SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20549-4628

DIVISION OF
CORPORATION FINANCE
January 5, 2010
 Via U.S. Mail

 C. Stephen Cochennet President and Chief Executive Officer EnerJex Resources, Inc. 27 Corporate Woods, Suite 350 10975 Grandview Drive Overland Park, Kansas  66210
Re: EnerJex Resources, Inc.
Registration Statement on Form S-1 Filed December 9, 2009
  File Number 333-163611
Dear Mr. Cochennet:
 We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your filing in response to
these comments.  If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to contact us at the tele phone numbers listed at th e end of th is letter.

 Exhibit 5.1

1. We note the statement in the fifth para graph of the legal opinion regarding the
future action of the Board with respec t to the authorization of a designated
number of shares of common stock for i ssuance at a minimum price or value of
consideration to be set by the Board.  Please advise us whether the Board has
authorized the issuance of such shares in connection with the related equity line
transaction and Standby Equity Distribu tion Agreement.  If the Board has

C. Stephen Cochennet
EnerJex Resources, Inc. January 5, 2010 Page 2
authorized such issuance, please obtain and file a revised le gal opinion that does
not suggest that the Board has not provided such authorization.

Closing Comments

 As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us w ith marked copies of the amendment to
expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.

We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the
time of such request , acknowledging that:
 ‚ should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;
 ‚ the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective,  does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and
 ‚ the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the

C. Stephen Cochennet
EnerJex Resources, Inc. January 5, 2010 Page 3  securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

Please contact Tracey L. McNeil at (2 02) 551-3392 or, in her absence, Laura
Nicholson at (202) 551-3584 with any questions.
Sincerely,

H. Roger Schwall Assistant Director
 cc: Via Facsimile

Anthony N. DeMint, Esq.
(702) 442-7995