Check the appropriate box:

Payment of Filing Fee (Check the appropriate box):

April 21, 2016

18, 2024

Sincerely,

The 20162024 Annual Meeting of Stockholders of The Reserve Petroleum Company (the “Company”) will be held on Tuesday, May 24, 2016,21, 2024, at 3:00 p.m. local time, at the offices of the Company at 6801 Broadway Ext., Suite 300, Oklahoma City, Oklahoma. The Stockholders will vote on the following 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 2016, and

3.

Advisory Resolution to Approve Executive Compensation,

4.

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 15, 2016,11, 2024, as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting.

April 21, 2016

18, 2024

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 20162024 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 24, 2016,21, 2024, 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 21, 2016.18, 2024. The proxy will be voted at the Annual Meeting if the signer of the Proxy Card was a stockholder of record on April 15, 201611, 2024 (the “Record Date”).

The Company will bear the costs of solicitation of proxies, which are estimated to be $44,200,$17,000, none of which approximately $29,200 has been spent to date. Solicitation of proxies may be made by Broadridge, personal interview, mail or telephone by Directors,directors, officers, and other employees of the Company. Copies of proxy materials and of the Company’s 20152023 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 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 158,176154,906 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 toafter 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, votes with respect to the frequency of future advisory votes on executive compensation, 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.

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

If you vote by submittingthe Internet, by telephone, or by mail, your instructionsvote must be received by completing, signing, dating and returning11:59 p.m. Eastern Time on Monday, May 20, 2024, the enclosed Proxy Card inday before the envelope provided.Annual Meeting. 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,Lawrence R. Francis, 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 23, 2016, 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 Proposalsall of the director nominees identified in Proposal 1 (Election of Directors), and FOR Proposal 2 (Ratification of the Selection of HoganTaylor LLP as the Company’s Independent Registered Public Accountants for 2016) and 3 (Advisory Resolution to Approve Executive Compensation)2024) 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(in 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 ProposalsProposal 1 (Election of Directors) and 3 (Advisory Resolution to Approve Executive Compensation), you must either (i) instruct the record holder how to vote your 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 and vote at such 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 14 of this Proxy Statement.

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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, our 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 1931 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’directors’ fees are nominal, and we have no stock incentive basedincentive-based compensation for the Directors,directors, our executive officers or our other employees. Accordingly, all existing Directorsdirectors are re-nominated each year, unless they elect not to serve.

The Company’s Statement of Governance Principles and the Charter of the Nominating Committee were adopted by the Board in 2004. The Statement of Governance Principles was amended as of March 29, 2011.May 25, 2021. All Directordirector nominees to the Board meet the qualifications set out in those documents.

Each re-nominated,nominated, non-employee Directordirector was originally nominated to serve on the Board based on histheir individual business background. Our current Directorsdirectors 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 current Directors,directors, the primary qualification that led to each re-nominated Directordirector being chosen to serve for the coming year is their prior service and experience as a Director.

In light ofdirector.

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

The nineeight persons named below are nominees for election as Directorsdirectors 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 as of the date of the Annual Meeting, 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 Directordirector, and each has served continuously as a Directordirector since the date of his first election or appointment to the Board. The Board has determined that the following Directorsdirectors and nominees are independent, as independence is defined in Rule 5605(a)(2) of the NASDAQ Listing Rules: Jerry L. Crow,Eddy R. Ditzler, Doug S. Fuller, Marvin E. Harris, Jr., and William M. (Bill) Smith.

The information in the following tables and the disclosure that follows those tables pertains, at a minimum, to each person’s (i) age as of April 15, 2016;11, 2024; (ii) positions currently held with the Company or the Board; (iii) business experience during at least the past five years; and (iv) directorships in other public companies at any time during the past five years.

The following persons are the executive officers of the Company:

Cameron R. McLain, Director, CEO, President and Exploration Manager,Chief Executive Officer, and Kyle L. McLain, Director, Chairman of the Board, Executive Vice President and Production Manager, are brothers; they are brothers of John M. McLain, a Director; and they are nephews of Robert T. McLain, a Director.

Jerry L. CrowEddy R. Ditzler has been a Directordirector since May 4, 1982. He25, 2021. Mr. Ditzler served Grant Thornton LLP for more than 35 years until his retirement in August 2017. As an audit partner, Mr. Ditzler was with Grant Thornton LLP as lead engagement partner and quality control partner for audits of privately owned and publicly traded oil and gas companies, financial institutions, insurance companies, manufacturers, distributors, retailers, and service companies. From December 2012 until his retirement, Mr. Ditzler was the National Professional Practice Director (NPPD) for the region that included offices in Dallas, Houston, Kansas City, Minneapolis, Oklahoma City, St. Louis, Tulsa, and Wichita. As the NPPD, he supported audit teams by providing technical support on accounting, auditing, and regulatory matters and consulted directly with audit teams and client management to provide timely resolution of technical accounting and auditing issues. Mr. Ditzler holds a Bachelor of Science in Business Administration (Accounting) and a Master of Science inAccounting from Oklahoma State University.

