560 acres each. The WHL joint venture definitive participation agreement was completed on July 23, 2008.

As of December 31, 2008, WHL had failed to fund the $1,000,000 cash call issued by the Company on November 7, 2008. This failure is a material breach under the Participation Agreement, and the Company plans that WHL will no longer provide additional funding. This situation is addressed in the non consent provisions of the Participation Agreement. For this reason, the Company has slowed its develop activity at the Wardlaw field.

The Company has terminated its Participation Agreement with WHL Energy Limited (``WHL'') a publicly-listed company on the Australian Stock Exchange ('ASX') on January 31,2009. The Participation Agreement signed in July 2008, required that WHL pay 100% of the drilling costs, up to $2.5 million, for a 50% working interest in the first

2,546 acres (Phase 1). After funding $1.5 million and participating in the drilling of three wells, WHL was unable to meet financial requirements under the Participation Agreement. The Company provided WHL two one month extensions. Consequently, their failure to fund the balance of their required installment has now triggered the termination of the agreement effective January 31, 2009. WHL remains a shareholder and it is the Company's intent to continue operations under the non-consent penalties of the Participation Agreement, which afford the Company a 500% penalty.

RESULTS OF OPERATIONS
The following selected financial data for the nine months ended December 31,
2008 as compared to the nine months ended December 31, 2007 are derived from our
unaudited consolidated condensed financial statements included in Part I, Item 1
of this quarterly report on Form 10-Q and is qualified in its entirety by and
should be read in conjunction with such financial statements and related notes
contained therein.

                                                    Nine  months ended
                                                     December 31, 2008
                                                        (Unaudited)

                                                   2008             2007
                                                                 (Restated)
          Income Data
          Revenues                             $     96,803     $     26,266
          Depreciation and depletion                  8,342            1,014
          Total operating costs and expenses      2,173,962        2,538,208

          Loss from operations                   (2,077,159 )     (2,511,942 )

          Income tax                                      -                -

          Net loss                             $ (2,076,819 )   $ (2,265,553 )


          Basic and diluted loss per share     $      (0.21 )   $      (0.35 )
          Weighted average:
          Number of shares outstanding            9,841,345        6,557,931

Oil and Gas Results

Our revenues increased $70,357, or approximately 269%, from $26,266 for the nine months ended December 31, 2007 to $96,803 for the nine months ended December 31, 2008. The Wardlaw Field in Edwards County, Texas, is producing approximately 55 barrels of oil per day.

Our total operating costs and expenses decreased $364,246, or approximately 14%, from $2,538,208 for the nine months ended December 31, 2007, to $2,173,962 for the nine months ended December 31, 2008. This decrease in our operating expenses was primarily attributable to decreases in spending on maintenance and repairs and legal expenses.

Our depreciation and depletion increased by $7,328, or approximately 723%, from $1,014 for the nine months ended December 31, 2007, to $8,342 for the nine . . .