SecProbe.io

May 21, 2013

Via E -mail
Douglas M. Wright
Chief Financial Officer
EnerJex Resources, Inc.
4040 Broadway, Suite 508
San Antonio, Texas  78209

Re: EnerJex Resources, Inc.
 Preliminary Proxy Statement on Schedule 14A
 Filed May 9, 201 3
 File No. 0-30234

Dear Mr. Wright :

We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand  your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have  additional comments.

Preliminary P roxy Statement on Schedule 14A

PROPOSAL NO. 5 : Approval Amendment to Restated Articles to Increase the Authorized Shares
of Common Stock and Preferred Stock …, page 26

1. This proposal solicits the vote of shareholders on:
 Increasing the number of authorized shares of common stock;
 Increasing the number of authorized shares of preferred stock; and
 Adding a provision that causes your obligations under Article X to survive any
amendment or modifica tion thereof.
Rule 14a -4(a)(3) under the Securities Exchange Act of 1934 provides that the form of
proxy shall identify clearly and impartially each separate matter intended to be acted upon,
whether or not related to or conditioned on the approval of other matters.

Douglas M. Wright
EnerJex Resources, Inc.
May 21, 2013
Page 2

 Furthermore, Rule 14a -4(b)(1) provides that the person solicited by a proxy shall be
afforded an opportunity to approve, disapprove or abstain with respect to each separate
matter.  In this regard, we are concerned that you may have bundled together multiple
separate matters in Proposal 5 .  In adopting its unbundling rules, the Commission stated
that the rules  served the following purposes:  “to permit shareholders to communicate to
the board of directors their views on each of the matters put  to a vote, and not be forced to
approve or disapprove a package of items and thus approve matters they might not if
presented independently.”  See Exchang e Act Release No. 34 -30849 (June  23, 1992).
Please provide us with your analysis as to whether the m atters in Propos al 5 are separate
matters that are required to be unbundled.

Closing 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 information required under the Securities Act
of 193 3 and the  Securities Exchange Act of 1934 , and that they ha ve 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 disclosure s they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:
 the company is responsible for the adequacy and accuracy of the disclosure in the filing;
 staff comments or changes to disclosure i n response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and
 the company may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securit ies laws of the United States.

Please contact Caroline Kim, Attorney -Advisor , at (202) 551 -3878 or , in her absence, the
undersigned at (202) 551 -3740 with any  questions.

Sincerely,

        /s/H. Roger Schwall

        H. Roger Schwall
        Assistant Director