UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the RegistrantST

Filed by a Party other than the Registrant£o

Check the appropriate box:

THE RESERVE PETROLEUM COMPANY

(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):

THE RESERVE PETROLEUM COMPANY

Notice of 20122014

Annual Meeting

and

Proxy Statement

THE RESERVE PETROLEUM COMPANY

6801 Broadway Ext., Suite 300

Oklahoma City, Oklahoma 73116-9037

April 20, 201221, 2014

Dear Stockholder:

On behalf of the Board of Directors, it is my pleasure to invite you to attend the 20122014 Annual Meeting of Stockholders of The Reserve Petroleum Company on Tuesday, May 22, 2012,20, 2014, at 3:00 p.m. local time, in Oklahoma City, Oklahoma. Information about the Annual Meeting is presented in the following pages.

The Annual Meeting will begin with a discussion and vote on the matters set forth in the accompanying Notice of 20122014 Annual Meeting of Stockholders and Proxy Statement, followed by a discussion on any other business matters that are properly brought before the Annual Meeting.

Your vote is very important. We encourage you to read the Proxy Statement and vote your shares as soon as possible. Whether or not you plan to attend, you can be sure your shares are represented at the Annual Meeting by promptly completing, signing, dating and returning your Proxy Card in the enclosed envelope.

This Proxy Statement and the Company’s 20112013 Annual Report on Form 10-K are also available on the websitehttps://materials.proxyvote.com/761102 and on the Company’s websitehttp://www.reserve-petro.com.www.reserve-petro.com.

If you will need special assistance at the Annual Meeting because of a disability, please contact James L. Tyler, 2^nd Vice President,Corporate Secretary, at (405) 848-7551.

Thank you for your continued support of The Reserve Petroleum Company. We look forward to seeing you on May 22.20th.

Sincerely,

/s/ Mason McLain 

Mason Kyle McLain

Chairman of the Board

TABLE OF CONTENTSCONTENT

Page

§To be voted on at the Annual Meeting

THE RESERVE PETROLEUM COMPANY

6801 Broadway Ext., Suite 300

Oklahoma City, Oklahoma 73116-9037

NOTICE OF 20122014 ANNUAL MEETING OF STOCKHOLDERS

To The Stockholders:

The 20122014 Annual Meeting of Stockholders of The Reserve Petroleum Company (the “Company”) will be held on Tuesday, May 22, 2012,20, 2014, at 3:00 p.m. local time, at the offices of the Company at 6801 Broadway Ext., Suite 300, Oklahoma City, Oklahoma forOklahoma. The Stockholders will vote on the following purposes:matters:

1. Election of nine Directors for a one-year term,

2. Ratification of the Selection of HoganTaylor LLP as the Company’s Independent Registered Public Accountants for 2014, and

3. Such other business as may properly come before the Annual Meeting or any adjournment thereof.

The Board of Directors has fixed the close of business on April 13, 2012,17, 2014, as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting.

STOCKHOLDERS ARE URGED TO VOTE, SIGN, DATE AND RETURN PROMPTLY THE ENCLOSED PROXY CARD IN THE ENCLOSED PREPAID ENVELOPE.It is desirablethat as many stockholders as possible be represented at the Annual Meeting. Consequently, whether or not you now plan to attend in person, please vote, sign, date and return the enclosed Proxy Card. If you attend the Annual Meeting, you may vote your shares in person even though you have previously signed and returned your Proxy Card.

		By Order of the Board of Directors,
	/s/ Mason McLain
	Mason McLain	James L. Tyler
	Chairman of the Board	Corporate Secretary

April 21, 2014

PROXY STATEMENT

GENERAL

The enclosed proxy is solicited on behalf of the Board of Directors (the “Board”) of The Reserve Petroleum Company (the “Company”, “we”, “our” or “us”) for the 20122014 Annual Meeting of Stockholders (the “Annual Meeting”) to be held at the principal executive offices of the Company, 6801 Broadway Ext., Suite 300, Oklahoma City, Oklahoma 73116-9037, on Tuesday, May 22, 2012,20, 2014, at 3:00 p.m. local time, or any adjournment thereof. This Proxy Statement and Proxy Card are first being sent to the stockholders on or about April 20, 2012.21, 2014. The proxy will be voted at the Annual Meeting if the signer of the Proxy Card was a stockholder of record on April 13, 201217, 2014 (the “Record Date”).

