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Ethan Frome

Enercorp, Inc.

32751 Middlebelt Rd. Suite B, Farmington Hills, MI 48334-1726

248.851.5651-tel  ·   248.851 9080-fax

August 18, 2004

Securities and Exchange Commission

Division of Corporation Finance

450 Fifth Street, N.W., MS 03-08

Washington, D.C. 20549

 Attn:

Larry Greene

Re:

Response to Comments regarding Proxy Statement.

Dear Mr. Greene:

Management appreciates your comments regarding the Proxy Statement of Enercorp, Inc and the Company submits the following responses to those comments. Management acknowledges that it cannot use the SEC’s comments process as a defense in any securities related litigation against the Company. This representation should not be construed as confirming that there is or is not, in fact, an inquiry or investigation or other matter involving the Company before the SEC.

1.

The Company agrees with your comment regarding the lack of a Cover Letter and the Company has submitted a Cover Letter with the attached revised Proxy.

2.

The Company agrees with your request to submit its filings with the appropriate Commission File Number (814-00096) and the Company will utilize this number in all future Edgar submissions.

3.

The Company agrees with your request that the Company add disclosure of the fees paid to its independent auditors for the fiscal years 2001, 2002 and 2003 and those amounts have been added to the revised Proxy.

4.

The Company has corrected its omission of not including the Proxy Card in its filing, a copy of which is attached to the revised Proxy.

5.

The Company agrees with the request to clarify the language regarding Proposal One, the language of which is included in the revised Proxy.

6.

The Company agrees with the request to clarify the language of Proposal Two to indicate that the proposed new voting requirements of Proposal One do not apply to Proposal Two; the new language is contained in the attached revised Proxy.

7.

The Company will amend the last paragraph of the Notice of Annual Meeting of Shareholders to use lower case letters; this change is included in the attached revised Proxy.

8.

The Company agrees with your comment to correct the mailing date of the Proxy and 10-K, the mailing of which was put on hold pending approval of the Proxy by the SEC; this change is included in the attached revised Proxy.

9.

The Company will add language to the section “Election of Directors” disclosing that the Board Nominees have consented to being named in the Proxy; this change is included in the attached revised Proxy.

10.

The Company agrees with the comment regarding whether or not the proposed Directors are interested or disinterested and the revised language is included in the revised Proxy.

11.

The Company agrees with your comment regarding the section captioned “Board Compensation Committee Report on Executive Compensation” and the new language is included in the revised Proxy.

12.

The Company will E-mail the graphic that failed to show up on the Edgar filing due to software conversion problems.

13.

The Company agrees with the request to clarify the language on Proposal One to include the merits and risks associated with the change in voting requirements; this new language is included in the revised Proxy.

14.

The Company agrees with the request to include the disadvantages associated with the proposed revocation of the Company’s BDC status; the new language of this section is included in the revised Proxy.

15.

The Company will include in the section discussing the Fair Value of investments that the Company’s CFO provided the estimates, which were approved by the Board of Directors; this language is included in the revised Proxy.

16.

The Company agrees with the recommendation that the language discussing the revocation of BDC status needs to disclose the lack of assurance with regard to future results; this new language is included in the attached revised Proxy.

17.

The Company agrees with the recommendation that the Company clarify the proposed options, subsequent to the revocation of BDC status, of either purchasing or merging in with an operating company.  Additionally, the Company has eliminated the use of the word “plan”, as well as a discussion of a “two-part strategy’, as these disclosures represent the Board’s intentions as opposed to formal, written plans and strategies prepared by the Company.  The new language is included in the attached revised Proxy.

18.

We agree with your comment regarding Mr. Sargent’s Curriculum Vitae and have added language disclosing any implied endorsement at Enercorp, Inc by the SEC. That language is included I the attached revised Proxy.

The Company hopes that you find the responses to your comments satisfactory.  The Company greatly appreciates your timely review of these responses. Please contact Majlinda Xhuti, CFO, at 248-851-5651, if you have any questions.

Sincerely

/s/    Majlinda Xhuti

 Majlinda Xhuti

Chief Financial Officer

Exhibit 1.

Enercorp, Inc.

32751 Middlebelt Rd., Suite B, Farmington Hills, Michigan 48334

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held on September 10, 2004

August 19, 2004

TO THE SHAREHOLDERS OF ENERCORP, INC.:

The Annual Meeting of Shareholders of Enercorp, Inc., a Colorado corporation (the "Company"), will be held at the Company’s headquarters located at 32751 Middlebelt Road, Suite B, Farmington Hills, Michigan 48334 on September 10, 2004 at 10:00 a.m. Eastern Daylight Time to consider and take the following action on:

1.

