SecProbe.io

Mail Stop 3561
February  2, 2018

Louis G. Schott
Interim Chief Executive Officer
EnerJex Resources, Inc.
4040 Broadway Street, Suite 425
San Antonio, TX 78209

Re: EnerJex  Resources, Inc .
Amendment No. 2 to
Registration Statement on Form S -4
Filed January 25, 2018
  File No. 333 -221712

Dear Mr. Schott:

We have reviewed your amended registration statement  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 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 comment s.  Unless we note
otherwise, our references to prior comments are to comments in our January 18, 2018  letter .

Table of Contents, page 5

1. We note your response to our prior comment 5 and reissue in part.  You continue to refer
to “a private placement” in the description of Proposal No. 1  in the table of contents.
Please revise your description of Proposal No. 1 here for consistency  with other
descriptions of this proposal in the filing .

Preliminary Proxy Statement/Prospectus, page 9

2. We note your ref erence to “proposal to approve the issuance of common stock upon the
conversion of Series A and Series B preferred shares.”  It appears that the proposals

Louis G. Schott
EnerJex Resources, Inc.
 February  2, 2018
 Page 2

 included in the preliminary proxy statement/prospectus  relate to conversion of Series A
and Series C preferred shares, not Series B preferred shares.  Please revise or advise.

Exhibit 5.1

3. Please have counsel revise the opinion to reference 22,496,190 shares of common stock
being registered or advise.  The current opinion relates  to 22,406,190 shares of  common
stock.

Exhibit 23.5 Consent of Independent Registered Public Accounting Firm

4. We note that the second paragraph of the auditors consent indicates that they consent to
the use of the aforementioned report, dated May 15, 2017, except for the effect s of the 1 -
for-2 reverse stock split described in Note 11, as to which the date is June 7, 2016, on the
audit of the financial statements of AgEagle Aerial Systems, Inc., which is contained in
the S -4/Proxy Statement filed by Enerjex Resources, Inc.  Howev er, we note that the
report of the independent auditor contained on page 160 does not include this “except
for” statement.  Also, it appears from Note 8 of the audited financial statements, that this
reverse stock split was effected on June 7, 2016 and inc luded in the historical financial
statements prior to the initial audit date of May 15, 2017.  Please revise your consent to
remove this “except for” statement.

You may contact Patrick Kuhn at (202) 551 -3308 or Claire Erlanger at (202) 551 -3301 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Tonya K. Aldave at (202) 551 -3601 or me at (202) 551 -3584 with any other questions.

Sincerely,

 /s/ Laura Nicholson

 Laura Nicholson
 Special Counsel
Office of Transportation and Leisure

cc:  Joel D. Mayersohn, Esq.
Dickinson Wright PLLC