SOLICITATION OF PROXIES

The Company will bear the costs of solicitation, which are estimated to be $36,500,$41,000, of which approximately $23,500$26,500 has been spent to date. Solicitation of proxies may be made by Broadridge, personal interview, mail or telephone by Directors, officers, and regular employees of the Company. Copies of proxy material and of the Company’s 20112013 Annual Report on Form 10-K may also be supplied to holders of record, as well as to brokers, dealers, banks and voting trustees or their nominees, for the purpose of soliciting proxies from the beneficial owners, and the Company will reimburse those holders for their reasonable forwarding expenses.

VOTING RIGHTS AND OUTSTANDING SHARES

Voting rights are vested exclusively in the holders of the Company’s common stock, par value $0.50 per share, with each share entitled to one (1) vote on each matter coming before the Annual Meeting. Only stockholders of record at the close of business on the Record Date will be entitled to receive notice of and to vote at the Annual Meeting. On the Record Date, there were 160,956.64159,019 shares of common stock of the Company outstanding and entitled to be voted.

The presence, in person or by proxy, of the holders of a majority of the outstanding shares of common stock of the Company entitled to vote is necessary to constitute a quorum at the Annual Meeting. The shares represented by any and all proxies received by the Company will be counted towards a quorum, notwithstanding that any such proxies contain thereon an abstention or a broker non-vote. Notwithstanding the Record Date, the Company’s stock transfer books will not be closed and shares may be transferred subsequent to the Record Date. However, all votes must be cast in the names of the stockholders of record on the Record Date.

All votes will be tabulated by the Inspector of Election appointed for the Annual Meeting, who will separately tabulate votes for, votes against, abstentions and broker non-votes. The approval of each proposal described in this Proxy Statement requires the affirmative vote of a majority of the shares of common stock represented at the Annual Meeting and entitled to vote, provided a quorum is present. Proxies specifying “withheld authority to vote” or “abstain” will not be counted as votes cast, but will have the same effect as a vote “against” a proposal, while a broker non-vote will have no effect.

If sufficient shares are not present to provide a quorum on May 22nd,20th, the Annual Meeting, after the lapse of at least half an hour, will be adjourned by those present or represented and entitled to vote. Those stockholders entitled to receive notice of and to vote at the Annual Meeting will be sent written notice of an adjournment meeting to be held with a quorum of those present in person or by proxy at such meeting. Under the Restated Bylaws of the Company, any number of stockholders, in person or by proxy, will constitute a quorum at the adjournment meeting.

A list of the stockholders entitled to vote at the Annual Meeting will be available for inspection during ordinary business hours at the offices of the Company for a period of ten (10) days preceding the Annual Meeting and at the Annual Meeting for purposes relating to the Annual Meeting.

You can ensure that your shares are voted at the Annual Meeting by submitting your instructions by completing, signing, dating and returning the enclosed Proxy Card in the envelope provided. Submitting your instructions by Proxy Card will not affect your right to attend the Annual Meeting and vote. A stockholder who gives a proxy may revoke it at any time before it is exercised by voting in person at the Annual Meeting, by delivering a subsequent proxy or by notifying James L. Tyler, the Inspector of Election, in writing of such revocation.

A stockholder of record on the Record Date may vote in one of the following ways:

• by the Internet @ www.proxyvote.com; or
• by telephone @ 1-800-690-6903; or
• by completing and mailing the Proxy Card; or
• by written ballot at the Annual Meeting.

If you vote by the Internet, by telephone, or by mail, your vote must be received by 11:59 p.m. Eastern Time on Monday, May 19, 2014, the day before the Annual Meeting.