The election of three Directors to serve until the next Annual Meeting of Shareholders and until their successors have been elected and qualified.

2.

A Proposal (Proposal Number One) to reduce the voting requirement for shareholder approval of certain actions from two-thirds to a majority of those Common Stock and Preferred Stock Shareholders entitled to vote on the action.  (Passage of Proposal Number One requires the affirmative vote of two-thirds of the Company’s issued and outstanding shares entitled to vote on this Proposal.)

3.

A Proposal (Proposal Number Two) to authorize the Company to change the nature of its business and withdraw its status as a Business Development Company under the Investment Company Act of 1940, as amended.  (Passage of this Proposal requires the affirmative vote of the majority of the Company’s issued and outstanding shares entitled to vote on this Proposal.)

4.

A Proposal to ratify the appointment of JL Stephan  & Co. P.C. as the independent auditors of the Company for the fiscal years ended June 30, 2001, 2002, 2003 and 2004. The fees paid to the independent auditors for the aforementioned years are disclosed in the accompanied Proxy Statement in the section “Proposal Number Three –Ratification of the Appointment of the Company’s Independent Auditors”.  (Passage of this Proposal requires the affirmative vote of the majority of the Company’s issued and outstanding shares entitled to vote on this Proposal.)

5.

Such other business as may properly come before the Meeting, or any adjournment or adjournments thereof.

The discussion of the Proposals of the Board of Directors set forth above is intended only as a summary, and it is qualified in its entirety by the information relating to the Proposals set forth in the accompanying Proxy Statement.

Only Holders of Record of Common Stock and Convertible Preferred Stock at the close of busi­ness on August 3, 2004 will be entitled to notice of and to vote at this Annual Meeting, or any postponements or adjournments thereof.

BY ORDER OF THE BOARD OF DIRECTORS:

/s/    Jeffrey E. Rautio

Jeffrey E. Rautio

President

Please sign, date, and promptly return your Proxy so that your shares may be voted in accordance with your wishes. The giving of such Proxy does not affect your right to vote in person if you attend the Annual Meeting.

Your vote is important.

ENCP\Proxy2004Aug4

Enercorp, Inc.

32751 Middlebelt Rd., Suite B, Farmington Hills, Michigan 48334

PROXY STATEMENT

FOR ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON SEPTEMBER 10, 2004

August 19, 2004

This Proxy Statement is being furnished to Shareholders of Enercorp, Inc. (the "Company") in connection with a solicitation of Proxies by the Board of Directors of the Company for use at the 2004 Annual Meeting of Shareholders and at any adjournments or postponements thereof.  The Meeting will be held at 10:00 a.m. Eastern Daylight Time at the Company’s headquarters located at 32751 Middlebelt Road, Suite B, Farmington Hills, Michigan 48334 on September 10, 2004.  The Proxy and Proxy Statement (the "Proxy Materials") will be first mailed to the Shareholders on or about August 25, 2004.

REVOCABILITY OF PROXY

If the enclosed Proxy is executed and returned, the Shareholder at the Meeting, as indicated, will vote the Proposals.  The Proxy may be revoked by the Shareholder at any time, prior to its use, by notice in writing to the Secretary of the Company, by executing a later-dated Proxy and delivering it to the Company prior to the Meeting and by voting in per­son at the Meet­ing.

SOLICITATION

In addition to solicitation by mail, the Company may use the services of its Directors, Officers and Em­ployees to solicit Proxies, personally or by telephone and tele­graph, but at no additional salary or compensation.  The Company will reimburse banks, brokers, other custodians, nominees and fiduciaries holding Shares of Record for others their reasonable out-of-pocket expenses incurred by them in forwarding copies of the Proxy Materials to the Beneficial Owners of such shares.

VOTING SECURITIES

Holders of Record of the Company's Common Stock, no par value (the "Com­mon Stock") and Convertible Preferred Voting Stock at the close of business on August 3, 2004 (the "Record Date") will be entitled to vote on all matters.  On the Record Date, the Company had 695,897 shares of Common Stock issued and outstanding, and 369,318 shares of Convertible Preferred Voting Stock issued and outstanding.  The Company has two classes of voting securities: Common Stock and Convertible Preferred Voting Stock.  The Holders of shares of Common Stock are entitled to one vote per share.  The Holders of Convertible Preferred Stock are entitled to one vote per share.  A majority of the issued and outstanding shares of the Com­mon Stock and Convertible Preferred Stock are entitled to vote, represented in person or sent by Proxy, constituting a quorum for the transaction of business at the Meeting.