On or about November 11, 2013, a Statement of Claim was filed against Robert Savage, Leonard Securities, Inc., Robertof which Mr. Savage was President and Chief Executive Officer, two other individuals, and an unrelated investment advisor entity (collectively the “Respondents”) in FINRA Arbitration Case Number 13-03324. An Amended Statement of Claim was filed on or about August 29, 2014. The Claimant asserted the following causes of action: churning, suitability, breach of fiduciary duty, negligence, and failure to supervise. The Claimant sought damages in the amount of $676,000 for actual/compensatory damages and unspecified other damages. Mr. Savage and Leonard Securities, Inc. denied the allegations made in the Statement of Claim and asserted affirmative defenses. On December 19, 2014, a Panel of Arbitrators determined that (i) the Respondents were jointly and severally liable to the Claimant in the amount of $200,000 plus interest and (ii) Leonard Securities, Mr. Savage and three of the other Respondents were jointly and severally responsible for $5,400 in fees related to the FINRA Dispute Resolution. Notwithstanding that the Respondents were jointly and severally liable, Leonard Securities, Inc. and Mr. Savage satisfied the full amount of the award and the fees.

Supervision of registered representatives and their sales practices requires a firm to have a supervisory system that is reasonably designed and implemented to achieve compliance with applicable laws and regulations. An effective supervisory system enables the firm to detect and review for possible suspicious activity.

Mr. Savage and Leonard Securities, Inc. disagreed with the Claimant’s allegation regarding failure of supervision. Leonard Securities, Inc. supervised the investment advisory activities of another named Respondent according to its written supervisory procedures covering supervision of outside investment advisers and to the extent applicable, that individual’s activities as a registered representative of Leonard Securities, Inc.

Mr. Savage and Leonard Securities, Inc. believe the compliance system adopted and implemented by Leonard Securities, Inc. represented sound and common sensecommon-sense procedures, consistent with industry norms and practices for reviewing such activities.

The Company is affiliated by common management and ownership with Mesquite Minerals, Inc.Lochbuie LLC (“Mesquite”), Mid-American Oil Company (“Mid-American”) and Lochbuie Limited Liability Company (“LLC”Lochbuie”). The Company also owns interests in certain producing and non-producing oil and gas properties as tenants in common with Mesquite, Mid-American and LLC. JerryLochbuie. Kyle L. Crow and Robert T. McLain, Directors of the Company, are directors of Mesquite and Mid-American. Kyle McLain and Cameron R. McLain, Directorsdirectors and officers of the Company, are directors and officers of Mesquite and Mid-American. Robert T. McLain owns a 33.33% interest in 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.

Jerry L. Crow, Cameron R. McLain, Kyle McLain and Robert T. McLain, as a group, beneficially own approximately 23%16% of the common stock of the Company, approximately 15% ofwhich is the common stock of Mesquite and approximately 5% 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 containedoutstanding and each own a 16.67% interest in Lochbuie. Item 8, “Financial Statements and Supplementary Data” of the Company’s Form 10-K for the fiscal year ended December 31, 2015,2023, includes additional disclosures regarding these relationships.this relationship. See “Additional Information.”

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 15, 2016:

Name and Address		Amount and Nature		Percent
of		of Beneficial		of
Beneficial Owner		Ownership		Class1
Cameron R. McLain		9,035		5.71
6801 Broadway Ext., Suite 300
Oklahoma City, OK 73116-9037
Kyle L. McLain		9,035		5.71
6801 Broadway Ext., Suite 300
Oklahoma City, OK 73116-9037
Mason McLain Trust		9,220		5.82
6801 Broadway Ext., Suite 300
Oklahoma City, OK 73116-9037
Robert T. McLain2		12,149		7.68
7201 N. Classen Blvd., Suite 103
Oklahoma City, OK 73116-7123
Norma Moe2		11,949		7.55
13505 N. Richland Rd.
Piedmont, OK 73078-9461

	1	Calculations of percent of class are based on the number of shares of common stock outstanding as of April 15, 2016, excluding shares held by or for the Company.
	2	Robert T. McLain and Norma Moe are siblings.

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The shares represented by all valid proxies received will be voted in the manner specified. Where specific choices are not indicated, the shares represented by all valid proxies received will be voted FOR Proposals 1 (Election of Directors), and 2 (Ratification of the Selection of HoganTaylor LLP as the Company’s Independent Registered Public Accountants for 2016) and 3 (Advisory Resolution to Approve Executive Compensation)2024). Should any matter not described above be properly presented at the Annual Meeting, the person or persons named in the Proxy Card will vote in accordance with their judgment.

The Board knows of no other matters which may be presented at the Annual Meeting. If any other matters properly come before the Annual Meeting, including any adjournment or adjournments thereof, proxies received in response to this solicitation will be voted upon such matters in the discretion of the person or persons named in the Proxy Card.