Your shares will be voted as you indicate on your Proxy Card. If you return your Proxy Card, but you do not indicate your voting preferences, the proxies will vote your shares FOR Proposals 1 (Election of Directors) and 2 (Ratification of the nominees for Directors, FOR amendingSelection of HoganTaylor LLP as the Company’s Certificate of Incorporation to reduce the authorized shares of common stock from 400,000 shares to 200,000 shares, FOR the ratification of the selection of HoganTaylor as independent registered public accountantsIndependent Registered Public Accountants for 2012,2014) and in their discretion for such other matters as may come before the Annual Meeting.

If your shares are held in a brokerage account in your broker’s name (this is called street name), you should follow the voting directions provided by your broker or nominee. You may complete and mail a voting instruction card to your broker or nominee. Your shares should be voted by your broker or nominee as you have directed.

If your shares are held in street name, and you wish to have your shares voted for the electionFOR Proposal 1 (Election of Directors and for amending the Company’s Certificate of Incorporation to reduce the authorized shares of common stock from 400,000 shares to 200,000 shares,Directors), you must either (i) instruct the record holder how to vote your shares;shares or (ii) bring a brokerage statement or other proof of ownership of the Company’s stock as of the Record Date with you to the Annual Meeting.

We will pass out written ballots to anyone who wants to vote at the Annual Meeting.

For additional information concerning the manner of proxy solicitation and voting, please see “Additional Information” beginning on page 1312 of this Proxy Statement.

PROPOSAL 1 – ELECTION OF DIRECTORS

INFORMATION RELATING TO DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS

Proposal 1: To Elect Nine Directors

Directors and Director Nominees

The Company elects all Directors of the Board each year. Because we are a very small company with only eight employees, we try to keep the process of operating the Company as uncomplicated as possible. At the same time, we make every effort to complyour objective is full compliance with all of the Securities and Exchange Commission (“SEC”) rules and regulations required of all public companies that are smaller reporting companies, as that term is defined in Rule 12b-2 of the Securities Exchange Act of 1934 as amended (the “Exchange Act”). We have been in business since 19321931 and try to operate the Company today using the same principles as when the Company was formed. Our operations have progressed as technology has advanced. As indicated later in the Director Compensation section of this Proxy Statement, the Company’s Directors’ fees are nominal, and we have no stock incentive based compensation for the Directors, executive officers or employees. Accordingly, all existing Directors are re-nominated each year, unless they elect not to serve.

The least senior member of the Board has served eleventhirteen years and has agreed to be nominated for a twelfthfourteenth year. The Company has neither nominated nor elected any Director who was not currently serving on the Board since the Company’s Statement of Governance Principles and Charter of the Nominating Committee were adopted by the Board in 2004. The Statement of Governance Principles was amended as of March 29, 2011. At the time these documents were adopted or amended, as the case may be, all members of the Board met the qualifications set out in those documents and continue to do so.

Each non-employee Director was originally nominated to serve on the Board based on his individual business background. Our current Directors and nominees have a wide variety of business experience including some with petroleum industry experience and some without any petroleum industry experience.

Some nominees have large corporate background work experience and some have experience working in or managing smaller companies or their own company. Because of the Company’s practice of re-nominating the current Directors, the primary qualification that led to each nominee being chosen to serve as a director for the coming year is their prior service and experience as a Director.

In light of the Company’s business and structure, the diversity of the Board is limited to the variety of business experience and backgrounds of the current Director nominees.

The nine persons named below are nominees for election as Directors of the Company to serve until the next annual meeting of stockholders and until their respective successors are elected and qualified. If any nominee is unable to serve, which the Company has no reason to expect, the persons named in the accompanying Proxy Card intend to vote for the balance of those named and, if they deem it advisable, for a substitute nominee.

Each nominee is currently a Director and each has served continuously as a Director since the date of his first election or appointment to the Board. The Board has determined that the following Directors are independent, as independence is defined in Rule 5605(a)(2) of the NASDAQ listing standards:Listing Rules: Jerry Crow, Marvin E. Harris, William M. (Bill) Smith and Doug Fuller.

