SecProbe.io

July 14 , 2015

Robert G. Watson, Jr.
Chief Executive  Officer
EnerJex Resources, Inc.
4040 Broadway
Suite 508
San Antonio, TX 78209

Re: EnerJex Resources, Inc.
Registration Statement on Form  S-1
Filed June 18, 2015
File No. 333-205069

Dear  Mr. Watson :

We have  limited  our review  of your registration  statement  to those  issues  we have
addressed  in our 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  by amending  your registration  statement  and providing  the
requested  information.   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 registration  statement  and the information  you
provide  in response  to these  comments,  we may have  additional  comments.

Registration Statement on Form S-1 Filed  June 18, 2015

Prospectus Cover Page

1. In the first sentence, you state that you are offering an unspecified number of shares
“directly to select accredited investors.”  The next sentence suggests  that the price  of this
direct offering  has not been set.  In the “Plan of Distribution” section  at page 30 , you
state: “We negotiated the offering price for the shares in this offe ring with prospective
investors, ” and you refer to the document as “this prospectus supplement .”  Please tell us ,
and revise your disclosure as appropriate,  the extent to which any of  the referenced
“direct” sales  were started or completed prior to your filing th is registration statement.
Also revise the prospectus t o specify the number of shares you intend  to offer  “directly”

Robert G. Watson, Jr.
EnerJex Resources, Inc.
July 14 , 2015
Page 2

 and to disclose the price (or the pricing methodology)  for those shares .  See Item
501(b)(3) of Regulation S -K; see also Instruction 2 to Item 501(b)(3) .

2. With regard to the resale portion of y our offering , provide all  the required  price a nd share
information  that Item 501(b)(2) and (b)(3) of Regulation S -K requires .

3. Please identify your placement agent s with your next amendment.  That information will
be necessary for us to  process your filing .  In addition, please file the placement ag ency
agreement as an exhibit.

4. Please clarify here, and wherever else appropriate, that your common stock is listed on
the NYSE  MKT , not the NYSE, under the symbol “ENRJ.”

Plan of Distribution

Additional Information, page 31

5. We note your disclosure suggesting that underwriters and agents, including your
placement agents, “may be deemed to be underwriters.”  Please revise your disclosure on
page 32 to clarify that they  are underwriters within the meaning of Section 2(a)(11) of the
Securities Act or provide us an analysis explaining why this is not necessary.

Exhibits

6. Please file as an exhibit  the legality opinion  that Item 601(b)(5) of Regulation S -K
requires , as we also noted  in a comment relating to  the Form S -1 registration statement
you filed on September 25, 2014 .  Refer to Item 16(a) of Form S -1.

7. We refer you to the conse nt you filed as exhibit 23.1.  Please obtain and file an updated
consent from L.L. Bradford & Company, LLC that does not cover financial statement
dates after the date of the audit report, March 28, 2014.

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  the information  the Securities  Act of 1933  and
all applicable  Securities  Act rules  require.   Since  the company  and its management  are in
posses sion 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 event  you request  acceleration  of the effective  date
of the pending  registration  statement,  please  provide  a written  statement  from  the company
acknowledging  that:

Robert G. Watson, Jr.
EnerJex Resources, Inc.
July 14 , 2015
Page 3

  should  the Commission  or the staff,  acting  pursuant  to delegated  authority,  declare  the
filing  effective,  it does not foreclose  the 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  and 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.

Please  refer  to Rules  460 and 461 regarding  requests  for acceleration.   We will consider  a
written  request  for acceleration  of the effective  date of the registration  statement  as confirmation
of the fact that those  requesting  acceleration  are aware  of their respective  responsibilities  under
the Securities  Act of 1933  and the Securities  Exchange  Act of 1934  as they relate  to the proposed
public  offering  of the securities  specified  in the above  registration  statement.   Please  allow
adequate  time for us to review  any amendment  prior  to the requested  effective  date of the
registration  statement.

Please contact Paul Monsour , Staff Attorney, at (202) 551 -3360 , or, in his absence,
Timothy  Levenberg,  Special  Counsel,  at (202)  551-3707 , with any questions.

Sincerely,

/s/ Loan Lauren P. Nguyen for

H. Roger Schwall
Assistant Director

cc:  Mr. Fernando Velez, Jr., Esq.