Abstentions will be treated as shares present or represented and entitled to vote for purposes of determining the presence of a quorum, but they will not be considered as votes cast in determining whether a matter has been approved by the Shareholders.  As to any shares a broker indicates on its Proxy that such broker does not have the authority to vote on any particular matter because such broker has not received direction from the Beneficial Owner thereof, said shares will not be counted as voting on the particular matter.  With respect to any matter which, under the Investment Company Act of 1940, as amended, requires the approval of a majority of the outstanding shares, each broker non-vote or abstention will be considered present for determining the existence of a quorum and will be counted as voting against approval of the matter.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Set forth below is information as to certain persons known by the Company to be the Beneficial Owner of more than five percent (5%) or more of the voting shares, the Company's Directors and named Executive Officers individually, such Executive Officers and Directors as a group, as well as any shareholder filing form 13-D, as of August 3, 2004:

Amount and Nature

Name and Address of

     of Beneficial

Percentage

 Beneficial Owner

       Ownership

of Class

James C. Sargent, Esq.

None

0.0%

Director, Chairman and CEO

409 Altamount Circle

Charlottesville, VA 22920

Salvatore M. Parlatore

None

0.0%

Director

2937 Mix Path

Stevensville, MI 49127

Jeffrey E. Rautio

28,409

2.7%

Director, President and COO

(2)

5813 West Maple Rd, Ste. 137

West Bloomfield, MI 48322

ENCP\Proxy2004Aug4

Majlinda H. Xhuti

None

0.0%

Chief Financial Officer

593 N. Fox Hills

Bloomfield Hills, MI 48334

Charles Maginnis

60,000

5.6%

c/o Corporate Securities Group, Inc.

(1)(3)

7600 Southland Blvd., Suite 101

Orlando, FL 32809

George Burmann

45,500

4.3%

c/o Corporate Securities Group, Inc.

(1)(3)

7600 Southland Blvd., Suite 101

Orlando, FL 32809

Executive Officers and

28,409

2.7%

Directors as a group

(2)

(One person)

______________________________

(1)

Common Stock

(2)

Convertible Preferred Voting Stock

(3)

Based upon the information contained in a schedule 13D filed with the Securities and Exchange Commission

ELECTION OF DIRECTORS

The following three persons have been nominated for election as Directors of  the Company for a term of one year and until the election and qualification of their successors:    James C. Sargent,  Jeffrey E. Rautio and Salvatore M. Parlatore. These three Directors would constitute the entire Board of Directors.  The persons named in the Proxy intend to vote for Messrs.   Sargent, Rautio and Parlatore,  unless a shareholder withholds authority to vote for any or all of  these nominees.  If any nominee is unable to serve or, for good cause, will not serve, the persons named in the Proxy reserve the right to substitute another person of their choice as nominee in his place.  Each of the nominees has consented to being named in this Proxy Statement and each of the nominees has agreed to serve if elected to the Board of Directors.

ENCP\Proxy2004Aug4

EXECUTIVE OFFICERS AND DIRECTORS

Name

Position with Company

Age

   Director

James C. Sargent

Director, Chairman of the Board

88

 09/14/03

and Chief Executive Officer

Jeffrey E. Rautio

Director, President

43

10/16/02

and Chief Operating Officer

Salvatore M. Parlatore

Director

30

10/16/02

No arrangement exists between any of the above Officers and Directors pursuant to which any one of those persons was elected to any such office or position.  Directors are elected to serve until the next Meeting of Shareholders. Executive Officers serve at the pleasure of the Board of Directors.  There are no family relationships among the Directors and Executive Officers of the Company.

James C. Sargent, Sr. was born February 26, 1916 in New Haven, Connecticut.  He graduated from the Taft School in June 1935, then attended the University of Virginia where he received a B.A. degree in 1938 and an LLB Degree in 1940.  From 1942 to 1946, he served in the US Air Force rising from a Private to a Captain while serving in Australia, New Guinea and the Philippines.  Mr. Sargent was admitted to practice law by the Appellate Division of the Supreme Court of New York in November 1940 and he was admitted to practice law in the District of Columbia in 1961.  From 1940 to 1951, except for the World War II years, he served as an associate with Clark & Baldwin, as a trial attorney for Consolidated Edison Company of New York, as a law assistant with the Appellate Division of the Supreme Court of the State of New York and as an Assistant Attorney General of the State of New York.  In 1951, he became an associate and then partner of Spence & Hotchkiss, a law firm in New York City. In November 1955, he was sworn in as the Regional Administrator of the New York office of the SEC*, where he served until June 1956, when he was sworn in as a Commissioner of the SEC*, an appointment by President Eisenhower with the advice and consent of the US Senate. Following his service with the SEC, Mr. Sargent returned to New York City, where he became a partner in firms specializing in securities law.  He remained a partner of Whitman & Ransom until November 1997, when he retired.  He then became counsel to Opto