The Board recommends a vote FOR each nominee for Director set forth below.

The following information and the information set forth in “Executive Officers” pertains to each person’s (i) age as of April 13, 2012;17, 2014; (ii) principal occupations for at least the past five years; and (iii) directorships in other public and private companies at any time during the past five years.

¹ Member of Executive Committee.

Executive Officers

The following persons are the executive officers of the Company:

¹As Chairman Emeritus, Mason McLain is considered an executive officer of the Company.

Mason McLain, Director and Chairman Emeritus, and Robert T. McLain, Director, are brothers. Cameron R. McLain, Director, CEO and President, and Kyle L. McLain, Chairman, Director and Executive Vice President, are sons of Mason McLain.

Mason McLain,currently servingChairman Emeritus since May 30, 2013, served as Chairman served asand Chief Executive Officer (“CEO”) from May 6, 1969 until May 19, 2009, when he relinquished thatthe CEO title. He had previously served as President from 1969 to 2008, 1^st Vice President from 1966 to 1969, and 2^nd Vice President from 1958 to 1966. Mr. McLain devotes substantially all of his time to the affairs of the Company, although he is permitted to and does devote part of his time and efforts to the activities of affiliated organizations. Those organizations are Mesquite Minerals, Inc. (formerly Royalty Pooling Company), Mid-American Oil Company Lochbuie Holding Company and Lochbuie Limited Partnership,Liability Company, all of which are engaged in varying aspects of the oil and gas industry. Mr. McLain holds a Bachelors degree in Petroleum Engineering from the University of Oklahoma. He is also a director of Webber Investment Company, Mid-American Oil Company and Mesquite Minerals, Inc. and Lochbuie Holding Company.

Cameron R. McLain was elected Chief Executive Officer on May 19, 2009, and President of the Company on May 20, 2008. He also serves as Exploration Manager and has served in that capacity continuously since his employment on May 9, 1982. Mr. McLain devotes substantially all of his time to Company affairs; however, he devotes a part of his time and efforts to the activities of affiliated organizations. He was previously employed from May 1980 to May 1982 as a Southern Oklahoma exploration geologist for Cities Service Oil and Gas Company. Mr. McLain has a Bachelor of Science degree in Geology from the University of Oklahoma and a Master of Business Administration degree from Oklahoma City University. He is also a director and officer of Mid-American Oil Company and Mesquite Minerals, Inc.

Kyle McLain was elected Chairman on May 30, 2013, and Executive Vice President on May 20, 2008. He also serves as Production Manager and has served in that capacity continuously since his employment on May 12, 1984. He devotes substantially all of his time to the affairs of the Company, although he spends a part of his time and efforts on the activities of affiliated organizations. Mr. McLain was previously employed as a reservoir engineer for Gulf Oil Corporation from May 1980 to May 1984. He has a Bachelor of Science degree in Petroleum Engineering from the University of Oklahoma. Mr. McLain is also a director and officer of Mid-American Oil Company and Mesquite Minerals, Inc.

Robert T. McLain served as 1^stVice President of the Company from May 4, 1976, until he retired May 20, 2008. Prior to that date, he was Secretary-Treasurer of the Company from 1972 to 1976. He is Chairman of the Board of the Mull Corporation. Mr. McLain had previously served as Chairman and Chief Executive Officer of Bunte’Bunte¢ Candies, Inc. from 1972 to 1991. He holds a Bachelor of Science degree in Business Administration and a Doctor of Laws degree from the University of Oklahoma. Mr. McLain is also a director of Mid-American Oil Company and Mesquite Minerals, Inc. and Lochbuie Holding Company.

