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September 4, 2013

Securities and Exchange Commission

Judiciary Plaza

450 Fifth Street, NW

Washington, DC 20549

Attention: Karl Hiller

    Re:
    EnerJex Resources, Inc.

    Form 10-K for the Fiscal Year ended December 31, 2012

    Filed April 10, 2013

    File No. 0-30234

Dear Mr. Hiller

In response to your letter
dated August 23, 2013, set forth below are your comments concerning the EnerJex Resources, Inc.'s Form 10-K for the Fiscal Year
ended December 31, 2012 which was filed with the Securities and Exchange Commission on April 10, 2013, and our responses thereto.
Your comments are in italics and are followed by our response.

As discussed with the Commission on Friday,
August 30, the intent of this letter is to correct errors in our response dated August 29, 2013, and amends and completely supersedes
that letter. Therefore please disregard the August 29 response.

Business and Properties, page 5

Significant Developments in 2012, page 5

1.	We note your disclosure indicating that in January
2012, you filed a petition with the Circuit Court of Jackson County, Missouri to seek recovery of damages for economic loss of
$50 million due to breach of fiduciary duty and fraud by attorneys involved in your stock offering in 2008. Please expand your
disclosure to clarify how you determined the economic loss and to specify the manner by and extent to which your financial statements
reflect the loss and recovery.

EnerJex response:

We propose to add the following language
to the original disclosure in an amended 10-K filing:

"On January 23, 2012, we filed a petition seeking
recovery of damages arising from breach of contract, legal malpractice, breach of fiduciary duty and fraud in the Circuit Court
of Jackson County, Missouri against attorneys Jeffrey T. Haughey, Robert K. Green, and the law firm Husch Blackwell LLP f/k/a Husch
Blackwell Sanders, LLC. The petition in this action, EnerJex Resources, Inc., v. Haughey, et al., alleges, among other things,
that the defendants violated their fiduciary duties and defrauded us in connection with our stock offering in 2008.

4040 Broadway, Suite 508 | San Antonio, TX 78209 | 210-451-5545 (P) | 210-463-9297 (F)

The petition alleges economic loss of approximately
$50 million and demands judgment for unspecified actual and punitive damages together with repayment of $484,473 in legal fees
paid by EnerJex. At the time the petition was filed, we estimated our economic loss of approximately $50 million by conducting
an analysis that considered a number of factors, including the loss of at least $25 million of gross proceeds we would have received
in the failed 2008 stock offering, the loss of the value we could have created had it been able to utilize the proceeds from the
stock offering to execute its business plan in the 2008 economic environment, and the loss of market value for our common stock.
Subsequent to the filing of the petition and during the course of discovery, we discovered additional claims for damages substantially
greater than the initial claim. The Company intends to amend its petition to include the discovered claims.

A trial is currently scheduled to hear this case in
the 16th Circuit Court of Jackson County, Missouri on November 12, 2013.

Our financial statements reflect fees paid to the defendants
of $484,473 and disputed unpaid fees of $492,134. In addition, our financial statements reflect the litigation costs that we have
incurred to date. Any judgment or settlement resulting from this litigation that is reached for our benefit in an amount that exceeds
our total costs related to this matter, including the cost of litigation and the paid and disputed fees referenced above, shall
be subject to a contingency fee for the benefit of our attorneys. There can be no assurance of the outcome of this litigation,
including whether and in what amount  EnerJex may recover damages."

Controls and Procedures, page 39

Evaluation of Disclosure Controls and Procedures,
page 39

 2. Given that you elected to describe how your disclosure
controls and procedures were effective in presenting your conclusion, you will need to address all other aspects of the term disclosure
controls and procedures as defined in Rule 13a-15(e) of Regulation 13A. Accordingly, please expand your conclusion to state whether
your disclosure controls and procedures were also effective in ensuring that information required to be disclosed is recorded,
processed, summarized and reported within the time periods specified in the SEC rules and forms. Alternatively, you may revise
your disclosure to state whether your disclosure controls and procedures were effective, without the qualifying details.

EnerJex response: We will revise our disclosure to state
that our disclosure controls and procedures are effective, without presenting qualifying details. The following language will
be substituted for the existing language in an amended 10-K. For your convenience we have reproduced the old language with our
edits ( deletions struckthrough) to reflect the new language.

"Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer, Robert
G. Watson, and our Chief Financial Officer, Douglas M. Wright, evaluated the effectiveness of our disclosure controls and procedures
(as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this
Report pursuant to Exchange Act Rule 13a-15(b). Based on the evaluation, Mr. Watson and Mr. Wright concluded that our disclosure
controls and procedures are effectivein timely alerting us altering him to material information
relating to us (including our consolidated subsidiaries) required to be included in our periodic
SEC filings.

4040 Broadway, Suite 508 | San Antonio, TX 78209 | 210-451-5545 (P) | 210-463-9297 (F)

Management's Report on Internal Control over Financial
Reporting

Our management is responsible
for establishing and maintaining adequate internal control over financial reporting, as is defined in the Securities Exchange Act
of 1934. These internal controls are designed to provide reasonable assurance that the reported financial information is presented
fairly, that disclosures are adequate and that the judgments inherent in the preparation of financial statements are reasonable.
There are inherent limitations in the effectiveness of any system of internal control, including the possibility of human error
and overriding of controls. Consequently, an effective internal control system can only provide reasonable, not absolute, assurance,
with respect to reporting financial information.

Management conducted an evaluation
of the effectiveness of our internal control over financial reporting based on the framework and criteria established in Internal
Control — Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on
this evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2012.

Changes in Internal Control over Financial Reporting

There were no changes in our internal
control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting."

Financial Statements

Consolidated Statements of
Stockholders’ Equity, page F -5

 3. Please correct your total stockholders’ equity
amounts in the last column as necessary to ensure that all summations are accurate - down and across.

EnerJex response: Please see amended Consolidated Statements
of Stockholders’ Equity to be substituted in an amended Form 10-K.

EnerJex Resources, Inc. and Subsidiaries

Consolidated Statement of Stockholders' Equity

    Total

    Accumulated

    Stockholders'
    Non

    Equity Based
    Other

    Equity EnerJex
    Controlling
    Total

    Preferred
    Stock
    Common
    Stock
    Treasury
    Compensation
    Comprehensive
    Paid In
    Retained
    Resources
    Interest
    Stockholders'

    Shares
    Amount
    Shares
    Amount
    Stock
    Unearned
    Income
    Capital
    Deficit
    Inc.
    Subsidiary
    Equity

    Balance, January 1, 2011
      4,779,460
    $ 4,780
      67,459,869
    $ 67,460
    $ -
    $ -
    $ -
    $ 37,661,719
    $ (18,355,991 )
    $ 19,377,968
    $ -
    $ 19,377,968

    Stock Sold
      -
      -
      5,726,660
      5,727
      -
      -
      -
      3,430,269
      -
      3,435,996
      -
      3,435,996

    Stock Issued for Oil Assets and Services
      -
      -
      225,000
      225
      -
      -
      -
      122,275
      -
      122,500
      -
      122,500

    Stock Options and Warrants Issued
      -
      -
      -
      -
      -
      (536,591 )
      -
      536,591
      -
      -
      -
      -

    Amotization of Stock Options and Warrants
      -
      -
      -
      -
      -
      305,778
      -
      -
      -
      305,778
      -
      305,778

    Acquisition of Treasury Stock
      -
      -
      -
      -
      (1,500,000 )
      -
      -
      -
      -
      (1,500,000 )
      -
      (1,500,000 )

    Accumulated Other Comprehensive Loss
      -
      -
      -
      -
      -
      -
      (552,589 )
      -
      -
      (552,589 )
      -
      (552,589 )

    Sale of Non Controlling Interest

    by Subsidiary
      -
      -
      -
      -
      -
      -
      -
      -
      -
      -
      2,350,000
      2,350,000

    Gain on Sale of Non Controlling Interest

    by Subsidiary
      -
      -
      -
      -
      -
      -
      -
      1,805,632
      -
      1,805,632
      (1,805,632 )
      -

    Dividends Paid on Preferred Stock
      -
      -
      -
      -
      -
      -
      -
      -
      (56,263 )
      (56,263 )
      -
      (56,263 )

    Net Loss for the Year
      -
      -
      -
      -
      -
      -
      -
      -
      (2,038,622 )
      (2,038,622 )
      21,360
      (2,017,262 )

    Balance, December 31, 2011
      4,779,460
      4,780
      73,411,529
      73,412
      (1,500,000 )
      (230,813 )
      (552,589 )
      43,556,486
      (20,450,876 )
      20,900,400
      565,728
      21,466,128

    Stock Issued for Services
      -
      -
      175,000
      175
      -
      -
      -
      122,226
      -
      122,401
      -
      122,401

    Acquisition of Treasury Stock
      -
      -
      -
      -
      (1,051,000 )
      -
      -
      -
      -
      (1,051,000 )
      -
      (1,051,000 )

    Amortization of Stock Options
      -
      -
      -
      -
      -
      76,937
      -
      -
      -
      76,937
      -
      76,937

    Issuance of Stock Options
      -
      -
      -
      -
      -
      -
      -
      167,033
      -
      167,033
      -
      167,033

    Warrants Issued for Services
      -
      -
      -
      -
      -
      -
      -
      85,892
      -
      85,892
      -
      85,892

    Sale of Non Controlling Interest

      -

    by subsidiary
      -
      -
      -
      -
      -
      -
      -
      -
      -
      -
      2,650,000
      2,650,000

    Gain on Sale of Non Controlling Interest

    by subsidiary
      -
      -
      -
      -
      -
      -
      -
      1,420,459
      -
      1,420,459
      (1,420,459 )
      -

    Distributions To Non-Contolling Interests
      -
      -
      -
      -
      -
      -
      -
      -
      -
      -
      (592,936 )
      (592,936 )

    Liquidation of Non-Controlling Interests
      -
      -
      -
      -
      -
      -
      -
      -
      -
      -
      (1,597,461 )
      (1,597,461 )

    Dividends Paid on Preferred Stock
      -
      -
      -
      -
      -
      -
      -
      -
      (608,459 )
      (608,459 )
      -
      (608,459 )

    Net Income for the Year
      -
      -
      -
      -
      -
      -
      -
      -
      345,992
      345,992
      395,128
      741,120

    Balance, December 31, 2012
      4,779,460
    $ 4,780
      73,586,529
    $ 73,587
    $ (2,551,000 )
    $ (153,876 )
    $ (552,589 )
    $ 45,352,096
    $ (20,713,343 )
    $ 21,459,655
    $ -
    $ 21,459,655

4040 Broadway, Suite 508 | San Antonio, TX 78209 | 210-451-5545 (P) | 210-463-9297 (F)

Note 1 – Summary of Accounting Policies,
page F-7

Basis of Presentation, page F-7

4. We note you disclosed under this heading and on pages
6 and 8 that Rantoul Partners, an entity in which you held a 75% general partner interest, was liquidated effective December 31,
2012, although you retained a 75% working interest in the Rantoul Partners leases.

Please expand your disclosure to explain how
you accounted for the liquidation of Rantoul Partners and valued the 75% working interest retained in the leases. As part of your
response, please clarify how the $1.4 million and $1.2 million gain on sale of partnership interest reported in the Total Stockholders’
Equity – EnerJex column, and the Non Controlling Interest in Subsidiary column on page F-5 were computed, and provide details
of any other transactions that diluted your interest prior to liquidation; identify any factors that may have caused the reported
gains to be disproportionate to your 75% owned and 25% non-owned interests.

Please tell us the specific accounting guidance
that you relied upon in accounting for any dilutive transactions and the liquidation and explain how your approach was consistent
with FASB ASC 810-10-40-5. Also tell us why you believe the adjustments to equity are appropriately depicted as gains.

EnerJex Response:

Rantoul Partners was formed in 2011 by the
contribution of certain oil assets owned by EnerJex to the partnership for 100% ownership in the entity. The assets were valued
at $2,282,918, their historic cost, which approximated market.

4040 Broadway, Suite 508 | San Antonio, TX 78209 | 210-451-5545 (P) | 210-463-9297 (F)

In 2011 Rantoul Partners sold 11.75% of
the partnership to 2 investors for $2,350,000. After the investment by the non-controlling entities the book value of Rantoul Partners
was $4,632,918. 11.75% of the book value of Rantoul after the investment by non-controlling entities was $544,368 ($4,632,918 times
11.75%). The difference between the investment amount ($2,350,000) and the book value purchased ($544,368) is $1,805,632. The $1,805,632
difference is a gain to Enerjex because its 88.25% of the post investment book value is $4,088,550 (total equity of $4,632,918
times 88.25%) versus their initial investment of $2,282,918. The gain was recorded as additional paid in capital on Enerjex's books.

In 2012 an additional $2,650,000 was invested
by the two non-controlling owners for an additional 13.25% ownership (bringing their total to 25%). At the times the investments
were made similar calculations were performed as in 2011 and the gain to Enerjex for the investments in 2012 was $1,420,459. This
amount was recorded in Enerjex paid in capital. The difference between the investment made by the non-controlling and the gain
to Enerjex ($2,650,000 invested less Enerjex gain of $1,420,459) is $1,229,541.

The 2 lines in the statement of shareholders’
equity for these transactions read “Gain on sale of non-controlling interest in subsidiary” for 2011 and “Gain
on sale of partnership interest” for 2012.

We propose to amend the 10-K statement of
shareholders’ equity to remove the line “gain on sale of non-controlling interest in subsidiary” in 2011 and
“Gain on sale of partnership interest" in 2012. We would replace with 2 separate lines. The first line would read “Sale
of non-controlling interest in subsidiary.” For 2011 the amount would be $2,350,000 and for 2012 it would be $2,650,000.
This amount would only be in the column-”Non-controlling interest in subsidiary.” The second line would be “Gain
on the sale of non-controlling intere