Robert L. Savage is President of Leonard Securities, Inc., a FINRA Broker Dealer, which he formed in 1997. He is also President of Leonard Agency, Inc. and Leonard Investment Advisors, Inc. Mr. Savage was previously employed as an Account Executive with Reynolds Securities and subsequently Dean Witter Reynolds from 1975 to 1989. He was Vice President with Park Avenue Securities, Inc. from January 1989 to May 1994 and Century Investment Group, Inc. from May 1994 to September 1997. He has a Bachelors degree in Business Administration from Trinity University, San Antonio, Texas, and a Master of Business Administration degree from Southern Methodist University, Dallas, Texas.

Jerry L. Crow was employed by the Company from April 1976 until he retired in December 2003. He served as Secretary-Treasurer and 2^nd Vice President during his employment. Mr. Crow holds a Bachelors and Masters degree in Business Administration from West Texas A&M University, and is a Certified Public Accountant in both Texas and Oklahoma. He is also a director of Mid-American Oil Company and Mesquite Minerals, Inc.

Marvin E. Harris, Jr.iswas recently hired as a senior software developer by Devon Energy. From January 2011 until January 2014, he was employed as a Principal Analyst with Southwest Research Institute. He was formerlyserved as President of Tetron Software, a computer software company, which he formed onfrom January 3, 1994. Until that date, he had been1994 until January 2011. He was employed as President of RDS Services, Inc., a computer software company, since April 15, 1991.from 1991 until 1994. He was previously employed by Intel Corporation from 1984 until 1991. Mr. Harris holds a Bachelor of Science degree from the University of Alabama, a Master of Science degree from the University of Alabama in Birmingham, and a Master of Business Administration degree from Southern Methodist University.

William M. (Bill) Smith is the owner of W.M.W. M. Smith Energy, LLC, a geological consulting company, which he formed January 1, 2008. Prior to that date, he had served as Manager of Geology at Bracken Operating, LLC since 1994 and was also part owner. Mr. Smith joined Bracken Exploration Co. as an Exploration Geologist in 1981 and became Vice President of Geology until 1986. In 1986, he assisted in forming Bracken Energy Company, for whom he was an employee and part owner. Mr. Smith earned a Bachelor of Science degree in Geology from the University of Oklahoma in 1980 and was employed by Samedan Oil Corporation from 1980 through 1981.

Doug Fuller is the President and Chief OperatingExecutive Officer of Quail Creek Bank where he has been employed since April 20, 2009. He was previously employed as Membership Director with Leadership Oklahoma from May 2007 until April 2009. Before that, Mr. Fuller had been in banking since 1980 and was an executive officer with Bank of Oklahoma from 1992 until 2007. He has a Bachelor of Business Administration degree in Finance from the University of Oklahoma and a Masters of Business Administration degree from Oklahoma City University. Mr. Fuller is also a director of Quail Creek Bank.Bank, The Bankers Bank, the Oklahoma Bankers Association and the Last Frontier Council of the Boy Scouts of America.

James L. Tylerwas employed by the Company on August 1, 2003, and was elected 2nd Vice President and Secretary-Treasurer, effective January 1, 2004, to replace Jerry L. Crow. Mr. Tyler devotes substantially all of his time to the affairs of the Company, although he devotes a part of his time and efforts to the activities of affiliated organizations. Mr. Tyler was previously employed as Vice-President Controller for Grace Petroleum Corporation from May 1979 to May 1994 and Controller for MCNIC Oil & Gas, Inc. from June 1994 to April 1999. From May 1999 until March 2003, he was employed as Controller for Express Ranches and Accounting Manager for Bison Drilling Company. Mr. Tyler holds a Bachelor of Science degree in Accounting from the University of Central Oklahoma, Edmond, Oklahoma, and is a Certified Public Accountant in Oklahoma.

Involvement in Certain Legal Proceedings

On August 16, 2005, Robert L. Savage executed NASD Letter of Acceptance, Waiver and Consent No. E052004004203 (the “AWC”) for the purpose of settling alleged violations of NASD Conduct Rules by Mr. Savage and by Leonard Securities, Inc. (“Leonard Securities”), of which he is President. Without admitting or denying the allegations or findings, Mr. Savage and Leonard Securities accepted and consented to the entry of the following findings by the NASD: (i) that during the period on or about April 11, 2002, through on or about January 9, 2003, Leonard Securities, acting through its president, Mr. Savage, failed to establish, maintain and enforce a system of supervision reasonably designed to ensure compliance with NASD Conduct Rule 2310; (ii) that Leonard Securities had no system, other than review of daily order tickets and monthly customer statements, designed to detect mutual fund switching and short-trading of mutual funds; (iii) that reviews of daily order tickets were inadequate because mutual fund sale and purchase transactions were often entered on different days; (iv) that reviews of monthly customer statements were inadequate because the statements did not disclose commission charges or the mutual fund purchase date; and (v) that such acts, practices and conduct constitute separate and distinct violations of NASD Conduct Rules 3010(a) and 2110 by Leonard Securities and Mr. Savage. The NASD imposed the following sanctions: (a) a monetary fine in the amount of $10,000 was assessed against Mr. Savage and Leonard Securities, jointly and severally; (b) a 10 business-day suspension of Mr. Savage from association with any NASD member in any principal capacity was imposed; and (c) Leonard Securities and Mr. Savage, jointly and severally, were required to pay restitution in the total amount of $14,259.00, which represented the excess commissions paid by the customers of Leonard Securities in the purchase of mutual funds, plus accrued interest. Mr. Savage and Leonard Securities have fully complied with the terms and conditions of the AWC. As set forth in the AWC, Mr. Savage has not previously been the subject of a formal disciplinary action by any regulatory body.

Certain Relationships and Related Transactions

The Company is affiliated by common management and ownership with Mesquite Minerals, Inc. (“Mesquite”), Mid-American Oil Company (“Mid-American”), and Lochbuie Limited Partnership (“LLTD”) and Lochbuie HoldingLiability Company (“LHC”LLC”). The Company also owns interests in certain producing and non-producing oil and gas properties as tenants in common with Mesquite, Mid-American and LLTD.LLC. Mason McLain, a Director and former CEO of the Company, is a director of Mesquite and Mid-American. Jerry Crow and Robert T. McLain, Directors of the Company, are directors of Mesquite and Mid-American. Kyle McLain and Cameron R. McLain are sons of Mason McLain, who owns more than 5% of the Company, and are Directors and officers of the Company. Both are directors and officers of Mesquite and Mid-American. Mason McLain and Robert T. McLain, who are brothers, each own an approximate 32% limited partnera 33.33% interest in LLTD and a 33.33% ownership in LHC. Mason McLain is president of LHC, the general partner of LLTD.LLC. Robert T. McLain is not an employee of any of the above entities and devotes only a small amount of time conducting their business.

The above named officers and Directors, as a group, beneficially own approximately 29%28% of the common stock of the Company, approximately 33% of the common stock of Mesquite and approximately 19% of the common stock of Mid-American. Each of these three corporations has only one class of stock outstanding. Note 12 to the Company’s Financial Statements contained in Item 8, “Financial Statements and Supplementary Data” of the Company’s Form 10-K for the fiscal year ended December 31, 2011,2013, includes additional disclosures regarding these relationships. See “Additional Information.”

Robert L. Savage, a Director, is also the President of Leonard Securities, Inc. (“LSI”). LSI manages the Company’s portfolio of “Trading Securities,” and this asset was listed in the Company’s December 31, 2011,2013, balance sheet at $398,964,$586,708, which represents the year-end market price of the securities in the portfolio. The $398,964$586,708 represents securities with a cost of $449,894, less$489,489, plus a market adjustment of ($50,930).$98,219. LSI earned $7,615$8,896 in broker commissions and fees on the securities bought and sold in 2011.2013. Realized gains (net of losses) on the securities sold totaled $80,949$37,813 in 2011.2013.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners

The following table sets forth information regarding the only persons known by the Company to be beneficial owners of more than 5% of the Company’s common stock as of April 13, 2012:17, 2014: