SecProbe.io

CORRESP
 1
 filename1.htm

 AGEAGLE
AERIAL SYSTEMS INC.

 8201
E. 34 th Street N, Suite 1307

 Wichita,
Kansas 67226

 September
18, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 100
F. Street, N.E.

 Washington,
D.C. 20549

 Re:
AgEagle Aerial Systems Inc. (the " Company ") Registration Statement on Form S-3 (File No. 333-290164) (the " Registration
Statement ")

 Ladies
and Gentlemen:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date
of the Company's above-referenced Registration Statement be accelerated so that the same will become effective at 5:00 p.m. ET
on September 22, 2025, or as soon thereafter as is practicable.

 It
would be appreciated if, promptly after the Registration Statement has become effective, you would so inform our outside counsel, Justin
Santarosa of Duane Morris LLP, by telephone at (213) 689-7466 or by email at jsantarosa@duanemorris.com. The Company hereby authorizes
Mr. Santarosa to orally modify or withdraw this request for acceleration.

 Very
 truly yours,

 AGEAGLE
 AERIAL SYSTEMS INC.

 By:
 /s/
 Alison Burgett

 Name:
 Alison
 Burgett

 Title:
 Chief
 Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 15, 2025

William Irby
Chief Executive Officer
AgEagle Aerial Systems Inc.
8201 E. 34th Street N, Suite 1307
Wichita, Kansas 67226

 Re: AgEagle Aerial Systems Inc.
 Registration Statement on Form S-3
 Filed September 10, 2025
 File No. 333-290164
Dear William Irby:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Jenny O'Shanick at 202-551-8005 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Justin A. Santarosa
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 AGEAGLE
AERIAL SYSTEMS INC.

 8201
E. 34 th Street N, Suite 1307

 Wichita,
Kansas 67226

 August
5, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 100
F. Street, N.E.

 Washington,
D.C. 20549

 Re:
AgEagle Aerial Systems Inc. (the " Company ") Registration Statement on Form S-3 (File No. 333-289072) (the " Registration
Statement ")

 Ladies
and Gentlemen:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date
of the Company's above-referenced Registration Statement be accelerated so that the same will become effective at 5:00 p.m. ET
on August 7, 2025, or as soon thereafter as is practicable.

 It
would be appreciated if, promptly after the Registration Statement has become effective, you would so inform our outside counsel, Justin
Santarosa of Duane Morris LLP, by telephone at (213) 689-7466 or by email at jsantarosa@duanemorris.com. The Company hereby authorizes
Mr. Santarosa to orally modify or withdraw this request for acceleration.

 Very truly yours,

 AGEAGLE AERIAL SYSTEMS INC.

 By:
 /s/ Alison
 Burgett

 Name:
 Alison Burgett

 Title:
 Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 4, 2025

William Irby
Chief Executive Officer
AgEagle Aerial Systems Inc.
8201 E. 34th Street N, Suite 1307
Wichita, Kansas 67226

 Re: AgEagle Aerial Systems Inc.
 Registration Statement on Form S-3
 Filed on July 30, 2025
 File No. 333-289072
Dear William Irby:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Bradley Ecker at 202-551-4985 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 AGEAGLE
AERIAL SYSTEMS INC.

 8201
E. 34 th Street N, Suite 1307

 Wichita,
Kansas 67226

 April
23, 2025

 VIA
EDGAR

 Securities
and Exchange Commission

 Division
of Corporation Finance

 100
F. Street, N.E.

 Washington,
D.C. 20549

 Re:
AgEagle Aerial Systems Inc. (the " Company ") Registration Statement on Form S-3 (File No. 333-284955) (the " Registration
Statement ")

 Ladies
and Gentlemen:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date
of the Company's above-referenced Registration Statement be accelerated so that the same will become effective at 5:00 p.m. ET
on April 25, 2025, or as soon thereafter as is practicable.

 It
would be appreciated if, promptly after the Registration Statement has become effective, you would so inform our outside counsel, Justin
Santarosa of Duane Morris LLP, by telephone at (213) 689-7466 or by email at jsantarosa@duanemorris.com. The Company hereby authorizes
Mr. Santarosa to orally modify or withdraw this request for acceleration.

 Very truly yours,

 AGEAGLE AERIAL SYSTEMS INC.

 By:
 /s/ Alison
 Burgett

 Name:
 Alison Burgett

 Title:
 Chief Financial Officer

February 26, 2025
William Irby
Chief Executive Officer
AgEagle Aerial Systems Inc.
8201 E. 34th Street N, Suite 1307
Wichita, Kansas 67226
Re:AgEagle Aerial Systems Inc.
Registration Statement on Form S-3
Filed on February 14, 2025
File No. 333-284955
Dear William Irby:
            We have conducted a limited review of your registration statement and have the
following comment.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form S-3 filed on February 14, 2025
General
1.Please update to include your audited financials for the fiscal year ended December
31, 2024. For guidance, please refer to Section 1220.3 of the Division of Corporation
Finance's Financial Reporting Manual.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

February 26, 2025
Page 2
            Please contact Sarah Sidwell at 202-551-4733 or Asia Timmons-Pierce at 202-551-
3754 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Justin Santarosa

CORRESP
1
filename1.htm

Spartan
Capital Securities LLC

45
Broadway, 19th Floor

New
York, NY 10002

September
27, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    AgEagle
    Aerial Systems Inc.

    Registration
    Statement on Form S-1 (File No. 333-281897)

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended (the “Securities Act”), Spartan Capital Securities LLC, the placement agent, hereby requests acceleration of the
effective date of the above-referenced Registration Statement so that it will become effective at 9:00 a.m. ET on September 30,
2024, or as soon thereafter as practicable.

Pursuant
to Rule 460 under the Securities Act, please be advised that there will be distributed to dealers, institutions and others, who are reasonably
anticipated to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus
as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

Please
contact Thomas J. Poletti of Manatt, Phelps & Phillips, LLP, counsel of the placement agent, at (714) 312-7500 to provide notice
of effectiveness, or if you have any questions or concerns regarding the foregoing. We appreciate your assistance in this matter.

    Very
    truly yours,

    Spartan
    Capital Securities LLC

    By:
    /s/
    Brian Duddy

    Name:
    Brian
    Duddy

    Title:
    Head
    of Capital Markets

CORRESP
1
filename1.htm

AGEAGLE
AERIAL SYSTEMS INC.

8201
E. 34th Street N, Suite 1307

Wichita,
Kansas 67226

September
27, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
D.C. 20549

Re:
AgEagle Aerial Systems Inc. (the “Company”) Registration Statement on Form S-1 (File No. 333-281897) (the “Registration
Statement”)

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date
of the Company’s above-referenced Registration Statement be accelerated so that the same will become effective at 9:00 a.m.
ET on September 30, 2024, or as soon thereafter as is practicable.

It
would be appreciated if, promptly after the Registration Statement has become effective, you would so inform our outside counsel, Justin
Santarosa of Duane Morris LLP, by telephone at (213) 689-7466 or by email at jsantarosa@duanemorris.com. The Company hereby authorizes
Mr. Santarosa to orally modify or withdraw this request for acceleration.

    Very
    truly yours,

    AGEAGLE
    AERIAL SYSTEMS INC.

    By:
    /s/
    Mark DiSiena

    Name:

    Mark
    DiSiena

    Title:

    Chief
    Financial Officer

CORRESP
1
filename1.htm

AGEAGLE
AERIAL SYSTEMS INC.

8201
E. 34th Street N, Suite 1307

Wichita,
Kansas 67226

September
25, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
D.C. 20549

Re:
AgEagle Aerial Systems Inc. (the “Company”) Registration Statement on Form S-1 (File No. 333-281897) (the “Registration
Statement”)

Ladies
and Gentlemen:

Reference
is made to our September 24, 2024 letter in which the Company requested acceleration of the effectiveness of the Company’s above-referenced
Registration Statement to 5:00 p.m. ET on September 24, 2024, or as soon thereafter as is practicable (the “Effective Time”),
in accordance with Rule 461 under the Securities Act of 1933, as amended.

The
Company is no longer requesting that such Registration Statement be declared effective at the Effective Time and we hereby formally withdraw
our request for acceleration of the effective date until further notice from the Company.

    Very
    truly yours,

    AGEAGLE
    AERIAL SYSTEMS INC.

    By:
    /s/
    Mark DiSiena

    Name:
    Mark
    DiSiena

    Title:
    Chief
    Financial Officer

CORRESP
1
filename1.htm

Spartan
Capital Securities LLC

45
Broadway, 19th Floor

New
York, NY 10002

September
25, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    AgEagle
    Aerial Systems Inc.

    Registration
    Statement on Form S-1 (File No. 333-281897)

Ladies
and Gentlemen:

Reference
is made to our letter filed as correspondence via EDGAR on September 24, 2024, in which we, as the sole placement agent, requested the
acceleration of the effective date of the above-captioned Registration Statement for September 24, 2024 at 5:00 p.m. Eastern Time, in
accordance with Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act
of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at this time and we hereby formally
withdraw our request for acceleration of the effective date.

    Very
    truly yours,

    Spartan
    Capital Securities LLC

    By:
    /s/
    Brian Duddy

    Name:
    Brian
    Duddy

    Title:
    Head
    of Capital Markets

CORRESP
1
filename1.htm

Spartan
Capital Securities LLC

45
Broadway, 19th Floor

New
York, NY 10002

September
24, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    AgEagle
    Aerial Systems Inc.

    Registration
    Statement on Form S-1 (File No. 333-281897)

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended (the “Securities Act”), Spartan Capital Securities LLC, the placement agent, hereby requests acceleration of
the effective date of the above-referenced Registration Statement so that it will become effective at 5:00 p.m. ET on September 24, 2024,
or as soon thereafter as practicable.

Pursuant
to Rule 460 under the Securities Act, please be advised that there will be distributed to dealers, institutions and others, who are reasonably
anticipated to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus
as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

Please
contact Thomas J. Poletti of Manatt, Phelps & Phillips, LLP, counsel of the placement agent, at (714) 312-7500 to provide notice
of effectiveness, or if you have any questions or concerns regarding the foregoing. We appreciate your assistance in this matter.

    Very truly yours,

    Spartan Capital Securities LLC

    By:
    /s/ Brian
    Duddy

    Name:
    Brian Duddy

    Title:
    Head of Capital Markets

CORRESP
1
filename1.htm

AGEAGLE
AERIAL SYSTEMS INC.

8201
E. 34th Street N, Suite 1307

Wichita,
Kansas 67226

September
24, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
D.C. 20549

Re:
AgEagle Aerial Systems Inc. (the “Company”) Registration Statement on Form S-1 (File No. 333-281897) (the “Registration
Statement”)

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date
of the Company’s above-referenced Registration Statement be accelerated so that the same will become effective at 5:00 p.m. ET
on September 24, 2024, or as soon thereafter as is practicable.

It
would be appreciated if, promptly after the Registration Statement has become effective, you would so inform our outside counsel, Justin
Santarosa of Duane Morris LLP, by telephone at (213) 689-7466 or by email at jsantarosa@duanemorris.com. The Company hereby authorizes
Mr. Santarosa to orally modify or withdraw this request for acceleration.

    Very truly yours,

    AGEAGLE AERIAL SYSTEMS INC.

    By:
    /s/ Mark
    DiSiena

    Name:
    Mark DiSiena

    Title:
    Chief Financial Officer

CORRESP
1
filename1.htm

AGEAGLE
AERIAL SYSTEMS INC.

8201
E. 34th Street N, Suite 1307

Wichita,
Kansas 67226

September
19, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
D.C. 20549

Re:
AgEagle Aerial Systems Inc. (the “Company”) Registration Statement on Form S-1 (File No. 333-281897) (the “Registration
Statement”)

Ladies
and Gentlemen:

Reference
is made to our September 17, 2024 letter in which the Company requested acceleration of the effectiveness of the Company’s above-referenced
Registration Statement to 5:00 p.m. ET on September 18, 2024, or as soon thereafter as is practicable (the “Effective Time”),
in accordance with Rule 461 under the Securities Act of 1933, as amended.

The
Company is no longer requesting that such Registration Statement be declared effective at the Effective Time and we hereby formally withdraw
our request for acceleration of the effective date until further notice from the Company.

    Very
    truly yours,

    AGEAGLE
    AERIAL SYSTEMS INC.

    By:
    /s/
    Mark DiSiena

    Name:
    Mark
    DiSiena

    Title:
    Chief
    Financial Officer

CORRESP
1
filename1.htm

Spartan
Capital Securities LLC

45
Broadway, 19th Floor

New
York, NY 10002

September
19, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    AgEagle
    Aerial Systems Inc.

    Registration
    Statement on Form S-1 (File No. 333-281897)

Ladies
and Gentlemen:

Reference
is made to our letter filed as correspondence via EDGAR on September 17, 2024, in which we, as the sole placement agent, requested the
acceleration of the effective date of the above-captioned Registration Statement for September 18, 2024 at 5:00 p.m. Eastern Time, in
accordance with Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act
of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at this time and we hereby formally
withdraw our request for acceleration of the effective date.

    Very
    truly yours,

    Spartan
    Capital Securities LLC

    By:
    /s/
    Brian Duddy

    Name:
    Brian
    Duddy

    Title:
    Head
    of Capital Markets

CORRESP
1
filename1.htm

AGEAGLE
AERIAL SYSTEMS INC.

8201
E. 34th Street N, Suite 1307

Wichita,
Kansas 67226

September
17, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
D.C. 20549

Re:
AgEagle Aerial Systems Inc. (the “Company”) Registration Statement on Form S-1 (File No. 333-281897) (the “Registration
Statement”)

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date
of the Company’s above-referenced Registration Statement be accelerated so that the same will become effective at 5:00 p.m. ET
on September 18, 2024, or as soon thereafter as is practicable.

It
would be appreciated if, promptly after the Registration Statement has become effective, you would so inform our outside counsel, Justin
Santarosa of Duane Morris LLP, by telephone at (213) 689-7466 or by email at jsantarosa@duanemorris.com. The Company hereby authorizes
Mr. Santarosa to orally modify or withdraw this request for acceleration.

    Very truly yours,

    AGEAGLE AERIAL SYSTEMS INC.

    By:
    /s/
    Mark DiSiena

    Name:

    Mark
    DiSiena

    Title:

    Chief
    Financial Officer

CORRESP
1
filename1.htm

Spartan
Capital Securities LLC

45
Broadway, 19th Floor

New
York, NY 10002

September
17, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    AgEagle
    Aerial Systems Inc.

    Registration
    Statement on Form S-1 (File No. 333-281897)

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended (the “Securities Act”), Spartan Capital Securities LLC, the placement agent, hereby requests acceleration of the
effective date of the above-referenced Registration Statement so that it will become effective at 5:00 p.m. ET on September 18, 2024,
or as soon thereafter as practicable.

Pursuant
to Rule 460 under the Securities Act, please be advised that there will be distributed to dealers, institutions and others, who are reasonably
anticipated to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus
as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

Please
contact Thomas J. Poletti of Manatt, Phelps & Phillips, LLP, counsel of the placement agent, at (714) 312-7500 to provide notice
of effectiveness, or if you have any questions or concerns regarding the foregoing. We appreciate your assistance in this matter.

    Very
    truly yours,

    Spartan
    Capital Securities LLC

    By:
    /s/
    Brian Duddy

    Name:
    Brian
    Duddy

    Title:
    Head
    of Capital Markets

CORRESP
1
filename1.htm

AGEAGLE
AERIAL SYSTEMS INC.

8201
E. 34th Street N, Suite 1307

Wichita,
Kansas 67226

September
16, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
D.C. 20549

Re:
AgEagle Aerial Systems Inc. (the “Company”) Registration Statement on Form S-1 (File No. 333-281897) (the “Registration
Statement”)

Ladies
and Gentlemen:

Reference
is made to our September 13, 2024 letter in which the Company requested acceleration of the effectiveness of the Company’s above-referenced
Registration Statement to 5:00 p.m. ET on September 17, 2024, or as soon thereafter as is practicable (the “Effective Time”),
in accordance with Rule 461 under the Securities Act of 1933, as amended.

The
Company is no longer requesting that such Registration Statement be declared effective at the Effective Time and we hereby formally withdraw
our request for acceleration of the effective date until further notice from the Company.

  Very
  truly yours,

  AGEAGLE
  AERIAL SYSTEMS INC.

  By:
  /s/
  Mark DiSiena

  Name:
  Mark
  DiSiena

  Title:
  Chief
  Financial Officer

CORRESP
1
filename1.htm

Spartan
Capital Securities LLC

45
Broadway, 19th Floor

New
York, NY 10002

September
16, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    AgEagle
    Aerial Systems Inc.

    Registration
    Statement on Form S-1 (File No. 333-281897)

Ladies
and Gentlemen:

Reference
is made to our letter filed as correspondence via EDGAR on September 13, 2024, in which we, as the sole placement agent, requested the
acceleration of the effective date of the above-captioned Registration Statement for September 17, 2024 at 5:00 p.m. Eastern Time, in
accordance with Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act
of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at this time and we hereby formally
withdraw our request for acceleration of the effective date.

    Very
    truly yours,

    Spartan
    Capital Securities LLC

    By:
    /s/
    Brian Duddy

    Name:
    Brian
    Duddy

    Title:
    Head
    of Capital Markets

CORRESP
1
filename1.htm

Spartan
Capital Securities LLC

45
Broadway, 19th Floor

New
York, NY 10002

September
13, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:

    AgEagle
    Aerial Systems Inc.

    Registration
    Statement on Form S-1 (File No. 333-281897)

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended (the “Securities Act”), Spartan Capital Securities LLC, the placement agent, hereby requests acceleration of the
effective date of the above-referenced Registration Statement so that it will become effective at 5:00 p.m. ET on September 17, 2024,
or as soon thereafter as practicable.

Pursuant
to Rule 460 under the Securities Act, please be advised that there will be distributed to dealers, institutions and others, who are reasonably
anticipated to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus
as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

Please
contact Thomas J. Poletti of Manatt, Phelps & Phillips, LLP, counsel of the placement agent, at (714) 312-7500 to provide notice
of effectiveness, or if you have any questions or concerns regarding the foregoing. We appreciate your assistance in this matter.

    Very
    truly yours,

    Spartan
    Capital Securities LLC

    By:
    /s/
    Brian Duddy

    Name:
    Brian
    Duddy

    Title:
    Head
    of Capital Markets

CORRESP
1
filename1.htm

AGEAGLE
AERIAL SYSTEMS INC.

8201
E. 34th Street N, Suite 1307

Wichita,
Kansas 67226

September
13, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
D.C. 20549

Re:
AgEagle Aerial Systems Inc. (the “Company”) Registration Statement on Form S-1 (File No. 333-281897) (the “Registration
Statement”)

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned respectfully requests that the effective date
of the Company’s above-referenced Registration Statement be accelerated so that the same will become effective at 5:00 p.m. ET
on September 17, 2024, or as soon thereafter as is practicable.

It
would be appreciated if, promptly after the Registration Statement has become effective, you would so inform our outside counsel, Justin
Santarosa of Duane Morris LLP, by telephone at (213) 689-7466 or by email at jsantarosa@duanemorris.com. The Company hereby authorizes
Mr. Santarosa to orally modify or withdraw this request for acceleration.

  Very truly yours,

  AGEAGLE AERIAL SYSTEMS INC.

  By:
  /s/ Mark DiSiena

  Name:
  Mark DiSiena

  Title:
  Chief Financial Officer

September 9, 2024
Mark DiSiena
Chief Financial Officer
AgEagle Aerial Systems Inc.
8201 E. 34 th Street N, Suite 1307
Wichita, Kansas 67226
Re:AgEagle Aerial Systems Inc.
Registration Statement on Form S-1
Filed on September 3, 2024
File No. 333-281897
Dear Mark DiSiena:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Bradley Ecker at 202-551-4985 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

AGEAGLE
AERIAL SYSTEMS, INC.

8201
E. 34th Cir N

Wichita,
Kansas 67226

May
16, 2024

VIA
EDGAR

Ms.
Jenny O’Shanick

Division
of Corporation Finance - Office of Manufacturing

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

  Re:
  AgEagle Aerial Systems Inc. (the “Company”)

  Registration Statement on Form S-1

  (File No. 333-278978) (the “Registration Statement”)

Dear
Ms. O’Shanick,

The
Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness
of the Registration Statement so that such Registration Statement will become effective as of 4:00 p.m. on May 20, 2024, or soon
thereafter as practicable.

The
Company hereby acknowledges that:

 ● Should
                                            the Securities and Exchange Commission (the “Commission”) or the Staff,
                                            acting pursuant to the delegated authority, declare the Registration Statement effective,
                                            it does not foreclose the Commission from taking any action with respect to the Registration
                                            Statement;

 ● The
                                            action of the Commission or the Staff, acting pursuant to delegated authority, in declaring
                                            the Registration Statement effective, does not relieve the Company from its full responsibility
                                            for the adequacy and accuracy of the disclosure in the Registration Statement; 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.

{Signature
page to follow}

    Very
    truly yours,

    AgEagle
    Aerial Systems Inc.

    By:
    /s/
    Mark DiSiena

    Name:
    Mark
    DiSiena

    Title:
    Chief
    Financial Officer

    2

United States securities and exchange commission logo
May 6, 2024
Mark DiSiena
Chief Financial Officer
AgEagle Aerial Systems Inc.
8201 E. 34th Cir N, Suite 1307
Wichita, Kansas 67226
Re:AgEagle Aerial Systems Inc.
Registration Statement on Form S-1
Filed on April 29, 2024
File No. 333-278978
Dear Mark DiSiena:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jenny O'Shanick at 202-551-8005 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Tahra Wright

CORRESP
1
filename1.htm

AGEAGLE
AERIAL SYSTEMS, INC.

8201
E. 34th Cir N

Wichita,
Kansas 67226

February
8, 2024

VIA
EDGAR

Mr.
Eranga Dias

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:

    AgEagle
    Aerial Systems Inc. (the “Company”)

    Registration
    Statement on Form S-1

    (File
    No. 333-276592) (the “Registration Statement”)

Dear
Mr. Dias,

The
Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness
of the Registration Statement so that such Registration Statement will become effective as of 4:00 p.m. on February 12, 2024, or soon
thereafter as practicable.

The
Company hereby acknowledges that:

    ●
    Should
    the Securities and Exchange Commission (the “Commission”) or the Staff, acting pursuant to the delegated authority, declare
    the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration
    Statement;

    ●
    The
    action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective,
    does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement;
    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.

{Signature
page to follow}

    Very
    truly yours,

    AgEagle
    Aerial Systems Inc.

    By:

    /s/
    Mark DiSiena

    Name:

    Mark
    DiSiena

    Title:

    Chief
    Financial Officer

    2

United States securities and exchange commission logo
January 26, 2024
Grant Begley
Chief Executive Officer
AgEagle Aerial Systems Inc.
8201 E. 34th Cir N
Wichita, Kansas 67226
Re:AgEagle Aerial Systems Inc.
Registration Statement on Form S-1
Filed January 18, 2024
File No. 333-276592
Dear Grant Begley:
            We have conducted a limited review of your registration statement and have the
following comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form S-1 Filed January 18, 2024
General
1.We note that you incorporate information by reference into your registration statement.
However, since you have not filed your Form 10-K for the fiscal year ended December 31,
2023, you are not eligible to incorporate by reference.  See General Instruction VII.C of
Form S-1.  Please amend the registration statement to include all of the disclosure required
by Form S-1, or in the alternative, file your Form 10-K for the fiscal year ended December
31, 2023, and update this section accordingly.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration

 FirstName LastNameGrant Begley
 Comapany NameAgEagle Aerial Systems Inc.
 January 26, 2024 Page 2
 FirstName LastName
Grant Begley
AgEagle Aerial Systems Inc.
January 26, 2024
Page 2
statement.
            Please contact Eranga Dias at 202-551-8107 or Erin Purnell at 202-551-3454 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

AgEagle
Aerial Systems Inc.

8863
E. 34th Street North

Wichita,
KS 67226

July
25, 2023

VIA
EDGAR & TELECOPY

Mr.
Greg Herbers

Division
of Corporation Finance

U.S.
Securities & Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

    RE:
    AgEagle
    Aerial Systems Inc. (the “Company”)

    Registration
    Statement on Form S-1

    (File
    No. 333- 273332) (the “Registration Statement”)

Dear
Mr. Herbers:

The
Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness
of the above-referenced Registration Statement so that such Registration Statement will become effective as of 4:00 p.m. on July 27,
2023, or as soon thereafter as practicable.

The
Company hereby acknowledges that:

    ●
    Should
    the Securities and Exchange Commission (the “Commission”) or the Staff, acting pursuant to delegated authority, declare
    the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration
    Statement;

    ●
    The
    action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective,
    does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement;
    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.

[Signature
page follows]

    Very
    truly yours,

    AGEAGLE
    AERIAL SYSTEMS INC.

    By:

    /s/
    Nicole Fernandez-McGovern

    Name:
    Nicole
    Fernandez-McGovern

    Title:

    Chief
    Financial Officer

United States securities and exchange commission logo
July 24, 2023
Nicole Fernandez-McGovern
Chief Financial Officer
AgEagle Aerial Systems Inc.
8863 E. 34th Street North
Wichita, Kansas 67226
Re:AgEagle Aerial Systems Inc.
Registration Statement on Form S-1
Filed July 19, 2023
File No. 333-273332
Dear Nicole Fernandez-McGovern:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Jane Tam

CORRESP
1
filename1.htm

age_corresp

AgEagle Aerial Systems Inc.

8863 E. 34th Street North

Wichita, KS 67226

May 2,
2023

VIA EDGAR & TELECOPY

Mr.
Greg Herbers

Division
of Corporation Finance

U.S.
Securities & Exchange Commission

100 F
Street, NE

Washington,
D.C. 20549

RE:

AgEagle
Aerial Systems Inc. (the “Company”)

Registration
Statement on Form S-3

(File
No. 333- 271304) (the “Registration
Statement”)

Dear
Mr. Herbers:

The
Company hereby requests, pursuant to Rule 461 promulgated under the
Securities Act of 1933, as amended, acceleration of effectiveness
of the above-referenced Registration Statement so that such
Registration Statement will become effective as of 4:00 p.m. on May
4, 2023, or as soon thereafter as practicable.

The
Company hereby acknowledges that:

●

Should the
Securities and Exchange Commission (the “Commission”)
or the Staff, acting pursuant to delegated authority, declare the
Registration Statement effective, it does not foreclose the
Commission from taking any action with respect to the Registration
Statement;

●

The action of the
Commission or the Staff, acting pursuant to delegated authority, in
declaring the Registration Statement effective, does not relieve
the Company from its full responsibility for the adequacy and
accuracy of the disclosure in the Registration Statement;
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.

[Signature
page follows]

Very truly
yours,

AGEAGLE
AERIAL SYSTEMS INC.

By:

/s/
Nicole
Fernandez-McGovern

Name:

Nicole
Fernandez-McGovern

Title:

Chief
Financial Officer

United States securities and exchange commission logo
April 24, 2023
Nicole Fernandez-McGovern
Chief Financial Officer
AgEagle Aerial Systems Inc.
8863 E. 34th Street North
Wichita, Kansas 67226
Re:AgEagle Aerial Systems Inc.
Registration Statement on Form S-3
Filed April 18, 2023
File No. 333-271304
Dear Nicole Fernandez-McGovern :
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Jane Tam

CORRESP
1
filename1.htm

AgEagle
Aerial Systems Inc.

8833
E. 34th Street North

Wichita,
KS 67226

February
7, 2022

VIA
EDGAR & TELECOPY

Mr.
Gregory Herbers

Division
of Corporation Finance

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

Re:
	        AgEagle Aerial Systems Inc. (the “Company”)

Registration
Statement on Form S-3

(File
No. 333-262414) (the “Registration Statement”)

Dear
Mr. Herbers,

The
Company hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness
of the Registration Statement so that such Registration Statement will become effective as of 4:00 p.m. on February 9, 2022, or soon
thereafter as practicable.

The
Company hereby acknowledges that:

 · Should
                                            the Securities and Exchange Commission (the “Commission”) or the Staff, acting
                                            pursuant to the delegated authority, declare the Registration Statement effective, it does
                                            not foreclose the Commission from taking any action with respect to the Registration Statement;

 · The
                                            action of the Commission or the Staff, acting pursuant to delegated authority, in declaring
                                            the Registration Statement effective, does not relieve the Company from its full responsibility
                                            for the adequacy and accuracy of the disclosure in the Registration Statement; 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.

{Signature
page to follow}

Very
truly yours,

AgEagle
Aerial Systems Inc.

By:
/s/
Nicole Fernandez-McGovern

Name:
Nicole
Fernandez-McGovern

Title:
Chief
Financial Officer

United States securities and exchange commission logo
February 4, 2022
Nicole Fernandez
Chief Financial Officer
AgEagle Aerial Systems Inc.
8833 E. 34th Street North
Wichita Kansas 67226
Re:AgEagle Aerial Systems Inc.
Registration Statement on Form S-3
Filed January 28, 2022
File No. 333-262414
Dear Ms. Fernandez:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Gregory Herbers at 202-551-8028 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Jane Tam

United States securities and exchange commission logo
February 3, 2022
Nicole Fernandez-McGovern
Chief Financial Officer, EVP of Operations and Secretary
AgEagle Aerial Systems Inc.
8863 E. 34th Street North
Wichita, Kansas 67226
Re:AgEagle Aerial Systems Inc.
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed March 31, 2021
File No. 001-36492
Dear Ms. Fernandez-McGovern:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

AgEagle Aerial Systems Inc.

8863 E. 34th Street
North

Wichita, Kansas 67226

January 12, 2022

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-4628

Attn: Andi Carpenter

Re:     AgEagle Aerial Systems Inc.

Form 10-K for the Fiscal Year Ended December 31, 2020

Form 8-K/A filed May 4, 2021

Form 10-Q for the Quarterly Period Ended September
30, 2021

File No. 001-36492

Dear Ms. Carpenter:

We are responding to the comment letter dated
December 20, 2021 (“Staff’s Letter”) related to AgEagle Aerial Systems, Inc. (“Company”). The numbered paragraphs
set forth below respond to the Staff’s comments and correspond to the numbered paragraphs in the Staff’s Letter.

Staff Comment:

Form 8-K/A filed May 4, 2021

Item 9.01 Financial Statements and Exhibits, page 1

1.
Please file unaudited interim financial
statements of Measure Global, Inc. as required under Rule 8-04 of Regulation S-X in an amendment. Please update the proforma financial
information with the interim financial statements.

RESPONSE: We filed a Form 8-K/A on January 12, 2022 (“Amendment
No. 2”) with the unaudited interim financial statements of Measure Global, Inc. (“Measure”) as of and for the period
ended March 31, 2021, as required under Rule 8-04 of Regulation S-X. We included in Amendment No. 2 updated proforma financial
information with such interim financial statements.

Staff Comment:

Form 10-Q for the Quarterly Period Ended September 30, 2021

Notes to Condensed Interim Consolidated Financial Statements

    1

Note 4 Notes Receivable, page 15

2.
We note your company executed promissory notes to Parrot Drones SAS in November 2020 and
August 2021. We also note that you entered into stock purchase agreements with Parrot Drones SAS in relation to your company’s
acquisitions of MicaSense, Inc. and senseFly SA and senseFly, Inc. Please address the following:

 ● Explain in greater detail who Parrot Drones SAS is and whether it is a related party to your
company.

RESPONSE: None of Parrot Drones SAS (“Parrot”)
or any of the associated Parrot subsidiaries are a related party to the Company or any of its subsidiaries, including MicaSense,
Inc. (“MicaSense”), senseFly SA and senseFly, Inc. (collectively, “senseFly”). Parrot has been a competitor
of the Company since the Company’s founding in 2010. Prior to the MicaSense acquisition, Parrot had never done business with the
Company. No principal owner or management relationships as defined in Item 404 of Regulation S-K exist.

Parrot is a France-based drone manufacturer that has recently shifted
their focus from consumer and commercial drone sales into government drone sales. While they still have commercial operations, Parrot
is putting their resources behind their flagship Anafi drone, which was selected by the US Government as one of five approved vendors
of drones to divisions like the Department of Defense and the General Services Administration in 2020. To that end, Parrot hired Raymond
James to assist in the divestiture of all non-essential business lines. Raymond James contacted the Company in the summer of 2020 to
inquire if the Company was interested in joining the sale process for MicaSense, at which time the Company joined the process and successfully
closed the acquisition. Due to the successful closing, Raymond James again contacted the Company in the summer of 2021 to gauge the Company’s
interest in Parrot’s other commercial drone subsidiary, senseFly. Due to the mutual interest, Parrot and Raymond James negotiated
the sale of the senseFly entities exclusively with the Company, resulting in the subsequent closing of the acquisition
in October 2021. At the time of closing, the Company entered into a Technology License and Support Agreement with Parrot for
a transition period. While Parrot remains a vendor to MicaSense and senseFly post-acquisition, the Company confirms that Parrot is not
a related party.

 ● More
fully explain to us the total amount of the promissory notes you have executed to Parrot Drones SAS and the business purpose of
each promissory note.

RESPONSE: The Company executed two promissory notes for a
total of $300,000 with Parrot in connection with the MicaSense and senseFly acquisitions. The purpose of both of these promissory
notes was to provide Parrot with the upfront cash needed to pay for its transaction costs related to the respective acquisitions.
Principal amounts of the promissory notes were then reduced from the total purchase price of each acquisition at closing. The initial
promissory note with Parrot relating to the MicaSense acquisition was $100,000, while the subsequent promissory note relating to
the senseFly acquisition was $200,000.

●
Please tell us who owned MicaSense, Inc.,
senseFly SA, and senseFly, Inc before your company’s acquired them.

RESPONSE: Prior to the acquisitions by the Company, Parrot
owned MicaSense since October 2015, and the senseFly entities since July 2012.

    2

MicaSense was founded in January 2014 and raised $2,000,000 in a
Series A round of financing from Parrot in December 2014. Parrot made an additional $5,000,000 investment in a Series A2 round
of financing in October 2015 that gave Parrot more than 50% ownership in MicaSense and the option to buyout management’s equity
going forward. Parrot acquired additional equity interests in MicaSense in two tranches in 2018 and 2019 that resulted in a 99%
ownership stake. The remaining 1% was held by Justin McAllister, the Company’s current VP of R&D, up until the date of acquisition
by the Company.

The senseFly entities were founded in 2009 and bootstrapped
their capital raises via smaller grants, debt and pre-seed money until July 2012, when Parrot invested $5,000,000 in senseFly
in exchange for more than 60% ownership. Parrot acquired the remaining equity interest in each of the senseFly entities by July
2016, giving Parrot 100% ownership of senseFly.

 ● Please explain the total amount of cash and other consideration your company paid to Parrot
Drones SAS in relation to the acquisitions.

RESPONSE: The Company agreed to a purchase price of $23.0
million for each of the MicaSense and senseFly acquisitions, for a total purchase consideration of $46.0 million to Parrot. Both
acquisitions were subject to purchase price adjustments based on the current cash and debt on hand, one-time transaction expenses,
and net working capital requirement. The transactions were also each subject to a net working capital adjustment 90 days after
closing, as well as a 1- and 2-year holdback period, broken out as follows:

MicaSense, Inc.

$100,000 in cash via a promissory note paid upon signing
of LOI (November 16, 2020)

$13,500,000 in cash paid at closing (January 27, 2021)

$1,400,000 in cash and $3,000,000 in stock paid 90 days
after closing

$2,375,000 in cash payable on March 31, 2022

$2,375,000 in cash payable on March 31, 2023

senseFly SA

$200,000 in cash via a promissory note paid upon signing
of LOI (August 25, 2021)

$11,735,000 in cash paid at closing (October 19, 2021)

$1,500,000 in cash and $3,000,000 in stock paid 90 days
after closing

$2,282,500 in cash payable on December 31, 2022

$2,282,500 in cash payable on December 31, 2023

senseFly, Inc.

$1,565,000 in cash paid at closing (October 19, 2021)

$217,500 in cash payable on December 31, 2022

$217,500 in cash payable on December 31, 2023

    3

Staff Comment:

Note 7 Acquisition, page 19

 3. We note you completed the acquisitions of MicaSense, Inc. and Measure Global, Inc.

Please address the following:

 ● More
fully explain how you determined each acquisition is the acquisition of a business. Provide your analyses based on the criteria
in ASC 805-10-55-3A through 55-6 and 805-10-55-8 through 55-9.

RESPONSE: The Company respectfully informs the Staff that
the following facts outlined below were taken into consideration when determining if the acquisition of MicaSense and Measure
met the requirements to be treated as a business combination under ASC 805. Specifically, the Company considered the following
criteria in ASC 805-10-55-3A through 55-6 and 805-10-55-8 through 55-9. The Company acquired 100% of the issued and outstanding
capital stock of both acquired companies. In our fair value calculation, a significant amount of the purchase price was allocated
to goodwill, which is an indication of a business combination. The Company acquired MicaSense and Measure’s integrated set
of activities and assets consistent with the criteria in ASC 805-10-55-4. MicaSense and Measure have inputs including intangible
assets and intellectual property along with the employees necessary to maintain the processes in place. As part of the acquisition,
the Company purchased an organized workforce which includes all skilled workers required to continue performing the core revenue
(output) generating activities of MicaSense and Measure after the acquisition. A significant value of the acquisition was allocated
to the skilled workforce as these employees have the necessary skills and knowledge to continue to generate revenues and future
products. The acquired companies generated outputs (revenue) prior to the respective asset purchase agreements and will continue
to do so after the transactions. In accordance with the guidance in ASC 805-10-55-5E which states if a set has outputs (continuation
of revenue before and after the transaction), the set will have both an input and substantive process if any of the criteria in
A through D are present. As discussed above, ASC 805-10-55-5E is met and therefore, each acquired company constitutes a business.
Based on the analysis above, the Company believes MicaSense and Measure are considered businesses and the transactions were therefore
treated as a business combination under ASC 805. The analysis above also applies to the Company’s acquisition of senseFly.

 ● More
fully explain how you determined the fair value of the intangible assets you acquired.

RESPONSE: In identifying and valuing the intangible assets,
management considered the legal/contractual and separable criteria (the recognition criteria) of ASC 805. The intangible assets
identified by management for each acquisition included developed technology, customer relationships, trade names, and non-compete
agreements. We also determined the value of the assembled workforce. However, we note the assembled workforce is not an intangible
asset that is recognized apart from goodwill for financial reporting purposes. The developed technology was valued utilizing a
relief-from royalty methodology from the income approach. The customer relationships were valued utilizing an incremental income
approach with and without methodology from the income approach. The trade names were valued utilizing a relief-from royalty methodology
from the income approach. The non-compete agreements were valued utilizing an incremental income with and without methodology from
the income approach. The assembled workforce was valued using a replacement cost methodology. The related cash flows were discounted
back to present value using a market derived discount rate. Management calculated the implied internal rate of return utilizing
the overall projected financial information for the businesses, then calculated a market derived weighted average cost of capital
and assigned asset specific required rates of return to the intangible assets in a weighted average return on assets analysis so
that the internal rate of return, the weighted average cost of capital, and the weighted average return on assets reconciled.

    4

 ● More
fully explain to us the reasons why the amount of goodwill you recorded in each acquisition represents a significant percentage
of the related purchase price.

RESPONSE: The businesses are in growth stage and were not
yet profitable. The perceived value in the transactions are in the workforce acquired, the future technology to be developed, and
the expected future customers. The overall business plan for both the Company and the acquired companies includes significant revenue
growth, which implies that a significant amount of goodwill is reasonable. This growth includes expected continued developments
in the acquired companies’ drone hardware, software and related regulations of the industry.

 ● Clarify to us whether any parties involved with these
acquisitions are related parties.

RESPONSE: No related parties were involved with the acquisitions.

 ● Provide the disclosure required by ASC 805-10-50-2(h).

RESPONSE: The supplemental pro forma information related
to post-acquisition revenues during the relevant period for MicaSense was  previously disclosed in Form 10-Q filed
on November 12, 2021 and specifically addressed in Footnote 2 of the Summary of Significant Accounting Policies – Sales
Concentration by Product Mix section. Although we did not include information related to post-acquisition earnings during
the relevant supplemental period, we did provide the relevant disclosure in the Form 8-K/A filed on April 13, 2021 and specifically
addressed in Footnote 2 of the Summary of Significant Accounting Policies – Correction of Prior Period Information
providing sufficient information to investors to evaluate the financial effect of the business combinations on the Company individually
and in the aggregate.

Please see below for the unaudited pro forma information related
to post-acquisition revenues and earnings during the relevant period for MicaSense:

Our results
for the nine months ended September 30, 2021 include results from MicaSense, Inc. between January 27, 2021 and September 30, 2021.
The following unaudited pro forma information presents the Company’s results of operations as if the acquisition of MicaSense,
Inc. had occurred at the beginning of fiscal year 2021. The pro forma results do not purport to represent what the Company’s
results of operations actually would have been if the transactions had occurred at the beginning of the period presented or what
the Company’s operating results will be in future periods.

    (Unaudited)
    (Unaudited)

    Three Months Ended
    Nine Months Ended

    September 30,
    September 30,

    2021
    2020
    2021
    2020

    Revenue, net
    $ 1,909,921
    $ 1,466,417
    $ 5,695,073
    $ 4,519,302

    Net loss
    $ (439,581 )
    $ (182,344 )
    $ (167,720 )
    $ (291,700 )

    Earnings Per Share - Basic &Diluted
    $ (0.01 )
    $ (0.00 )
    $ (0.00 )
    $ (0.01 )

    5

The supplemental pro forma information related to post-acquisition
revenues during the relevant period for Measure was previously disclosed in Form 10-Q filed on November 12, 2021, and specifically
addressed in Footnote 2 of the Summary of Significant Accounting Policies – Sales Concentration by Product Mix section.
Although we did not initially include information related to post-acquisition earnings during the relevant supplemental period,
we did provide the relevant disclosure in the Form 8-K/A filed on January 12, 2022 in response to the Staff’s comments to
provide additional disclosure to the users of the financial statements related to pro forma information of revenue and earnings
had the acquisition occurred as of January 1, 2021.

Please see below for the unaudited pro forma information related
to post-acquisition revenues and earnings during the relevant period for Measure:

Our results
for the nine months ended September 30, 2021 include results from Measure Global, Inc. between April 19, 2021 and September 30,
2021. The following unaudited pro forma information presents the Company’s results of operations as if the acquisition of
Measure Global, Inc. had occurred at the beginning of fiscal year 2021. The pro forma results do not purport to represent what
the Company’s results of operations actually would have been if the transactions had occurred at the beginning of the period
presented or

United States securities and exchange commission logo
December 20, 2021
Nicole Fernandez-McGovern
Chief Financial Officer, EVP of Operations and Secretary
AgEagle Aerial Systems Inc.
8863 E. 34th Street North
Wichita, Kansas 67226
Re:AgEagle Aerial Systems Inc.
Form 10-K for the Fiscal Year Ended December 31, 2020
Form 8-K/A filed May 4, 2021
Form 10-Q for the Quarterly Period Ended September 30, 2021
File No. 001-36492
Dear Ms. Fernandez-McGovern:
            We have limited our review of your filings to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 8-K/A filed May 4, 2021
Item 9.01 Financial Statements and Exhibits, page 1
1.Please file unaudited interim financial statements of Measure Global, Inc. as required
under Rule 8-04 of Regulation S-X in an amendment.  Please update the proforma
financial information with the interim financial statements.
Form 10-Q for the Quarterly Period Ended September 30, 2021
Notes to Condensed Interim Consolidated Financial Statements
Note 4  Notes Receivable, page 15
2.We note your company executed promissory notes to Parrot Drones SAS in November
2020 and August 2021.  We also note that you entered into stock purchase agreements
with Parrot Drones SAS in relation to your company's acquisitions of MicaSense, Inc. and

 FirstName LastNameNicole Fernandez-McGovern
 Comapany NameAgEagle Aerial Systems Inc.
 December 20, 2021 Page 2
 FirstName LastName
Nicole Fernandez-McGovern
AgEagle Aerial Systems Inc.
December 20, 2021
Page 2
senseFly SA and senseFly, Inc.  Please address the following:
•Explain in greater detail who Parrot Drones SAS is and whether it is a related party to
your company.
•More fully explain to us the total amount of the promissory notes you have executed
to Parrot Drones SAS and the business purpose of each promissory note.
•Please tell us who owned MicaSense, Inc., senseFly SA, and senseFly, Inc before
your company's acquired them.
•Please explain the total amount of cash and other consideration your company paid to
Parrot Drones SAS in relation to the acquisitions.
Note 7 Acquisition, page 19
3.We note you completed the acquisitions of MicaSense, Inc. and Measure Global, Inc.
Please address the following:

•More fully explain how you determined each acquisition is the acquisition of a
business.  Provide your analyses based on the criteria in ASC 805-10-55-3A through
55-6 and 805-10-55-8 through 55-9.
•More fully explain how you determined the fair value of the intangible assets you
acquired.
•More fully explain to us the reasons why the amount of goodwill you recorded in
each acquisition represents a significant percentage of the related purchase price.
•Clarify to us whether any parties involved with these acquisitions are related parties.
•Provide the disclosure required by ASC 805-10-50-2(h).

Please also comply with these comments as they relate to your acquisition of senseFly SA
and senseFly, Inc.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Andi Carpenter at 202-551-3645 or Kevin Stertzel at 202-551-3723
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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AgEagle
Aerial Systems Inc.

8833 E. 34th Street North

Wichita, KS 67226

May 27, 2021

VIA EDGAR & TELECOPY

Andi Carpenter

Division of Corporation Finance

Office of Manufacturing

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 RE:

 AgEagle Aerial Systems
Inc. (the “Company”)

	Registration Statement on Form S-3

	(File No. 333- 255940) (the “Registration Statement”)	,

Dear Ms. Cheng:

The Company hereby
requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the above-referenced
Registration Statement so that such Registration Statement will become effective as of 5:00 p.m. on June 1, 2021, or as soon thereafter
as practicable.

The
Company hereby acknowledges that:

 · Should
                                            the Securities and Exchange Commission (the “Commission”) or the Staff, acting
                                            pursuant to delegated authority, declare the Registration Statement effective, it does not
                                            foreclose the Commission from taking any action with respect to the Registration Statement;

 · The
                                            action of the Commission or the Staff, acting pursuant to delegated authority, in declaring
                                            the Registration Statement effective, does not relieve the Company from its full responsibility
                                            for the adequacy and accuracy of the disclosure in the Registration Statement; 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.

[Signature
page follows]

Very truly yours,

AGEAGLE AERIAL SYSTEMS INC.

By: /s/ Nicole Fernandez-McGovern

Name: Nicole Fernandez-McGovern

Title: Chief Financial Officer

United States securities and exchange commission logo
May 17, 2021
Nicole Fernandez-McGovern
Chief Financial Officer
AgEagle Aerial Systems Inc.
8833 E. 34th Street North
Wichita Kansas 67226
Re:AgEagle Aerial Systems Inc.
Registration Form on S-3
Filed May 10, 2021
File No. 333-255940
Dear Ms. Fernandez-McGovern:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Andi Carpenter at 202-551-3645 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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AgEagle Aerial
Systems Inc.

8833 E. 34th Street North

Wichita, Kansas
67226

May 4, 2021

VIA EDGAR & TELECOPY

Mr. Tom Jones

Division of Corporation Finance

Office of Manufacturing

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 RE:

 AgEagle Aerial Systems Inc. (the
“Company”)

Registration Statement on Form S-3

(File No. 333- 252801) (the “Registration Statement”)

Dear Mr. Jones:

The Company hereby requests, pursuant to Rule
461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the above-referenced Registration
Statement so that such Registration Statement will become effective as of 5:00 p.m. on May 6, 2021, or as soon thereafter
as practicable.

The Company hereby acknowledges
that:

 · Should the Securities and Exchange Commission (the “Commission”)
or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission
from taking any action with respect to the Registration Statement;

 · The action of the Commission or the Staff, acting pursuant to delegated
authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy
and accuracy of the disclosure in the Registration Statement; 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.

[Signature page follows]

    Very truly yours,

    AGEAGLE AERIAL SYSTEMS INC.

     By:
    /s/ Nicole Fernandez-McGovern

    Name:
    Nicole Fernandez-McGovern

    Title:
    Chief Financial Officer

United States securities and exchange commission logo
February 12, 2021
Michael Drozd
Chief Executive Officer
AgEagle Aerial Systems Inc.
8833 E. 34th Street North
Wichita, Kansas 67226
Re:AgEagle Aerial Systems Inc.
Registration Statement on Form S-3
Filed February 5, 2021
File No. 333-252801
Dear Mr. Drozd:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Thomas Jones at 202-551-3602 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Mitchell S. Nussbaum, Esq.

United States securities and exchange commission logo
June 17, 2020
Nicole Fernandez-McGovern
Chief Financial Officer
AgEagle Aerial Systems Inc.
117 S. 4th Street
Neodesha, Kansas 66567
Re:AgEagle Aerial Systems Inc.
Registration Statement on Form S-3
Filed June 12, 2020
File No. 333-239157
Dear Ms. Fernandez-McGovern :
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Sherry Haywood, Staff Attorney at (202) 551-3345 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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AGEAGLE
AERIAL SYSTEMS INC.

117 SOUTH
4TH STREET

NEODESHA,
KS 66757

 June 17, 2020

Ms. Sherry Haywood

Division of Corporation Finance

Office of Manufacturing

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 RE:

 AgEagle Aerial Systems Inc. (the
“Company”)

Registration Statement on Form S-3

File No. 333-239157

Dear Ms. Haywood:

The Company hereby
requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of the effectiveness of
the above-referenced Registration Statement so that such Registration Statement will become effective as of 5:00pm on June 19,
2020, or as soon thereafter as practicable.

The Company hereby acknowledges that:

Should the Securities and Exchange Commission (the “Commission ”) or the Staff,
acting pursuant to delegated authority, declare the Registration Statement effective, the Commission is not foreclosed from taking
any action with respect to the Registration Statement;

The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring
the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of
the disclosure in the Registration Statement; 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.

    Very truly yours,

    AGEAGLE AERIAL SYSTEMS INC.

     By:
    /s/ Nicole Fernandez-McGovern

    Name:
    Nicole Fernandez-McGovern

    Title:
    Chief Financial Officer

CORRESP
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AGEAGLE
AERIAL SYSTEMS INC.

117 SOUTH
4TH STREET

NEODESHA,
KS 66757

May 4, 2020

Ms. Sherry Haywood

Division of Corporation Finance

Office of Manufacturing

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 RE:

 AgEagle Aerial Systems Inc. (the
“Company”)

Registration Statement on Form S-3

File No. 333-237860

Dear Ms. Haywood:

The Company hereby
requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of the effectiveness of the
above-referenced Registration Statement so that such Registration Statement will become effective as of 5:30pm on May 6, 2020,
or as soon thereafter as practicable.

The Company hereby acknowledges that:

Should the Securities and Exchange Commission (the “Commission ”) or the Staff,
acting pursuant to delegated authority, declare the Registration Statement effective, the Commission is not foreclosed from taking
any action with respect to the Registration Statement;

The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring
the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of
the disclosure in the Registration Statement; 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.

    Very truly yours,

    AGEAGLE AERIAL SYSTEMS INC.

     By:
    /s/ Nicole Fernandez-McGovern

    Name:
    Nicole Fernandez-McGovern

    Title:
    Chief Financial Officer

United States securities and exchange commission logo
May 1, 2020
Nicole Fernandez-McGovern
Chief Financial Officer
AgEagle Aerial Systems Inc.
117 S. 4th Street
Neodesha, Kansas 66567
Re:AgEagle Aerial Systems Inc.
Registration Statement on Form S-3
Filed April 27, 2020
File No. 333-237860
Dear Ms. Fernandez-McGovern :
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Sherry Haywood, Staff Attorney at (202) 551-3345 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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AGEAGLE
AERIAL SYSTEMS, INC.

117 SOUTH
4TH STREET

NEODESHA,
KS 66757

September 13, 2018

Mr. Larry Spirgel

Assistant Director

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 RE:

 AgEagle Aerial Systems, Inc.. (the
“Company”)

Registration Statement on Form S-1

File No. 333-226324

Dear Mr. Spirgel:

The Company hereby
requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of the effectiveness of the
above-referenced Registration Statement so that such Registration Statement will become effective as of 4:30pm on September 17,
2018, or as soon thereafter as practicable.

The Company hereby acknowledges that:

Should the Securities and Exchange Commission (the “Commission ”) or the Staff,
acting pursuant to delegated authority, declare the Registration Statement effective, the Commission is not foreclosed from taking
any action with respect to the Registration Statement;

The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring
the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of
the disclosure in the Registration Statement; 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.

    Very truly yours,

    AGEAGLE AERIAL SYSTEMS, INC.

     By:
    /s/ Barrett
Mooney

    Name:
    Barrett
Mooney

    Title:
    Chief Executive Officer

CORRESP
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AgEagle Aerial
Systems, Inc.

117 South 4th
Street

Neodesha, KS
66757

September 7, 2018

        Justin Dobbie

        Legal Branch Chief

        Office of Transportation and Leisure

        Securities and Exchange Commission

        100 F. Street, N.E.

        Washington, D.C. 20549

 Re:

 AgEagle Aerial Systems Inc.

Amendment No. 1 to Registration Statement on Form S-1

Filed  August 27, 2018

File No. 333-226324

Dear Mr. Dobbie:

On behalf of AgEagle Aerial Systems,
Inc., a Nevada corporation (the “Company”), we hereby provide a response to the comments issued in a letter dated
September 5, 2018 (the “Staff’s Letter”) regarding the Company’s Amendment No. 1 to Registration Statement
on Form S-1 filed on August 27, 2018. Contemporaneously with this submission, we have filed an amendment to the Registration Statement
on Form S-1 (the “Amended Form S-1”) reflecting the response of the Company below. To facilitate the review by the
Commission’s staff (the “Staff”) of the Amended Form S-1, the Company hereby responds to the comment set forth
in the Staff’s Letter. Certain capitalized terms set forth in this letter are used as defined in the Amended Form S-1.

    Comment
    Number
    Comment and Response

Amendment No. 1 to Registration Statement on Form S-1

General

 1. We note your response to our prior comment 1 and that the Agribotix historical and pro forma financial statements
are included within the filing. In that regard, please also provide historical comparative unaudited interim financial statements
for the six month period ended June 30, 2017.

RESPONSE: As requested by the Staff,
we have provided historical comparative unaudited interim financial statements for the six month period ended June 30, 2017.

Thank you very much for your time and
attention in connection with this filing. Should you have any questions concerning any of the foregoing, please contact Tahra Wright,
Esq., of Loeb & Loeb LLP, counsel to the Company, by telephone at (212) 407-4122.

    Sincerely,

    /s/ Barrett
Mooney

    Barrett
Mooney, CEO

September 5, 2018
Barrett Mooney
Chief Executive Officer
AgEagle Aerial Systems Inc.
117 South 4th Street
Neodesha, KS 66757
Re:AgEagle Aerial Systems Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed August 27, 2018
File No. 333-226324
Dear Mr. Mooney:
            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 comments.  Unless we note
otherwise, our references to prior comments are to comments in our August 3, 2018 letter.
Amendment No. 1 to Registration Statement on Form S-1
General
1.We note your response to our prior comment 1 and that the Agribotix historical and pro
forma financial statements are included within the filing.  In that regard, please also
provide historical comparative unaudited interim financial statements for the six month
period ended June 30, 2017.

 FirstName LastNameBarrett  Mooney
 Comapany NameAgEagle Aerial Systems Inc.
 September 5, 2018 Page 2
 FirstName LastName
Barrett  Mooney
AgEagle Aerial Systems Inc.
September 5, 2018
Page 2
            Please contact Sonia Bednarowski at 202-551-3666 or Justin Dobbie, Legal Branch
Chief, at 202-551-3469 with any questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

CORRESP
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AgEagle Aerial
Systems, Inc.

117 South 4th
Street

Neodesha, KS
66757

August 24, 2018

        Justin Dobbie

        Legal Branch Chief

        Office of Transportation and Leisure

        Securities and Exchange Commission

        100 F. Street, N.E.

        Washington, D.C. 20549

 Re:

 AgEagle Aerial Systems Inc.

Registration Statement on Form S-1

Filed July 24, 2018

File No. 333-226324

Dear Mr. Dobbie:

On behalf of AgEagle Aerial Systems,
Inc., a Nevada corporation (the “Company”), we hereby provide a response to the comments issued in a letter dated August
3, 2018 (the “Staff’s Letter”) regarding the Company’s Registration Statement on Form S-1 Registration
Statement on Form S-1 filed on July 24, 2018. Contemporaneously with this submission, we have filed an amendment to the Registration
Statement on Form S-1 (the “Amended Form S-1”) reflecting the responses of the Company below. To facilitate the review
by the Commission’s staff (the “Staff”) of the Amended Form S-1, the Company hereby responds to the comments
set forth in the Staff’s Letter in the order of the numbered comments contained therein. Certain capitalized terms set forth
in this letter are used as defined in the Amended Form S-1. For your convenience, references in the responses to page numbers are
to the Amended Form S-1 and to the prospectus included therein.

    Comment
    Number
    Comment and Response

Registration Statement on Form S-1

General

 1. Please update the disclosure in your registration statement to include a discussion of the asset
purchase agreement you signed with Agribotix, LLC on July 25, 2018, and file the agreement as an exhibit to your registration statement.
In addition, please file all the historical and pro forma financial statements as required by Article 8 of Regulation S-X, or explain
to us why you believe that this disclosure is not required.

RESPONSE: As requested by the Staff,
we have included on page 26 disclosure on the asset purchase agreement the Company signed with Agribotix, LLC on July 25, 2018,
and filed as Exhibit 10.17 a copy of the agreement. The Company has included all the historical and pro forma financial statements
as required by Article 8 of Regulation S-X

 2. The consent of your independent registered public accounting firm filed as Exhibit 23.2 does
not refer to the correct filing. In addition, the consent states that the report of the independent registered public accounting
firm has been incorporated by reference; however, the report is included in the prospectus on pages F-30 to F-66. Please have the
accounting firm revise the consent and file the revised consent.

RESPONSE: The consent of our independent
registered public accounting firm filed as Exhibit 23.2 has been corrected to reflect the correct filing.

Thank you very much for your time and
attention in connection with this filing. Should you have any questions concerning any of the foregoing, please contact Tahra
Wright, Esq., of Loeb & Loeb LLP, counsel to the Company, by telephone at (212) 407-4122.

    Sincerely,

    /s/ Barrett
Mooney

    Barrett
Mooney, CEO

August 3, 2018
Barrett Mooney
Chief Executive Officer
AgEagle Aerial Systems Inc.
117 South 4th Street
Neodesha, KS 66757
Re:AgEagle Aerial Systems Inc.
Registration Statement on Form S-1
Filed July 24, 2018
File No. 333-226324
Dear Mr. Mooney:
            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
General
1.Please update the disclosure in your registration statement to include a discussion of the
asset purchase agreement you signed with Agribotix, LLC on July 25, 2018, and file the
agreement as an exhibit to your registration statement.  In addition, please file all the
historical and pro forma financial statements as required by Article 8 of Regulation S-X,
or explain to us why you believe that this disclosure is not required.
2.The consent of your independent registered public accounting firm filed as Exhibit 23.2
does not refer to the correct filing.  In addition, the consent states that the report of the
independent registered public accounting firm has been incorporated by reference;

 FirstName LastNameBarrett  Mooney
 Comapany NameAgEagle Aerial Systems Inc.
 August 3, 2018 Page 2
 FirstName LastName
Barrett  Mooney
AgEagle Aerial Systems Inc.
August 3, 2018
Page 2
however, the report is included in the prospectus on pages F-30 to F-66.  Please have the
accounting firm revise the consent and file the revised consent.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Sonia Bednarowski at 202-551-3666 or Justin Dobbie, Legal Branch
Chief, at 202-551-3469 with any questions.
Division of Corporation Finance
Office of Transportation and Leisure

CORRESP
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ENERJEX RESOURCES, INC.

4040 Broadway Street

Suite 425

San Antonio, TX 78209

February 12, 2018

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-6010

    Re:
    EnerJex Resources, Inc.

    Registration Statement on Form S-4 (File No.333-221712)

    Request for Acceleration of Effectiveness

    Requested Date: February 14, 2018

    Requested Time: 9:00 a.m. Washington, D.C. time

Ladies and Gentlemen:

In accordance with
Rule 461 promulgated under the Securities Act of 1933, as amended, EnerJex Resources, Inc. (the “Registrant”)
hereby requests acceleration of the effective date of the Registration Statement on Form S-4 (File No. 333-221712), as amended
(the “Registration Statement”), so that it may become effective at 9:00 a.m. Washington, D.C. time on February
14, 2018 or as soon as possible thereafter.

The Registrant hereby
authorizes Joel D. Mayersohn, Esq. of Dickinson Wright PLLC, to orally modify or withdraw this request for acceleration.

The Registrant hereby
acknowledges that:

 · should
the Securities and Exchange Commission (the “Commission”) or the staff of the Division of Corporation Finance
(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 Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 · the
Registrant 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.

We request that we
be notified of such effectiveness by a telephone call to Mr. Mayersohn at (954) 991-5426. We also respectfully request that a copy
of the written order from the Commission verifying the effective time and date of such Registration Statement be sent to Dickinson
Wright PLLC, attention Joel Mayersohn, via facsimile at (844) 670-6009 or email (jmayersohn@dickinsonwright.com).

    Sincerely,

    EnerJex Resources, Inc.

    By:
    /s/ Louis G. Schott

    Louis G. Schott

    Interim Chief Executive Officer

    cc:
    Joel D. Mayersohn

    Tahra Wright

    David Levine

    Chris Nelson

CORRESP
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February 8, 2018

VIA SEC EDGAR

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Laura Nicholson Special Counsel Office of Transportation and Leisure

    Tonya K. Aldave

 Re: EnerJex Resources, Inc.

Amendment No. 3 to

Registration Statement on Form
S-4

Filed February 6, 2018

File No. 333-221712

Dear Ms. Nicholson:

On behalf of EnerJex
Resources, Inc. (the “Company”), we are writing in response to the comments of the staff of the Commission (the
“Staff”) on the S-4 filing as transmitted by a letter dated February 8, 2018 (the “Comment Letter”)
to Louis G. Schott, Interim Chief Executive Officer of the Company. The answers set forth herein refer to each of the Staff’s
comments by number. This letter sets forth the Company’s proposed disclosures and responses to the Comment Letter. For your
convenience, we have restated the comments from the Comment Letter below, followed by the Company’s responses. An amended
filing to the S-4 Filing (the “Amended S-4 Filing”) reflecting changes in response to your comments is being
filed on February 8, 2018 via the Commission’s EDGAR system.

Exhibit 23.5 Consent of Independent
Registered Public Accounting Firm

1.       We
note that the auditor’s consent indicates that they consent to the use of their report dated May 12, 2017 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. However, we note that the report of the independent auditor contained on page 160 is dated May 15, 2017. Please revise your
consent to correct this discrepancy.

Response: We have
revised the auditor’s consent and have included a revised consent in this filing. Please note, this filing has been
abbreviated to only include the revised consent exhibit.

Other

2.       Please
note the age of financial statements requirement pursuant to Rule 8-08 of Regulation S-X and update the filing accordingly.

Response: We have reviewed
Rule 8-08 of Regulation S-X and no update is required at the current date.

**************

Please feel free to
contact the undersigned at 954-991-5426 with any questions.

    Very truly yours,

    /s/ Joel D. Mayersohn

Mail Stop 3561
February  8, 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. 3 to
Registration Statement on Form S -4
Filed February 6 , 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.

Exhibit 23.5 Consent of Independent Registered Public Accounting Firm

1. We note that the auditor’s consent indicates that they consent to the use  of their report
dated May 12, 2017 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.
However, we note that the report of the independent auditor contai ned on page 160 is
dated May 15, 2017.  Please revise your consent to correct this discrepancy.

Other

2. Please note the age of financial statements requirement pursuant to Rule 8 -08 of
Regulation S -X and update the filing accordingly.

Louis G. Schott
EnerJex Resources, Inc.
 February  8, 2018
 Page 2

You may conta ct 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 questi ons.

Sincerely,

 /s/ Laura Nicholson

 Laura Nicholson
 Special Counsel
Office of Transportation and Leisure

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

CORRESP
1
filename1.htm

February 5, 2018

VIA SEC EDGAR

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Laura Nicholson Special Counsel Office of Transportation and Leisure

    Tonya K. Aldave

 Re: EnerJex Resources, Inc.

Amendment No. 2 to

Registration Statement on Form
S-4

Filed January 25, 2018

File No. 333-221712

Dear Ms. Nicholson:

On behalf of EnerJex
Resources, Inc. (the “Company”), we are writing in response to the comments of the staff of the Commission (the
“Staff”) on the S-4 filing as transmitted by a letter dated February 2, 2018 (the “Comment Letter”)
to Louis G. Schott, Interim Chief Executive Officer of the Company. The answers set forth herein refer to each of the Staff’s
comments by number. This letter sets forth the Company’s proposed disclosures and responses to the Comment Letter. For your
convenience, we have restated the comments from the Comment Letter below, followed by the Company’s responses. An amended
filing to the S-4 Filing (the “Amended S-4 Filing”) reflecting changes in response to your comments is being
filed on February 5, 2018 via the Commission’s EDGAR system.

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.

Response: We have revised
the document in accordance with the Staff’s comment.

Preliminary Proxy Statement/Prospectus,
page 9

 2. We note your reference 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 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.

Response: We have
revised the document in accordance with the Staff’s comment.

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.

Response:	We
have revised the document in accordance with the Staff’s comment.

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 effects 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. However, 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 included 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.

Response:	We
have revised the document in accordance with the Staff’s comment.

**************

Please feel free to
contact the undersigned at 954-991-5426 with any questions.

    Very truly yours,

    /s/ Joel D. Mayersohn

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

CORRESP
1
filename1.htm

January 25, 2018

VIA SEC EDGAR

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Laura Nicholson Special Counsel Office of Transportation and Leisure

    Tonya K. Aldave

    Re:
    EnerJex Resources, Inc.

        Amendment No. 1 Registration Statement on Form S-4 Filed
        December 29, 2017

        File No. 333-221717

Dear Ms. Nicholson:

On behalf of EnerJex
Resources, Inc. (the “Company”), we are writing in response to the comments of the staff of the Commission (the
“Staff”) on the S-4 filing as transmitted by a letter dated January 18, 2018 (the “Comment Letter”)
to Louis G. Schott, Interim Chief Executive Officer of the Company. The answers set forth herein refer to each of the Staff’s
comments by number. This letter sets forth the Company’s proposed disclosures and responses to the Comment Letter. For your
convenience, we have restated the comments from the Comment Letter below, followed by the Company’s responses. An amended
filing to the S-4 Filing (the “Amended S-4 Filing”) reflecting changes in response to your comments is being
filed today via the Commission’s EDGAR system.

Questions and Answers about the Merger
and the Energex Special Meeting

What will shareholders receive in
the Merger, page 10

1.       Please
revise to clarify how the Exchange Ratio will be calculated.

Response:     We
have revised the disclosure to clarify how the Exchange Ratio will be calculated as a formula.

Related Party Transactions of Directors
and Officers of the Combined Company, page 63

2.       We
note your response to our prior comment 21 and reissue. We note your reference to related party loans totaling $55,000 on page
89. If required, please disclose these related party loans in this section. Refer to Item 404 of Regulation S-K.

Response:  We have
revised the disclosure to address the Staff’s comment.

EnerJex Management’s Discussion
and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources,
page 90

3.       We
note your response to our prior comment 26 and reissue in part. We note that you continue to refer to “offering circular”
on pages 85 and 91 and to “this offering” on pages 88 and 91. You also continue to state on page 91 that “(you)
are currently pursuing this offering, in which (you) anticipate raising additional capital through the sale of (your) securities.”
Please revise.

Response:       We
have revised the disclosure in accordance with Staff’s comment.

EnerJex Proposals

Proposal No. 1: Approval of the issuance
of EnerJex common stock, page 96

4.       We
note your response to our prior comment 29 and reissue in part. On page 96 you describe Proposal 1 as seeking approval of “the
issuance of shares to be issued in connection with a private placement offering in a minimum amount of $4 million (which offering
is a condition to closing the Merger).” Please provide more detail related to the EnerJex securities issuances for which
you are seeking shareholder approval, such as whether you are seeking approval for the issuance of (1) “new equity capital”
from the $4 million private placement, (2) equity upon conversion of outstanding notes held by Alpha Capital Anstalt, (3) 2.5%
outstanding common stock for the funding commitment, or (4) some combination of the above. We note your related disclosure under
“Private Placement” on page 20.

Response:       We
have revised the proxy to provide for a separate proposal in connection with the private placement.

5.       Please
ensure that your description of Proposal 1 is consistent throughout your filing. For example, we note that your descriptions of
Proposal 1 differ in your notice to shareholders, your disclosure on page 96, and your proxy card.

Response:       We
have revised Proposal 1 throughout the filing to make clear and consistent that only the approval related to the shares to be issued
to the AgEagle shareholders is being sought.

6.       We
note your response to prior comment 29 that the terms of the private placement have not been agreed to and that you have disclosed
the terms as they are known to date. Please tell us how you intend to comply with Regulation 14A and the disclosure requirements
set forth in Item 11 of Schedule 14A and Item 13 of Schedule 14A, if applicable. In that regard, we note that you have not disclosed
(1) the title and amount of securities to be issued, (2) the information required by Item 202 of Regulation S-K, and (3) the nature
and approximate amount of consideration to be received by the registrant.

Response:       We
have expanded our disclosure of the terms of the private placement. We have provided the information required in Items 11 and 13
of Schedule 14 as required.

7.       Please
explain to us why the proposal to approve the issuance of EnerJex common stock to AgEagle shareholders has been combined with the
proposal to issue common shares or shares convertible into common shares in connection with a private placement offering. These
two proposed issuances appear to constitute separate matters. Please refer to Exchange Act Rule 14a-4(a) (3).

Response:       See
our response to Item 4. above.

Unaudited Pro Forma Combined Financial
Statements, page 106

8.       Refer
to prior comment 31. Because the conversion of your Series A cumulative redeemable perpetual preferred stock is a vote separate
from the merger transaction vote, please revise your disclosure in footnote (J) and (10) to clearly disclose the amount of the
adjustment related to this conversion, including the amount that is recorded as an adjustment to additional paid-in capital.

Response:   We
have revised the disclosure in footnotes (J) and (10) to address the Staff’s comments.

Unaudited Pro Forma Condensed Statement
of Operations, page 108

9.       Refer
to prior comment 32. We note that the pro forma statements of operations for AgEagle Aerial Systems, Inc. and EnerJex Resources
are labeled for the nine months ended September 30, 2017. However, the historical information appears to be from the historical
financial statements for the nine months ended September 30, 2016. Please advise or revise accordingly.

Response:    We
have revised the pro-forma statement of operations to address the Staff’s comments. Due to an error in hidden columns provided
to the Edgar printer, the results for September 30, 2016 were in fact shown in the table. This has been corrected.

Notes to the Unaudited Pro Forma
Condensed Financial Information, page 110

10.       Refer
to prior comment 34. We note your response that you have had discussions with the lender of the $4,500,000 long term debt to forgive
such debt in return for transfer of your remaining oil and gas assets to the lender. Please tell us if you have finalized an agreement
regarding this transfer. If not, explain how adjustment (E) is factually supportable.

Response:       We
have not finalized an agreement for transfer. We have had multiple discussions with our lender and believe that the forgiveness
of debt in return for transfer of the assets is a probable outcome if the Company proceeds down such path. The Company believes
it is more likely than not that it will proceed towards a transfer of assets in exchange for debt forgiveness on the terms described
in the pro-forma balance sheet. The Company believes there may be other alternatives available to it with other third parties which
would result in the same outcome of the elimination of debt and the corresponding assets; however, these are less likely and none
are as developed as the direct transaction with the lender. Accordingly, in presenting the proforma condensed combined financial
statements, the Company would contend it would be appropriate and correct to provide for the adjustment (E). The Company has revised
the footnote to explain that no definitive agreement with the lender is currently in place.

Principal Shareholders of Combined
Company, page 116

11.        We
note your response to our prior comment 37 and reissue in part. We note your disclosure that the table excludes the conversion
to common stock of EnerJex’s Series B and Series C Convertible Preferred Stock. Please include these shares in the principal
shareholders table if their holder has a right to convert them to common stock within 60 days. Refer to Item 403 of Regulation
S-K and Rule 13d-3 of the Exchange Act.

Response:

We have revised the principal shareholder
table and the appropriate footnote to include the Series B and C shares where appropriate; and have revised the disclosure prior
to the table to explain how the Series B and C shares are being calculated.

Proxy Card

12.        Please
revise to mark the form of proxy as preliminary. See Rule 14a-6(e) (1)

Response:       The
form of proxy has been so marked.

**************

Please feel free to
contact the undersigned at 954-991-5426 with any questions.

    Very truly yours,

    /s/ Joel D. Mayersohn

    cc:

Mail Stop 3561
January 18, 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. 1 to
Registration Statement on Form S -4
Filed December 29 , 2017
  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 comments.   Unless we note
otherwise, our references to prior comments are to comments in our December 19, 2017  letter .

Questions and Answers about the Merger and the EnerJex Special Meeting

What will sha reholders receive in the Merger, page 10

1. Please revise to clarify how the Exchange Ratio will be calculated.

Related Party Transactions of Directors and Officers of the Combined Company, page 63

2. We note your response to our prior comment 21 and reissue.   We note your reference to
related party loans totaling $55,000 on page 89 .  If required, please disclose these related
party loans in this section.  Refer to Item 404 of Regulation S -K.

Louis G. Schott
EnerJex Resources, Inc.
 January 18, 2018
 Page 2

 EnerJex Management’s Discussion and Analysis of Financial Condition and Results of
Operations

Liquidity and Capital Resources, page 90

3. We note your response to our prior comment 26 and reissue in part.  We note that you
continue to refer to “offering circular” on pages 8 5 and 9 1 and to “this offering” on pages
88 and 9 1.  You also continue  to state on page 9 1 that “[you] are currently pursuing this
offering, in which [you] anticipate raising additional capital through the sale of [your]
securities.”  Please revise.

EnerJex Proposals

Proposal No. 1: Approval of the issuance of EnerJex common stock, page 9 6

4. We note your response to our p rior comment  29 and reissue in part.  On page 96 y ou
describe Proposal 1 as seeking approval of “the issuance of shares to be issued in
connection with a private placement offering in a minimum amount of $ 4 million (which
offering is a condition to closing the Merger).”  Please provide more detail related to the
EnerJex securities issuances for which you are seeking shareholder approval , such as
whether you are seeking approval for  the issuance of (1) “new equity capital” from  the $4
million  private placement , (2) equity upon conversion of outstanding notes held by Alpha
Capital Anstalt, (3) 2.5% outstanding common stock for the funding commitment , or (4)
some combination of the above .  We note your related disclosure under “Private
Placement” on page 20.

5. Please e nsure that your description of Proposal 1 is consistent throughout your filing.  For
example, we note that your descriptions of Proposal 1 differ in your notice to
shareholders, your disclosure on page 96 , and your proxy card.

6. We note your response to prior comment 29 that the terms of the private placement have
not been agreed to and that you have disclosed the terms as they are known to date.
Please tell us how y ou intend to comply with Regulation 14A and the disclosure
requirements set forth in Item 11 of Schedule 14A and Item 13 of Schedule 14A, if
applicable.  In that regard, we note that you have not disclosed (1) the title and amount of
securities to be issue d, (2) the information required by Item 202 of Regulation S -K, and
(3) the nature and approximate amount of consideration to be received by the registrant.

7. Please explain to us why the proposal to approve the issuance of EnerJex common stock
to AgEagle  shareholders has been combined with the proposal to issue common shares or
shares convertible into common shares in connection with a private placement offering.
These two proposed issuances appear to constitute separate matters.  Please refer to
Exchang e Act Rule 14a -4(a)(3).

Louis G. Schott
EnerJex Resources, Inc.
 January 18, 2018
 Page 3

 Unaudited Pro Forma Combined Financial Statements, page 106

8. Refer to prior comment 31.  Because the conversion of your Series A cumulative
redeemable perpetual preferred stock  is a vote separate from the merger transaction vote,
please revise your disclosure in footnote (J) and (10) to clearly disclose the amount of the
adjustment related to this conversion, including the amount that is recorded as an
adjustment to additional paid -in capital.

Unaudited Pro Forma Condensed Statem ent of Operations, page 108

9. Refer to prior comment 32.  We note that the pro forma statements of operations for
AgEagle Aerial Systems, Inc. and EnerJex Resources are labeled for the nine months
ended September 30, 2017.  However, the historical informati on appears to be from the
historical financial statements for the nine months ended September 30, 2016.  Please
advise or revise accordingly.

Notes to the Unaudited Pro Forma Condensed Financial Information, page 110

10. Refer to prior comment 34.  We note y our response that you have had discussions with
the lender of the $4,500,000 long term debt to forgive such debt in return for transfer of
your remaining oil and gas assets to the lender.  Please tell us if you have finalized an
agreement regarding this tr ansfer.  If not, explain how adjustment (E) is factually
supportable.

Principal Shareholders of Combined Company, page 11 6

11. We note your response to our prior comment 37 and reissue in part.  We note your
disclosure that the table excludes the conversion to common stock of EnerJex’s Series B
and Series C Convertible Preferred Stock.  Please include these shares in the principal
shareholders table if their holder has  a right to convert them to common stock within 60
days.   Refer to Item 403 of Regulation S -K and Rule 13d -3 of the Exchange Act.

Proxy Card

12. Please revise to mark the form of proxy as preliminary.   See Rule 14a -6(e)(1).

Louis G. Schott
EnerJex Resources, Inc.
 January 18, 2018
 Page 4

 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

CORRESP
1
filename1.htm

December 29, 2017

VIA SEC EDGAR

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Laura Nicholson Special Counsel Office of Transportation and Leisure

    Tonya K. Aldave

    Re:
    EnerJex Resources, Inc.

        Amendment No. 1 Registration Statement on Form S-4 Filed
        November 30, 2017

        File No. 333-221717

Dear Ms. Nicholson:

On behalf of EnerJex
Resources, Inc. (the “Company”), we are writing in response to the comments of the staff of the Commission (the
“Staff”) on the S-4 filing as transmitted by a letter dated December 19, 2017 (the “Comment Letter”)
to Louis G. Schott, Interim Chief Executive Officer of the Company. The answers set forth herein refer to each of the Staff’s
comments by number. This letter sets forth the Company’s proposed disclosures and responses to the Comment Letter. For your
convenience, we have restated the comments from the Comment Letter below, followed by the Company’s responses. An amended
filing to the S-4 Filing (the “Amended S-4 Filing”) reflecting changes in response to your comments is being
filed today via the Commission’s EDGAR system.

General

1.       Please include
a preliminary proxy card with your next amendment. Refer to Exchange Act Rule 14a-6.

Response:       We
have included a preliminary proxy card per the Staff’s request.

2.       Please revise
to clarify whether you are registering the offer and sale of EnerJex Resources, Inc. common stock to the AgEagle Aerial Systems,
Inc. shareholders in connection with the merger. We note your disclosure on page 12 that shares to be received by AgEagle shareholders
will not be registered and are restricted. On page 119, however, you state that you have filed a registration statement on Form
S-4 to register certain merger consideration that you will issue to AgEagle’s shareholders in the merger. If you are not
registering such transaction, please clarify in your response why you are using Form S-4 in connection with the transactions identified
in your calculation of fee table. Refer to General Instruction A.1 of Form S-4.

Response:       We
have revised the disclosure on page 119 to delete the reference to registering certain shares to the AgEagle shareholders.

The shares we are
registering relate to the dividends to be issued to the holders of EnerJex’s Series A Preferred Stock, as well as the shares
of common stock to be issued to such holders upon the conversion of such preferred stock. The issuance of these securities and
the amendment of the company’s Certificate of Designation is conditioned upon approval of the Series A Preferred Stockholders
and is an integral condition to closing the merger. We contend that the registration on Form S-4 is appropriate, as this involves
effectively a reclassification of Series A Preferred Stock into EnerJex common stock effective only on and as a condition to the
consummation of the merger. This will be set forth in the Certificate of Designation for the Series A Preferred Stock.

3.       Please include
information required by Item 5 of Schedule 14A for AgEagle Aerial Systems, Inc. In addition, please disclose information required
by Item 402 of Regulation S-K for the surviving company. Refer to Item 18 of Form S-4.

Response:       We
have included information required by Item 5 of Schedule 14A for AgEagle and the information required by Item 402 of Regulation
S-K for the combined company.

4.       Please provide
us with copies of the “board books” and any other materials prepared by your financial advisor. Such materials should
include all presentations made by the financial advisors.

Response:       Per discussion with Senior Counsel at the Commission on December 28, 2017, we
have sent to the Staff via overnight courier all board books and other materials prepared by EnerJex’s financial advisors.

5.       Your description
of the EnerJex proposals in your table of contents does not appear to be consistent with the proposals described in the notice
to shareholders on page 3. Please revise or advise.

Response:       We
have revised the table of contents to be consistent with the notice to shareholders.

6.       We note your
disclosure that the relative post-merger ownership percentages described on page 19 do not include shares of common stock that
may be issued in connection with the conversion of your Series B Preferred Stock and Series C Preferred Stock, and also do not
include any additional shares which may be issued in connection with your closing obligation to provide up to $4 million in new
working capital and the elimination of all liabilities currently on your balance sheet. Please describe the relevant post-merger
ownership percentages on a fully diluted basis. In addition, please address how the exchange agreement with Agribotix will impact
these relative ownership percentages.

Response:       We have revised the disclosure throughout the filing to provide the relevant post-merger ownership percentages
on a fully diluted basis. The Agribotix exchange agreement will not affect the relative ownership percentages, as it will only
dilute current AgEagle shareholders on a pre-merger closing basis. Additional disclosure has been added to address this.

7.       We note your
disclosure that the merger agreement contains certain termination rights. Please briefly describe the termination rights.

Response:       We
have revised the disclosure to describe the termination rights.

8.       Please explain
how “a minimum of $4 million in new equity capital” has “pre-money valuation of between $16 million and $25 million.”
In addition, please explain how you plan to use the proceeds from the private placement.

Response:       We have added disclosure
with respect to the amount and valuation of the $4 million funding, and the use of proceeds thereof. The pre-money valuation previously
described related to a price range in which the investor could invest its capital; however, since this term and others are yet
to be finalized, we have removed that confusing language.

9.       We note that
you have provided the selected historical financial data of EnerJex Resources, Inc. on page 23. Please revise to also disclose
the selected historical financial data of AgEagle Aerial Systems, Inc., as required by Part 1A. Item 3(d) of Form S-4. Also, please
revise the pro forma information on page 24 to be consistent with the revised supplemental pro forma financial statements.

Response:       We have
added selected historical financial data for AgEagle, and revised disclosure to make the pro-forma information consistent.

10.       Please disclose
in this section the amount of the Series A Preferred Stock accrued dividend and additional number of shares you expect to issue
in satisfaction of this accrued dividend.

Response:       We
have revised the disclosure to include the amount of accrued dividends and the amount of shares required to satisfy the accrued
dividend obligation.

11.        Please
include risk factor disclosure regarding the going concern issues identified in the auditor’s reports for EnerJex and AgEagle.

Response:       We
have added a risk factor about the going concern issues.

12.        Please
disclose the percentage of stock that current officers and directors of EnerJex and current officers and directors of AgEagle will
own following the merger, respectively.

Response:       We have
added the relevant ownership percentage information.

13.        We note
your disclosure that you were required to submit a plan to NYSE American of the actions you intend to take to regain compliance
with the listing standards. Please disclose whether the exchange accepted your plan and what steps you are required to take to
regain compliance. Similarly, revise your disclosure on page 67.

Response:       We
have updated the NYSE American disclosure in accordance with the Staff’s comment. The NYSE informed the Company on December
22, 2017 that it had accepted its plan of compliance, which the Company must complete by April 19, 2019.

14.        We note
your disclosure here that after the merger Mr. Chilcott will own approximately 49% of EnerJex common stock. We also note your disclosure
on page 116 that Mr. Chilcott will own 56.4% of the EnerJex common stock. Please revise for consistency or advise.

Response:       We have
revised Mr. Chilcott’s ownership percentages to make consistent, or to provide explanation of why ownership percentages are
different based on the calculation presented.

15.        Please
revise this section to discuss in greater detail how and when AgEagle was identified as a potential transaction partner and which
party initiated discussions. Please clarify why the board determined to pursue the AgEagle transaction instead of the other alternatives
referenced in this section.

Response:       We
have revised the background section in accordance with the Staff’s comment.

16.        Please
describe how the parties arrived at the amount and type of merger consideration. In addition, please disclose the dates and participants
of important meetings related to the merger.

Response:       We
have revised the merger background information in accordance with the Staff’s comments.

17.        Please
refer to the second paragraph on page 44, including your reference to “discussions about a possible acquisition by merger
of a privately held company that operates an agricultural drone business and in which an affiliate of the holder of the Company’s
Series B Preferred Stock introduced and has an interest.” If such privately held company was AgEagle, please disclose the
affiliate of the holder of your Series B Preferred Stock who has an interest in AgEagle and introduced the parties.

Response:       We
have revised this section to list the name requested.

18.        Please
disclose the calculations that resulted in the Net Asset Value of EnerJex and AgEagle of 11.7% and 88.3%, respectively.

Response:       We
have revised the disclosure to include the calculations used by Northland to arrive at the Net Asset Value of EnerJex and AgEagle.

19.        If applicable,
please quantify any fees payable to Northland and its affiliates relating to any material relationship that existed in the last
two years between Northland and its affiliates and AgEagle and its affiliates. Refer to Item 1015(b)(4) of Regulation M-A.

Response:       We
have revised the appropriate disclosure in accordance with the Staff’s comments.

20.        We note
your disclosure here that you “may dispose of [your] principal assets.” On page 51, however, you state that at the
time of closing of the merger, “all consolidated assets of EnerJex will have been disposed of and the corresponding debt
and liabilities shall have either been extinguished or assigned to a third party.” We also note that your financial advisors
assumed in their valuation analysis that you will be a shell company at the time of the merger. Please revise your disclosure here
for consistency or advise.

Response:       We
have revised the appropriate disclosure for consistency in accordance with the Staff’s comments.

21.        We note
your reference to related party loans totaling $55,000 on pages 89 and 90. If required, please disclose these related party loans
in this section. Refer to Item 404 of Regulation S-K.

Response:       We have revised the appropriate disclosure
in accordance with the Staff’s comments.

22.        Please
disclose in this section the unsecured loan in the principal amount of $150,000 from an affiliate referenced on page 70.

Response:       We
have revised the disclosure to include the $150,000 unsecured loan.

23.        Please
disclose the agreement with Camber Energy, Inc. referenced on page 155. Refer to Item 404 of Regulation S-K.

Response:       We
have revised the appropriate disclosure in accordance with the Staff’s comments.

24.        Please
revise to clarify whether customers purchase FarmLens directly from Agribotix or through AgEagle.

Response:       We
have revised the disclosure in accordance with the Staff’s comments.

25.        We note
your discussion of the decrease in revenues for the nine months ended September 30, 2017, and your statement that due to the uncertainty
of new regulations from the FAA that were released, the launch of AgEagle’s sales of UAVs by Raven was delayed past the growing
season, resulting in lower sales. If you are referring to the FAA rules that went into effect in August 2016, please clarify how
this impacted sales in 2017.

Response:       We have revised
the appropriate disclosure in accordance with the Staff’s comments.

26.        We note
that this section includes several statements inapplicable to this merger transaction. For example, on page 91 you refer to “offering
circular,” and on page 92 you reference “units being offered in this offering.” You also state that “[you]
are currently pursuing this offering, in which [you] anticipate raising additional capital through the sale of [your] securities.”
Please revise.

Response:       We have revised
the disclosure in accordance with the Staff’s comments.

27.        We note
your disclosure regarding an exclusive worldwide distribution agreement with Raven. On page 37, however, you refer to a non-exclusive
distribution agreement with Raven. Please revise throughout your filing for consistency. We also note your statement that to maintain
its exclusivity as a distributor, Raven is expected to attain certain sales thresholds. Please disclose these thresholds, or tell
us why they are not material.

Response:       We have revised the disclosure
in accordance with the Staff’s comments. The thresholds are no longer material as the agreement has been made non-exclusive
by agreement of the parties.

28.        Please
revise here and throughout your filing (including the notice to shareholders on page 3) to clarify the matters for which you are
seeking shareholder approval under Proposal 1. For example, clarify whether you are seeking shareholder approval of the merger
agreement, and if not, whether such approval is required. Please also clarify the “transactions contemplated” by the
merger for which you seek approval as described under Proposal 1 in the notice to shareholders on page 3.

Response:       We
have revised the information on proposal 1 in accordance with the Staff’s comment.

29.        Similarly,
you describe Proposal 1 as seeking approval of “the issuance of shares to be issued in connection with a private placement
offering (which offering is a condition to closing of the Merger.)” In the notice to shareholders on page 3, you reference
seeking approval of “the issuance of EnerJex securities in connection with a private placement offering.” Please clarify
the EnerJex securities issuances for which you are seeking shareholder approval, and provide all information required by Item 11
and Item 13 of Schedule 14A.

Response:       We
have revised the disclosure to indicate we are seeking approval for the issuance of common stock to the AgEagle stockholders and
issuance of securities on the private placement. The terms of the private placement have not been agreed to and we have disclosed
the terms as they are known to date. With respect to the reference to Item 11 and Item 13 of Schedule 14A, we believe such information
is contained in the S-4/Proposal as drafted.

30.        Please
disclose the Exchange Ratio in this section, in the questions and answers on page 10, and on page 54 under “Merger Consideration.”
In addition, please explain how “any changes in the number of shares of outstanding capital stock of either EnerJex or AgEagle,
such as the awards to AgEagle advisor prior to the completion of the Merger,” would result in a change in the Exchange Ratio.

Response:       We
have revised the disclosure to include the Exchange Ratio in

Mail Stop 3561
December 19, 2017

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

Re: EnerJex Resources,  Inc.
Registration Statement on Form S-4
Filed November 22, 2017
  File No. 333 -221712

Dear Mr. Schott :

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 com ments 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, w e may have  additional comments.

General

1. Please include a preliminary proxy card with your next amendment .  Refer to Exchange
Act Rule 14a -6.

2. Please revise to clarify whether you are registering the offer and sale of EnerJex
Resources, Inc. common stoc k to the AgEagle Aerial Systems, Inc.  shareholders  in
connection with the merger.  We note your disclosure on page 12 that shares to be
received by AgEagle shareholders will not be registered and are restricted.  On page 119,
however, you state that you have filed a registration statement on Form S -4 to register
certain merger consideration that you will issue to AgEagle’s shareholders in the merger.
If you are not registering such transaction, please clarify in y our response why you are

Louis G. Schott
EnerJex Resources, Inc.
 December 19, 2017
 Page 2

 using Form S -4 in connection with the transactions identified in your calculation of fee
table.  Refer to General Instruction A.1 of Form S -4.

3. Please include information required by Item 5 of Schedule 14A for AgEagle Aerial
Systems, Inc.  In addition, please disclose information required by Item 402 of
Regulation S -K for the surviving company.  Refer to Item 18 of Form S -4.

4. Please provide us with copies of the “board books” and any other materials prepared by
your financial adv isor.  Such materials should include all presentations made by the
financial advisors.

Table of Contents, page 5

5. Your description of the EnerJex  proposals in your table of contents does not appear to be
consistent with the proposals described in the noti ce to shareholders on page 3.  Please
revise or advise.

The Merger

Overview of the Merger Agreement, page 18

6. We note your disclosure that the relative post -merger ownership percentages described
on page 19 do not include shares of common stock that may be issued in connection with
the conversion of your Series B Preferred Stock and Series C Preferred Stock, and also do
not include any additional shares which may be issued in connection with your closing
obligation to provide up to $4 million in new working capital and the elimination of all
liabilities c urrently on your balance sheet.  Please describe the relevant post -merger
ownership percentages on a fully diluted basis.   In addition, please address how the
exchange agreement with Agribotix will impact these relative ownership percentages.

7. We note your  disclosure that the merger agreement contains certain termination rights.
Please briefly describe the termination rights.

Private Placement, page 20

8. Please explain how “a minimum of $4 million in new equity capital” has “pre -money
valuation of between  $16 million and $25 million.”   In addition, please explain how you
plan to  use the proceeds from  the private placement.

Selected Historical and Unaudited Pro Forma Condensed Financial Data, page 23

9. We note that you have provided the selected historical financial data of EnerJex
Resources, Inc.  on page 23.  Please revise to also disclose the selected historical financial
data of AgEagle  Aerial Systems, Inc. , as required by Part 1A. Item 3(d) of Form S -4.

Louis G. Schott
EnerJex Resources, Inc.
 December 19, 2017
 Page 3

 Also, please revise the pro forma information on p age 24 to be consistent with the revised
supplemental pro forma financial statements.

Dividends, page 27

10. Please disclose  in this section  the amount of the Series A Preferred Stock accrued
dividend and additional number of shares you expect to issue in satisfaction of this
accrued dividend.

Risk Factors, page 2 8

11. Please include risk factor disclosure regarding the going concern issues identified in the
auditor’s reports for EnerJex  and AgEagle.

Some of the directors and executive officers, page 30

12. Please disclose the percentage of stock that current officers and direc tors of EnerJex and
current officers and directors of AgEagle will own following  the merger , respectively .

We are currently not in compliance with NYSE American, page 39

13. We note your disclosure that you were required to submit a plan to NYSE American of
the actions you intend to take to regain compliance with the listing standards.  Please
disclose whether the exchange accepted your plan and what steps you are required to take
to regain compliance.  Similarly, revise your disclosure on page 67.

After th e merger, the Chief Executive Officer and President of AgEagle, page 39

14. We note your disclosure here that after the merger Mr. Chilcott will own approximately
49% of EnerJex common stock.  We also note your disclosure on page 116 that Mr.
Chilcott will own 56.4% of the EnerJex common stock.  Please revise for consistency or
advise.

The Merger

Backgroun d of the Merger, page 43

15. Please revise this section to discuss in greater detail how and when AgEagle was
identified as a potential transaction partner and which party initiated discussions.  Please
clarify why the board determined to pursue the AgEagle t ransaction instead of the other
alternatives referenced in this section.

Louis G. Schott
EnerJex Resources, Inc.
 December 19, 2017
 Page 4

 16. Please describe how the parties arrived at the amount and type of merger consideration.
In addition, please disclose the dates and participants of important meetings related to th e
merger.

17. Please refer to the second paragraph on page 44 , including your reference to “discussions
about a p ossible acquisition by merger of a privately held company that operates an
agricultural drone business and in which an affiliate of the holder of the Compa ny’s
Series B Preferred Stock introduced and has an interest.”  If such privately held company
was AgEagle , please  disclose  the affiliate of the holder of your Series B Preferred Stock
who has an interest in AgEagle and introduced the parties.

Opinion of the Financial Advisor to the EnerJex Board of Directors

Net Asset Value Analysis, page 52

18. Please disclose the calculations that resulted in the Net Asset Value of EnerJex and
AgEagle of 11.7% and 88.3%, respectively.

General Overview of Analyses; Other Considerations, page 52

19. If applicable, please quantify any fees payable to Northland and its affiliates relatin g to
any material relationship that existed in the last two years between Northland and its
affiliates and AgEagle and its affiliates.  Refer to Item 1015(b)(4) of Regulation M -A.

The Merger Agreement

Consummation of the Merger; Merger Consideration, p age 56

20. We not e your disclosure here that you “may dispose of [your] principal assets.”  On page
51, however, you state that at the time of closing of the merger, “all consolidated assets
of EnerJex will have been disposed of and the corresponding debt and  liabilities shall
have either been extinguished or assigned to a third party.”  We also not e that your
financial advisors assumed in their valuation analysis that you will be a shell company at
the time of the merger.  Please revise your disclosure here f or consistency or advise.

Related Party Transactions of Directors and Officers of the Combined Company, page 63

21. We note your reference to related party loans totaling $55,000 on pages 89 and 90.  If
required, please disclose th ese related party loan s in this section.  Refer to Item 404 of
Regulation S -K.

22. Please disclose in this section the unsecured loan in the principal amount of $150,000
from an affiliate  referenced on page 70 .

Louis G. Schott
EnerJex Resources, Inc.
 December 19, 2017
 Page 5

 23. Please disclose the agreement with Camber Energy, Inc. referenced on page 155.  Refer
to Item 404 of Regulation S -K.

Agribotix – Data and SAAS Agreements, page 77

24. Please revise to clarify whether customers purchase FarmLens directly from Agribotix or
through AgEagle .

AgEagle Management’s Discussion and Analysis of Financial Condition

Results of Operations, page 87

25. We note your discussion of the decrease in revenues for the nine months ended
September 30, 2017, and your statement that due to the uncertai nty of new regulations
from the FAA that were released, the l aunch of AgEagle’s sales of UAV s by Raven was
delayed past the growing season , resulting in lower sales.  If you are referring to the FAA
rules that went into effect in August 2016, please clarif y how this impacted sales in 2017.

Liquidity and Capital Resources, page 91

26. We note that this section includes  several statements inapplicable to this merger
transaction.  For example, on page 91 you refer to “offering circular,” and on page 92 you
refer ence “units being offered in this offering .”  You also  state that “[you] are currently
pursuing this offering, in which [you] anticipate raising additional capital through the sale
of [your] securities.”  Please revise.

27. We note your disclosure regarding  an exclusive worldwide distribution agreement with
Raven.  On page 37, however, you refer to  a non -exclusive distribution agreement with
Raven.  Please revise throughout your filing for consistency.  We also note your
statement that to maintain its exclusivity as a distributor, Raven is expected to attain
certain sales thresholds .  Please  disclose these thresholds , or tell us why they are not
material .

EnerJex Proposals

Proposal No. 1: Approval of the issuance of EnerJex common stock, page 97

28. Please revise here and throughout your filing (including the notice to shareholders on
page 3) to clarify the matters for which you are seeking shareholder approval under
Proposal 1.  For example,  clarify whether you are seeking shareholder approval of the
merger  agreement , and if not, whether such approval is required.   Please also clarify the
“transactions contemplated” by the merger for which you seek approval as described
under Proposal 1 in the notice to shareholders on page 3.

Louis G. Schott
EnerJex Resources, Inc.
 December 19, 2017
 Page 6

 29. Similarly, you describe Proposal 1  as seeking approval of “the issuance of shares to be
issued in connection with a private placement offering (which offering is a condition to
closing of the Merger.) ”  In the notice to shareholders on page 3, you reference seeking
approval of “the issuanc e of EnerJex securities in connection with a private placement
offering. ”  Please clarify the EnerJex  securities issuances for which you are seeking
shareholder approval, and provide all information required by Item 11 and Item 13 of
Schedule 14A.

30. Please disclose the Exchange Ratio  in this section, in the questions and answers on page
10, and on page 54 under “Merger Consideration .”  In addition, please explain how “any
changes in the number of shares of outstanding capital stock of either EnerJex or
AgEagle, such as the awards to AgEagle advisor prior to the completion of the Merger ,”
would result in a change in the Exchange Ratio.

Unaudited Pro Forma Combined Financial Statements, page 106

31. In order to enhance an investors understanding of the separate events that will impact
your financial statements, p lease explain in the introductory paragraph to the pro forma
financial stateme nts each of the material subsequent events that will occur either prior to
or in connection wi th the closing of the merger.  In this regard, we note from the front of
the document that you are also voting on amendments to your Series A cumulative
redeemabl e perpetual preferred stock, which includes the conversion of each preferred
share to 10 common shares.  In light of the fact that this is a vote separate from the
merger transaction vote, please present this transaction in a separate column in the pro
forma financial statements, rather than as an adjustment related to the merger transaction.
Please revise accordingly.

Pro Forma Condensed Statement of Operations, page 108

32. We note that the supplemental revised pro forma statements of operations are la beled for
the nine months ended September 30, 2017.  However, the historical information for both
AgEagle Aerial Systems and EnerJex Resources appears to be from the historical
financial statements for the nine months ended September 30, 2016.  Please advi se or
revise accordingly.

Notes to the Unaudited Pro Forma Condensed Financial Information, page 110

33. Please also revise your disclosure to include next to each pro forma adjustment a
referenced footnote that explains how each pro forma adjustment was cal culated and
determined, including all relevant assumptions used in such calculations.  In this regard,
for any adjustment that relates to an agreement, such as the November 2017 private
placement with Alpha, and the Agribotix agreement, please revise to di scuss the nature
and terms of the agreement in the context of each applicable pro forma adjustment.

Louis G. Schott
EnerJex Resources, Inc.
 December 19, 2017
 Page 7

 34. We note that adjustment (E) is to remove and transfer oil and gas properties concurrently
with the closing of the merger.  It also appears that $4.5 millio n of debt will be
extinguished in connection with the transfer of this property.  Please explain to us and
revise to disclose how this adjustment is factually supportable.  In this regard, please
revise to explain the nature of any agreement that has been finalized regarding this
transfer.

35. As necessary, please make conforming changes to your presentations on pages 23 -25.

Principal Shareholders of EnerJex, page 114

36. It does not appear that the total number of shares and the percent age of outstanding
shares for directors, officers and beneficial owners as a group are correct based on the
individual numbers and percentages listed in the table.  Please revise or advise.

Principal Shareholders of Combined Company, page 116

37. We note your disclosure that the table excludes (i) the conversion to common stock of
EnerJex’s Series B and Series C Convertible Preferred Stock, (ii) the common stock that
could be issuable upon the conversion of any additional issuances of EnerJex’s Series A
Convert ible Preferred Stock, and (iii) any additional shares of common stock or equity
convertible into common stock issued in connection with funding provided prior to or
concurrently with the closing of the Merger.  For each of these items, please tell us why
you have excluded such shares of common stock.  Refer to Item 403 of Regulation S -K.

Signatures, page 192

38. Please add the language required by Form S -4 that precedes the signatures of the officers
and directors.  Refer to the Form S -4 signatures section.

Index to Exhibits, page 193

39. Please provide a tax opinion related to the material tax consequences discussed  in the
filing .  Refer to Item 601(b)(8) of Regulation S -K.  For additional guidance, please refer
to Staff Legal Bulletin 19 .

We remind you that  the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for

Mail Stop 4628
April 7, 2017

Douglas M. Wright
Chief Financial Officer
EnerJex Resources, Inc.
4040 Broadway, Suite 508
San Antonio, TX 78209

Re: EnerJex Resources, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed February 23, 2017
File No. 001-36492

Dear Mr. Wright :

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

 /s/ Loan Lauren P. Nguyen for

 H. Roger Schwall
Assistant Director
Office of Natural Resources

Mail Stop 4628
January 26, 2017

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

Re: EnerJex Resources, Inc.
Form 10-K for the Fiscal Year ended December 31, 2014
Filed March 31, 2015
Form 10 -K for the Fiscal Year ended December 31, 2015
Filed April 11, 2016
File No. 1-36492

Dear Mr. Watson :

We have completed our review of your filing s.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence  of action  by the staff .

Sincerely,

/s/ Karl Hiller for

H. Roger Schwall
Assistant Director
Office of Natural Resources

CORRESP
1
filename1.htm

January 13, 2017

Securities and Exchange Commission

Judiciary Plaza

450 Fifth Street, NW

Washington, DC 20549

Attention: H Roger Schwall

 Re: EnerJex Resources, Inc.

Form 10-K for the Fiscal Year Ended December
31, 2015

Filed April 11, 2016

File No. 1-36492

Dear Mr. Schwall:

Attached please find our first draft of Form
10-K/A for the Fiscal Year Ended December 31, 2015. I believe that this Form 10-K/A adequately addresses all issues raised by you
except for the following.

We did not refresh dates on exhibits 23.1
and 23.2 (Consents of Independent Petroleum Engineers) and 31.1, 32.1, 31.2 and 32.2 (Certifications of Robert G. Watson, Jr.,
Chief Executive Officer and Douglas M. Wright, Chief Financial Officer). Additionally, we did not provide you with a copy of our
Independent Registered Public Accounting Firm consent to the use of their opinion dated April 11, 2016. This will be included in
the filed 10-K/A for the Fiscal Year Ended December 31, 2015.

Sincerely,

/s/ Douglas M. Wright

  NYSE MKT : ENRJ

Douglas M. Wright

Chief Financial Officer

4040 Broadway, Suite 508

San Antonio, Texas 78209

Direct (210) 451-5545

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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 FORM 10-K/A

 (Amendment No. 1)

    x
    ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

    ¨
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year-ended December 31, 2015

Commission file number 000-30234

    ENERJEX RESOURCES, INC.

    (Exact name of registrant as specified in its charter)

    Nevada

    88-0422242

    (State or other jurisdiction of incorporation or organization)

    (I.R.S. Employer Identification No.)

    4040 Broadway

    Suite 508

    San Antonio, Texas

    78209

    (Address of principal executive offices)

    (Zip Code)

    (210) 451-5545

    (Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange
Act:

Name of each exchange on which registered:

Securities registered pursuant to Section 12(g) of the Exchange
Act:

Common Stock, $0.001 par value

10% Series A Cumulative Redeemable Perpetual Preferred Stock, $0.001
par value

Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.

¨
  Yes           x
  No

Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or 15(d) of the Act.

¨
  Yes           x
  No

Indicate by checkmark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

x
  Yes           ¨
  No

Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).

x
  Yes           ¨
  No

Indicate
by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant’s knowledge , in definitive proxy or information statements incorporated
by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     ¨

Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of
the Exchange Act.

    Large accelerated filer  ¨
    Accelerated filer  ¨

    Non-accelerated filer  ¨  (Do not check if a smaller reporting company)
    Smaller reporting company  x

Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes
¨           No
x

State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and
asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter:
approximately $6.0 million based on a share value of $1.50.

Indicate the number of shares outstanding of each of the registrant’s
classes of common stock, as of the latest practicable date: 8,423,936 shares of common stock, $0.001 par value, outstanding on
April 11, 2016.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference
and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security
holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities
Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders
for fiscal year ended December 24, 1980).

NONE.

ENERJEX RESOURCES, INC.

FORM 10-K

TABLE OF CONTENTS

    Page

    PART I

    4

    ITEMS 1 AND 2.
    BUSINESS AND PROPERTIES
    4

    ITEM 1A.
    RISK FACTORS
    19

    ITEM 1B.
    UNRESOLVED STAFF COMMENTS
    32

    ITEM 3.
    LEGAL PROCEEDINGS
    32

    ITEM 4.
    MINE SAFETY DISCLOSURE
    32

    PART II

    32

    ITEM 5.
    MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
    32

    ITEM 6.
    SELECTED FINANCIAL DATA
    33

    ITEM 7.
    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    34

    ITEM 7A.
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    39

    ITEM 8.
    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
    40

    ITEM 9.
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
    40

    ITEM 9A
    CONTROLS AND PROCEDURES
    41

    ITEM 9B.
    OTHER INFORMATION
    41

    PART III

    41

    ITEM 10.
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
    41

    ITEM 11.
    EXECUTIVE COMPENSATION
    44

    ITEM 12.
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
    48

    ITEM 13.
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
    49

    ITEM 14.
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
    52

    PART IV

    53

    ITEM 15.
    EXHIBITS, FINANCIAL STATEMENT SCHEDULES
    53

    2

 FORWARD-LOOKING
STATEMENTS

This Annual Report on Form 10-K contains forward-looking
statements that involve risks and uncertainties. The statements contained in this document that are not purely historical are forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E
of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Forward-looking statements are statements regarding future
events, our future financial performance, and include statements regarding projected operating results. These forward-looking statements
are based on current expectations, beliefs, intentions, strategies, forecasts and assumptions and involve a number of risks and
uncertainties that could cause actual results to differ materially from those anticipated by these forward-looking statements.
We have attempted to identify forward-looking statements by terminology including “anticipates,” “believes,”
“can,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,”
“plans,” “potential,” “predicts” or “should” or the negative of these terms or other comparable terminology.
Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee
their accuracy. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time
and it is not possible for us to predict all risk factors, nor can we address the impact of all factors on our business or
the extent to which any factor, or combination of factors, may cause our actual results to differ materially from those contained
in any forward-looking statements. All forward-looking statements included in this document are based on information available
to us on the date of this Annual Report on Form 10-K, and we assume no obligation to update any such forward-looking statements,
except as may otherwise be required by law.

Our actual results could differ materially
from those anticipated in these forward-looking statements as a result of certain factors, including those set forth in the “Risk
Factors” section in Part I, Item 1A of this Annual Report on Form 10-K and elsewhere in this document. The factors impacting
these risks and uncertainties include, but are not limited to:

    ·
    inability to attract and obtain additional development capital;

    ·
    inability to achieve sufficient future sales levels or other operating results;

    ·
    inability to efficiently manage our operations;

    ·
    effect of our hedging strategies on our results of operations;

    ·
    potential default under our secured obligations or material debt agreements;

    ·
    estimated quantities and quality of oil and gas reserves;

    ·
    declining local, national and worldwide economic conditions;

    ·
    fluctuations in the price of oil and natural gas;

    ·
    continued weather conditions that impact our abilities to efficiently manage our drilling and development activities;

    ·
    the inability of management to effectively implement our strategies and business plans;

    ·
    approval of certain parts of our operations by state regulators;

    ·
    inability to hire or retain sufficient qualified operating field personnel;

    ·
    increases in interest rates or our cost of borrowing;

    ·
    deterioration in general or regional (Colorado, Western Nebraska, Eastern Kansas and South Texas) economic conditions;

    ·
    adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations;

    ·
    the occurrence of natural disasters, unforeseen weather conditions, or other events or circumstances that could impact our operations or could impact the operations of companies or contractors we depend upon in our operations;

    ·
    inability to acquire mineral leases at a favorable economic value that will allow us to expand our development efforts; and

    ·
    changes in U.S. GAAP or in the legal, regulatory and legislative environments in the markets in which we operate.

All references in this report to “we,”
“us,” “our,” “company” and “EnerJex” refer to EnerJex Resources, Inc. and our wholly-owned
operating subsidiaries, EnerJex Kansas, Inc., Black Sable Energy, LLC, Working Interest, LLC, and Black Raven Energy, Inc., unless
the context requires otherwise. We report our financial information on the basis of a December 31st fiscal year end.
We have provided definitions for the oil and gas industry terms used in this report in the “Glossary” beginning on page
15 of this report.

AVAILABLE INFORMATION

We file annual, quarterly and other reports
and other information with the SEC. You can read these SEC filings and reports over the Internet at the SEC’s website at www.sec.gov
or on our website at www.enerjex.com. You can also obtain copies of the documents at prescribed rates by writing to the
Public Reference Section of the SEC at 100 F Street, NE, Washington, DC 20549 on official business days between the hours of 10:00
am and 3:00 pm. Please call the SEC at (800) SEC-0330 for further information on the operations of the public reference facilities.
We will provide a copy of our annual report to security holders, including audited financial statements, at no charge upon receipt
to of a written request to us at EnerJex Resources, Inc., 4040 Broadway, Suite 508, San Antonio, Texas 78209.

INDUSTRY AND MARKET DATA

The market data and certain other statistical
information used throughout this report are based on independent industry publications, government publications, reports by market
research firms or other published independent sources. In addition, some data are based on our good faith estimates.

    3

PART I

ITEMS 1 AND 2. BUSINESS AND PROPERTIES.

Company History

We were formerly known as Millennium Plastics
Corporation and were incorporated in the State of Nevada on March 31, 1999. We abandoned a prior business plan focusing on the
development of biodegradable plastic materials. In August 2006, we acquired Midwest Energy, Inc., a Nevada corporation pursuant
to a reverse merger. After the merger, Midwest Energy became a wholly-owned subsidiary, and as a result of the merger the former
Midwest Energy stockholders controlled approximately 98% of our outstanding shares of common stock. We changed our name to EnerJex
Resources, Inc. in connection with the merger, and in November 2007 we changed the name of Midwest Energy (now our wholly-owned
subsidiary) to EnerJex Kansas, Inc. All of our current operations are conducted through EnerJex Kansas, Inc., Black Sable Energy,
LLC, and Black Raven Energy, Inc., and our leasehold interests are held in our wholly-owned subsidiaries Black Sable Energy, LLC,
Working Interest, LLC, EnerJex Kansas, Inc., and Black Raven Energy, Inc.

Liquidity and Ability
to Continue as a Going Concern

As discussed under
“Item 9B — Other Information” the continued low oil and natural gas prices during 2015 and into 2016 have
had a significant adverse impact on our business, and, as a result of our financial condition, substantial doubt exists that we
will be able to continue as a going concern.

On April 1, 2016 we ceased making mandatory
monthly borrowing base reduction payments on our credit facility. After discussions with our bank, we made our mandatory quarterly
interest payment on April 6, 2016 and on April 7, 2016 entered into a Forbearance Agreement (dated as of April 4, 2016), whereby
the bank agreed to not exercise remedies and rights afforded it under credit facility for thirty days. We are using this 30-day
to pursue strategic alternatives

Please read “Item 9B
— Other Information” for further discussion. Also, for additional discussion of factors that may affect our ability
to continue as a going concern and the potential consequences of our failure to do so, please see “Item 1A—Risk
Factors.”

Significant Developments in 2015

The following briefly describes our most significant corporate
developments occurring in 2015:

On March 13, 2015, the Company issued in a registered
offering 763,547 registered shares of its common stock together with 1,242.17099 shares of its newly designated Series B Convertible
Preferred Stock (the “Preferred Stock”) convertible into 709,812 shares of common stock. We also issued in an unregistered
offering, 521.62076 shares of Preferred Stock convertible into 298,069 shares of common stock, and warrants to purchase 1,771,428
shares of its common stock. The shareholder’s ability to convert a portion of the Preferred Stock and to exercise the warrant
are restricted: (i) prior to the Company obtaining approval of the offering by its shareholders, which we expect to obtain before
May 31, 2015, and (ii) pursuant to customary “blocker” provisions restricting the investor

CORRESP
1
filename1.htm

September 30, 2016

Securities and Exchange Commission

Judiciary Plaza

450 Fifth Street, NW

Washington, DC 20549

Attention: H. Roger Schwall

 Re: EnerJex Resources, Inc.

Form 10-K for the Fiscal Year Ended December
31, 2014

Filed March 31, 2015

Definitive Proxy Statement on Schedule 14A

Filed April 3, 2015

File No. 1-36492

Dear Mr. Schwall

In response to your letter
dated September 8, 2016, set forth below are your comments concerning the EnerJex Resources, Inc.'s Form 10-K and Definitive Proxy
Statement referred to above, and our responses. Your comments are in italics and are followed by our response.

Form 10-K for
the Fiscal Year ended December 31, 2014

Notes to Consolidated
Financial Statements

Supplemental
Oil and Gas Reserve Information (Unaudited), page F-18

Estimated Quantities
of Proved Reserves, page F-19

1.             We have read your response to prior comment one, including
your illustration of the proposed disclosure regarding the beginning and end-of-year quantities for each product type of proved
developed and proved undeveloped reserves. Please revise your proposed disclosure to correct the mathematical inconsistencies in
the calculation of the figures in the illustration. Also revise your proposed disclosure to resolve the inconsistencies regarding
the beginning and end-of-year quantities in your illustration compared to the quantities provided in Form 10-K for the fiscal years
ending December 31, 2014 and 2013, respectively.

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

EnerJex response:

We plan to replace the existing table in
our Form 10-K included in footnote 13 Supplemental Oil and Gas Reserve Information (Unaudited) – Estimated quantities of
proved reserves located on page F-19 with the table below.

    Proved Reserves(1)
    Total Proved
 Developed
    Proved
 Undeveloped
    Total Proved
    Total Proved
 Developed
    Proved
 Undeveloped
    Total Proved

    Beginning

    Crude Oil BB'Ls
      3,084,238
      1,368,600
      4,452,838
      1,546,300
      1,380,800
      2,927,100

    Natural Gas Liquids BBL's
      38,950
      -
      38,950

    Natural Gas MCF's
      3,818,065
      4,059,900
      7,877,965

    Oil Equivalents BOE's
      3,759,412
      2,045,188
      5,804,600
      1,546,300
      1,380,800
      2,927,100

    Revisions of previous estimates

    Crude Oil BB'Ls
      (724,191 )
      (627,900 )
      (1,352,091 )
      295,400
      (153,800 )
      141,600

    Natural Gas Liquids BBL's
      56,919
      -
      56,919

    Natural Gas MCF's
      977,674
      (392,586 )
      585,088

    Oil Equivalents BOE's
      (504,326 )
      (693,331 )
      (1,197,657 )

    Purchases of minerals in place

    Crude Oil BB'Ls
      2,234

      2,234
      1,325,500

      1,325,500

    Natural Gas Liquids BBL's

      40,600

      40,600

    Natural Gas MCF's

      3,857,200
      4,059,900
      7,917,100

    Oil Equivalents BOE's
      2,234

      2,234
      2,008,967
      676,650
      2,685,617

    Extensions and discoveries

    Crude Oil BBL's
      2,226

      2,226
      34,300
      141,600
      175,900

    Sales of minerals in place

    Crude Oil BBL's

      (4,800 )

      (4,800 )

    Production

    Crude Oil BBL's
      (150,469 )

      (150,469 )
      (112,462 )

      (112,462 )

    Natural Gas Liquids BBL's
      (6,619 )

      (6,619 )
      (1,650 )

      (1,650 )

    Natural Gas MCF's
      (325,894 )

      (325,894 )
      (39,135 )

      (39,135 )

    Oil Equivalents BOE's
      (211,403 )

      (211,403 )
      (120,634 )

      (120,634 )

    Ending

    Crude Oil BBL's
      2,214,038
      740,700
      2,954,738
      3,084,238
      1,368,600
      4,452,838

    Natural Gas Liquids BBL's
      89,250
      -
      89,250
      38,950
      -
      38,950

    Natural Gas MCF's
      4,469,845
      3,667,314
      8,137,159
      3,818,065
      4,059,900
      7,877,965

    Oil Equivalents BOE's
      3,048,261
      1,351,919
      4,400,180
      3,759,412
      2,045,188
      5,804,600

(1) Amounts in this table may differ from amounts
previously disclosed due to roundings.

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

Form 10-K for the Fiscal
Year ended December 31, 2015

Notes to Consolidated Financial
Statements

Supplemental Oil and Gas
Reserve Information (Unaudited), page F-17

Estimated Quantities of Proved
Reserves, page F-18

2.             Please expand your disclosure
to provide a narrative explanation for the significant changes in net reserves relating to each line item entry other than production
for each of the periods presented. Refer to the disclosure requirements in FASB ASC 932-235-50-5.

EnerJex response:

We plan to insert the following information
the existing disclosures beginning with the second paragraph of the Estimated quantities of proved reserves information section
of footnote 14, Supplemental Oil and Gas Reserve Information (Unaudited), which can be found at page F-18 of the 2014 10-K with
the following:

Proved developed reserves at December 31,
2014 consisted of 76% oil (including NGL’s) and 24% natural gas and totaled 3,048.2 MBOEs. Proved developed reserves for
December 31, 2013 consisted of 83% oil (including NGL’s) and 17% natural gas and totaled 3,759.4 MBOEs. Proved
undeveloped reserves for December 31, 2014 were 1,351.9 MBOEs. Proved undeveloped reserves at December 31, 2013 were 2,045.2
MBOEs.

The Company annually reviews its proved
undeveloped reserves to ensure an appropriate plan for development exists. The Company books proved undeveloped reserves only if
it plans to convert these reserves to proved developed producing reserves within five years from the date they were first booked.
At December 31, 2014 proved undeveloped reserves were approximately 1,351.9 MBOE’s a decrease of 693.3 MBOE or 33.9%. The
Company plans to develop all the remaining location that comprise the 1,351.9 MBOE of proved undeveloped reserves within five years.
However, the decision to deploy capital and the timing of those expenditures is contingent on many different factors. The Company
estimates capital expenditures of approximately $13.7 million will be sufficient to develop these reserves. The development plans
assume a continued improvement in commodity pricing and general market conditions within the oil and gas industry.

The calculation of proved undeveloped reserves
requires the Company to make predictions regarding future acquisitions and discoveries and the impact they may have on the Company’s
overall development plan of properties it currently owns. The development plan is revised to reflect changes in the oil and gas
industry, including changing markets and prices, and new investment opportunities, and such revisions will result in changes to
our proved undeveloped reserves. Consequently, the exact timing of capital expenditures will be heavily dependent upon the Company’s
interpretation of market opportunities which are heavily influenced by projections of future commodity prices. Each year we will
review our five year development plan to maximize the value of our investment in oil and gas assets and in turn maximize shareholder
value. At December 31, 2014 we believe the following best characterizes our development plan.

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

    Estimated Conversion of Proved
 Undevelped Reserves

    CAPEX ($MM)
    MBOE's

    2015
      6,354.6
      388.6

    2016
      3,681.9
      438.3

    2017
      1,500.0
      175.0

    2018
      1,100.0
      175.0

    2019
      1,100.0
      175.0

For the year ended December 31, 2014 proved
reserves decreased 1,404.4 MBOEs of which production accounted for 211.4 MBOEs or 15.1% of the decrease. The remaining decrease
of 1,193.0 MBOEs was due primarily to a revision of decline curves related to our Cherokee project in Eastern Kansas. Our third
party independent engineering firm, MHA Petroleum Consultants revised their decline curve forecast methodology in response to 2014
production performance that fell short of forecast using the original methodology, resulting in a negative revision of a 724,191
BOEs of crude oil classified as proved developed and a negative revision of 627,893 of BOEs of crude oil classified as proved undeveloped
reserves for a total of 1,352,091 BOEs. These decreases were partially offset by increases to estimated proved developed reserves
of approximately 163,000 BOE of natural gas and 56,919 barrels of natural gas liquids that resulted from the transfer of an Adena
gas-cap well from proved non-producing to the proved developed producing category. Additionally, proved undeveloped natural gas
reserves decreased approximately 65,000 BOE again due to the transferring of a gas-cap well from proved undeveloped to the proved
developed category.

3.             To the extent applicable, please
incorporate the disclosure revisions identified in your response to comment one regarding the presentation of total net proved
reserves, developed reserves and undeveloped reserves along with the changes in net quantities for the periods ending December
31, 2014 and 2015, respectively, as disclosed in the Form 10-K for the fiscal year ending December 31, 2015.

EnerJex response:

Understood and we will comply.

If you have any questions or would like
to discuss our responses above, you may contact our outside counsel, Fernando Velez, Jr. of Reicker, Pfau, Pyle & McRoy, LLP,
at 805-966-2440, or me at 210-451-5545.

    Very truly yours,

    /s/ Douglas M. Wright

    Douglas M. Wright

    Chief Financial Officer

 cc: Fernando Velez – via email

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

CORRESP
1
filename1.htm

September
29, 2016

Securities and Exchange Commission

Judiciary Plaza

450 Fifth Street, NW

Washington, DC 20549

Attention: H. Roger Schwall

 Re: EnerJex Resources, Inc.

Form 10-K for the Fiscal Year Ended December
31, 2014

Filed March 31, 2015

Definitive Proxy Statement on Schedule 14A

Filed April 3, 2015

File No. 1-36492

Dear Mr. Schwall,

The attached correspondence occurred with the SEC on September
27, 2016.

Very truly yours,

/s/ Douglas M. Wright

Douglas M. Wright

Chief
Financial Officer

 cc: Fernando Velez – via email

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

Mail Stop 4628
September  8, 2016

Via E -Mail
Robert G. Watson Jr.
Chief Executive Officer
EnerJ ex Resources, Inc.
4040 Broadway, Suite 508
San Antonio, TX 78209

Re: Ener Jex Resources,  Inc.
 Form 10-K for the Fiscal Year ended December 31, 2014
 Filed March 31, 2015
Form 10 -K for the Fiscal Year ended December 31, 2015
Filed April 11, 2016
File No. 1 -36492

Dear Mr. Watson :

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

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances, 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.  Unless we note otherwise, our
references to prior comments are to comment s in our July 11 , 2016 letter.

Form 10 -K for the Fiscal Year ended December 31, 2014

Notes to Consolidated Financial Statements

Supplemental Oil and Gas Reserve Information (Unaudited), page F -18

Estimated Quantities of Proved Reserves, page F -19

1. We have read your response to prior comment one, including your illustration of the
proposed disclosure regarding the beginning and end -of-year quantities for each product
type of proved developed and proved undeveloped reserves.  Please revise your proposed

Robert G. Watson, Jr.
Ener Jex Resources, Inc.
September  8, 2016
Page 2

 discl osure to correct the mathematical inconsistencies in the calculation of the figures in
the illustration.  Also revise your proposed disclosure to resolve the inconsistencies
regarding the beginning and end -of-year quantities in your illustration compared t o the
quantities provided in Form 10 -K for the fiscal years ending December 31, 2014 and
2013, respectively.

2. Please expand your disclosure to provide a narrative explanation for the significant
changes in net reserves relating to each line item entry othe r than production for each of
the periods presented.  Refer to the disclosure requirements in FASB ASC 932 -235-50-5.

Form 10 -K for the Fiscal Year ended December 31, 2015

Notes to Consolidated Financial Statements

Supplemental Oil and Gas Reserve Infor mation (Unaudited), page F -17

Estimated Quantities of Proved Reserves, page F -18

3. To the extent applicable, please incorporate the disclosure revisions identified in your
response to comment one regarding the presentation of total net proved reserves,
developed reserves and undeveloped reserves along with the changes in net quantities for
the periods ending December 31, 2014 and 2015, respectively, as disclosed in the Form
10-K for the fiscal year ending December 31, 2015.

You may contact John Hodgin, Pet roleum Engineer, at (202) 551 -3699 if you have
questions regarding the comments.   Please contact Karl Hiller, Branch Chief, at (202) 551 -3686
with any other questions.

Sincerely,

 /s/H. Roger Schwall

H. Roger Schwall
Assistant Director
Office of Natural Resources

CORRESP
1
filename1.htm

August 19, 2016

Securities and Exchange Commission

Judiciary Plaza

450 Fifth Street, NW

Washington, DC 20549

Attention: H. Roger Schwall

 Re: Enerjex Resources, Inc.

Form
10-K for the Fiscal Year ended December 31, 2014

Filed
March 31, 2015

Form
10-K for the Fiscal Year ended December 31, 2015

Filed
April 11, 2016

File
No. 1-36492

Dear Mr. Schwall

In response to your letter
dated July 11, 2016, set forth below are your comments concerning the EnerJex Resources, Inc.’s Form 10-K and Definitive Proxy
Statement referred to above, and our responses. Your comments are in italics and are followed by our response.

Form 10-K for
the Fiscal Year ended December 31, 2014

Notes to Consolidated
Financial Statements

Supplemental
Oil and Gas Reserve Information (Unaudited), page F-18

Estimated Quantities
of Proved Reserves, page F-19

 1. We have read your response to prior comment one and
see that although your proposed disclosure revisions address the requirements regarding the separate disclosure by product type
of changes in your proved developed and undeveloped reserves combined, for the periods ending December 31, 2014 and 2013, these
do not specify the beginning and end-of-year quantities for each product type of proved developed reserves apart from proved undeveloped
reserves, which is also required. Please further revise your disclosure to provide these details. You may refer to FASB ASC 932-235-55-2
for illustrations of the presentation requirement of FASB ASC 932-235-50-4. To the extent applicable, please incorporate these
revisions in the Form 10-K for the fiscal year ending December 31, 2015 as well.

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

EnerJex response:

We plan to replace the existing table in
our Form 10-K included in footnote 13 Supplemental Oil and Gas Reserve Information (Unaudited) – Estimated quantities of
proved reserves located on page F-19 with the table below.

    Proved Reserves
    Total Proved Developed
    Proved Undeveloped
    Total Proved
    Total Proved Developed
    Proved Undeveloped
    Total Proved

    Beginning

    Crude Oil BB’Ls
      3,141,300
      1,303,200
      4,444,500
      1,546,300
      1,380,800
      2,927,100

    Natural Gas Liquids BBL’s
      40,600

      40,600

    Natural Gas MCF’s
      3,857,200
      4,059,900
      7,917,100

    Oil Equivalents BOE’s
      3,824,756
      1,979,844
      5,804,600
      1,546,300
      1,380,800
      2,927,100

    Revisions of previous estimates

    Crude Oil BB’Ls
      (724,191 )
      (627,900 )
      (1,352,091 )
      295,400
      (153,800 )
      141,600

    Natural Gas Liquids BBL’s
      56,919
      -
      56,919

    Natural Gas MCF’s
      578,470
      40
      578,510

    Oil Equivalents BOE’s
      (570,860 )
      (627,893 )
      (1,198,754 )

    Purchases of minerals in place

    Crude Oil BB’Ls
      2,234

      2,234
      1,325,500

      1,325,500

    Natural Gas Liquids BBL’s

      40,600

      40,600

    Natural Gas MCF’s

      3,857,200
      4,059,900
      7,917,100

    Oil Equivalents BOE’s

      2,008,967
      676,650
      2,685,617

    Extensions and discoveries

    Crude Oil BB’Ls
      2,226

      2,226
      34,300
      141,600
      175,900

    Sales of minerals in place

    Crude Oil BB’Ls

      (4,800 )

      (4,800 )

    Production

    Crude Oil BB’Ls
      (150,469 )

      (150,469 )
      (112,462 )

      (112,462 )

    Natural Gas Liquids BBL’s
      (6,619 )

      (6,619 )
      (1,650 )

      (1,650 )

    Natural Gas MCF’s
      (318,226 )

      (318,226 )
      (39,135 )

      (39,135 )

    Oil Equivalents BOE’s
      (210,126 )

      (210,126 )
      (120,634 )

      (120,634 )

    Ending

    Crude Oil BB’Ls
      2,271,100
      675,300
      2,946,400
      3,084,238
      1,368,600
      4,452,838

    Natural Gas Liquids BBL’s
      90,900
      -
      90,900
      38,950
      -
      38,950

    Natural Gas MCF’s
      4,117,444
      4,059,940
      8,177,384
      3,818,065
      4,059,900
      7,877,965

    Oil Equivalents BOE’s
      3,048,229
      1,351,951
      4,400,180
      3,759,412
      2,045,188
      5,804,600

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

Form 10-K for the Fiscal
Year ended December 31, 2015

Notes to Consolidated Financial
Statements

Supplemental Oil and Gas
Reserve Information (Unaudited), page F-17

Estimated Quantities of Proved
Reserves, page F-18

 2. We note disclosure indicating you have not converted
material quantities of proved undeveloped reserves to developed reserves for the years ending December 31, 2015 and 2014. Please
provide us with your development schedule, indicating for each future period, the net quantities of proved reserves and estimated
capital expenditures necessary to convert all of the proved undeveloped reserves disclosed as of December 31, 2015 to developed.
Please refer to Rule 4-10(a)(31)(ii) of Regulation S-X and Question 131.04 in the Compliance and Disclosure Interpretations (C&DIs),
issued October 26, 2009 and updated May 16, 2013, and either confirm or tell us the extent to which all of the proved undeveloped
locations are part of a development plan that has been adopted by your management, including approval by your Board of Directors,
if such approval is required, and is current as of December 31, 2015.

EnerJex response:

We plan to insert the following information
to the existing disclosures beginning with the second paragraph of the Estimated quantities of proved
reserves information section of footnote 14, Supplemental Oil and Gas Reserve Information (Unaudited), which can be found at page
F-18 of the 2015 10-K.

Proved developed reserves at December 31,
2015 consisted of 74% oil and 26% natural gas and totaled 1,851.9 MBOEs. Proved developed reserves for December 31, 2014 consisted
of 77% oil and 23% natural gas and totaled 3,048.3 MBOEs. Proved undeveloped reserves for December 31, 2015 were 723.0 MBOEs.
Proved undeveloped reserves at December 31, 2014 were 1,351.9 MBOEs.

The Company annually reviews
its proved undeveloped reserves to ensure an appropriate plan for development exists. The Company books proved undeveloped reserves
only if it plans to convert these reserves to proved developed producing reserves within five years from the date they were first
booked. At December 31, 2015 proved undeveloped reserves were approximately 723.0 MBOE’s a decrease of 628.9 MBOE or 46.5%.
The Company plans to develop all the remaining location that comprise the 723.0 MBOE of proved undeveloped reserves within five
years. However, the decision to deploy capital and the timing of those expenditures is contingent on many different factors. At
the present time the Company estimates capital expenditures of approximately $6.0 million will be sufficient to develop these reserves.
The development plans assume a continued improvement in commodity pricing and general market conditions within the oil and gas
industry.

The
calculation of proved undeveloped reserves requires the Company to make predictions regarding future acquisitions and discoveries
and the impact they may have on the Company’s overall development plan of properties it currently owns. The development plan
is revised to reflect changes in the oil and gas industry, including changing markets and prices, and new investment opportunities,
and such revisions will result in changes to our proved undeveloped reserves. Consequently, the exact timing of capital
expenditures will be heavily dependent upon the Company’s interpretation of market opportunities which are heavily influenced
by projections of future commodity prices. Each year we will review our five year development plan to maximize the value of our
investment in oil and gas assets and in turn maximize shareholder value. At December 31, 2015 we believe the following best characterizes
our development plan.

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

    Estimated Conversion of Proved Undevelped Reserves

    CAPEX ($MM)
    MBOE’s

    2016
      0.0
      0.0

    2017
      1,120.0
      112.5

    2018
      1,162.8
      89.6

    2019
      3,057.2
      131.4

    2020
      561.7
      389.5

For the year ended December 31, 2015 proved
reserves decreased 1,825.3 MBOEs of which production accounted for 133.7 MBOEs or 7.3% of the decrease. The remaining decrease
of 1,691.6 MBOEs, was due primarily to decreases in commodity prices. Crude oil prices decreased $40.00 or 46.1% and natural gas
prices declined 42.2% or $1.37. Diminished commodity pricing triggered negative revisions of 586.6 MBOEs of crude oil classified
as proved developed producing, negative revisions of 42.9 MBOEs of crude oil classified as proved developed non-producing and negative
revisions of 522.1 of MBOEs of crude oil classified as proved undeveloped reserves. Natural gas liquids decreased pricing resulted
in decreases of 65.6 MBOEs to the proved developed producing category. Reduced natural gas prices also reduced amounts classified
as proved developed producing by 1,347.9 MMCF’s as well as natural gas reserves classified as proved undeveloped by 637.8
MCF. These decreases were partially offset by increases to natural gas liquid reserves classified as proved developed non-producing
of 29.7 MBOE and 262.4 MMCF of natural gas reserves classified as proved developed non-producing. In 2015 there were no material
transfers from the proved undeveloped category of reserves to the proved developed category

If you have any questions or would like
to discuss our responses above, you may contact our outside counsel, Fernando Velez, Jr. of Reicker, Pfau, Pyle & McRoy, LLP,
at 805-966-2440, or me at 210-451-5545.

Very truly yours,

/s/ Douglas M. Wright

Douglas M. Wright

Chief Financial Officer

 cc: Fernando Velez – via email

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

CORRESP
1
filename1.htm

July 22, 2016

Securities and Exchange Commission

Judiciary Plaza

450 Fifth Street, NW

Washington, DC 20549

Attention: H. Roger Schwall

 Re: EnerJex Resources, Inc.

Form
10-K for the Fiscal Year ended December 31, 2014

Filed
March 31, 2015

Form 10-K for the Fiscal Year ended December 31, 2015

Filed
April 11, 2016

File
No. 1-36492

Dear Mr. Schwall:

In response to your letter
dated July 11, 2016, we respectively request an extension of 10 business days to accommodate schedules of our staff, public accountants
and consulting engineers as we prepare to file our second quarter 10-Q.

If you have any questions or would like
to discuss our responses above, you may contact our outside counsel, Fernando Velez, Jr. of Reicker, Pfau, Pyle & McRoy, LLP,
at 805-966-2440, or me at 210-451-5545.

Very truly yours,

/s/ Douglas M. Wright

Douglas M. Wright

Chief Financial Officer

 cc: Fernando Velez – via email

Mail Stop 4628
July 11 , 2016

Via E -Mail
Robert G. Watson Jr.
Chief Executive Officer
Enerjex Resources, Inc.
4040 Broadway, Suite 508
San Antonio, TX 78209

Re: Enerjex Resources, Inc.
 Form 10-K for the Fiscal Year ended December 31, 2014
 Filed March 31, 2015
Form 10 -K for the Fiscal Year ended December 31, 2015
Filed April 11, 2016
File No. 1 -36492

Dear Mr. Watson :

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

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances, 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.  Unless we note otherwise, our
references to prior comments are to comment s in our May 11 , 2016 letter.

Form 10 -K for the Fiscal Year ended December 31, 2014

Notes to Consolidated Financial Statements

Supplemental Oil and Gas Reserve Information (Unaudited), page F -18

Estimated Quantities of Proved Reserves, page F -19

1. We have read you r response to prior comment one, including  your proposed disclosure
regarding the beginning and end -of-year quantities for each product type of proved
developed and proved undeveloped reserves.  We note that while FASB ASC 932 -235-

Robert G. Watson, Jr.
Enerjex Resources, Inc.
July 11, 2016
Page 2

 50-5 requires that you quantify various types of changes in total p roved reserves for each
period, you have elected in your latest submission to also include these details for each
product category (which is not a requirement).

We also note that while you have presented details for two categories of proved
developed re serves, based on whether the properties are producing or not producing
(which is also not a requirement), you have not included totals for proved developed
reserves, and therefore this presentation does not include all of the information required
by FASB A SC 932 -235-50-4.  Further revisions will be necessary to include total proved
developed reserves at the beginning and end of each period.

We suggest that you follow the guidance in Example 1 of FASB ASC 932 -235-55-2 in
organizing the informatio n that is required to be disclosed for proved reserves.

Form 10 -K for the Fiscal Year ended December 31, 2015

Notes to Consolidated Financial Statements

Supplemental Oil and Gas Reserve Information (Unaudited), page F -17

Estimated Quantities of Proved  Reserves, page F -18

2. We note your response to prior comment two does not include the information we had
requested concerning your plans for developing proved reserves.  Please describe any
limitations on your ability to provide such information, as would ordinarily be necessary
to establish or demonstrate compliance with the proved reserve definitions in Rule 4 -
10(a) of Regulation S -X.  We reissue prior comment two.

You may contact John Hodgin, Petroleum Engineer, at (202) 551 -3699 if you have
questions  regarding the comments.   Please contact Karl Hiller, Branch Chief, at (202) 551 -3686
with any other questions.

Sincerely,

 /s/ Karl Hiller  for

H. Roger Schwall
Assistant Director
Office of Natural Resources

CORRESP
1
filename1.htm

May 25, 2016

Securities and Exchange Commission

Judiciary Plaza

450 Fifth Street, NW

Washington, DC 20549

Attention: H. Roger Schwall

 Re: EnerJex Resources, Inc.

Form
10-K for the Fiscal Year Ended December 31, 2014

Filed
March 31, 2015

Definitive
Proxy Statement on Schedule 14A

Filed
April 3, 2015

File
No. 1-36492

Dear Mr. Schwall

In response to your letter
dated May 11, 2016, set forth below are your comments concerning the EnerJex Resources, Inc.’s Form 10-K and Definitive Proxy Statement
referred to above, and our responses. Your comments are in italics and are followed by our response.

Form
10-K for the Fiscal Year ended December 31, 2014

Notes
to Consolidated Financial Statements

Supplemental
Oil and Gas Reserve Information (Unaudited), page F-18

Estimated
Quantities of Proved Reserves, page F-19

 1. We have read your response to prior comment one and
see that although your proposed disclosure revisions address the requirements regarding the separate disclosure by product type
of changes in your proved developed and undeveloped reserves combined, for the periods ending December 31, 2014 and 2013, these
do not specify the beginning and end-of-year quantities for each product type of proved developed reserves apart from proved undeveloped
reserves, which is also required. Please further revise your disclosure to provide these details. You may refer to FASB ASC 932-235-55-2
for illustrations of the presentation requirement of FASB ASC 932-235-50-4. To the extent applicable, please incorporate these
revisions in the Form 10-K for the fiscal year ending December 31, 2015 as well.

EnerJex response:

We plan to replace the existing table in
our Form 10-K included in footnote 13 Supplemental Oil and Gas Reserve Information (Unaudited) – Estimated quantities of
proved reserves located on page F-19 with the table below.

    2014
    2013

    Proved Reserves
    Proved Developed Producing
    Proved Developed Non-producing
    Proved Undeveloped
    Total
    Proved Developed Producing
    Proved Developed Non-producing
    Proved Undeveloped
    Total

    Beginning

    Crude Oil BB’Ls
      2,676,800
      464,500
      1,303,200
      4,444,500
      1,546,300

      1,380,800
      2,927,100

    Natural Gas Liquids BBL’s
      26,500
      14,100

      40,600

    Natural Gas MCF’s
      686,200
      3,171,000
      4,059,900
      7,917,100

    Oil Equivalents BOE’s
      2,817,661
      1,007,095
      1,979,844
      5,804,600
      1,546,300
      -
      1,380,800
      2,927,100

    Revisions of previous estimates

    Crude Oil BB’Ls
      (686,091 )
      (38,100 )
      (627,900 )
      (1,352,091 )
      295,400

      (153,800 )
      141,600

    Natural Gas Liquids BBL’s
      56,819
      100
      -
      56,919

    Natural Gas MCF’s
      1,436,350
      (857,880 )
      40
      578,510

    Oil Equivalents BOE’s
      (389,880 )
      (180,980 )
      (627,893 )
      (1,198,754 )

    Purchases of minerals in place

    Crude Oil BB’Ls
      2,234

      2,234
      861,000
      464,500

      1,325,500

    Natural Gas Liquids BBL’s

      26,500
      14,100

      40,600

    Natural Gas MCF’s

      686,200
      3,171,000
      4,059,900
      7,917,100

    Oil Equivalents BOE’s

      1,001,867
      1,007,100
      676,650
      2,685,617

    Extensions and discoveries

    Crude Oil BB’Ls
      2,226

      2,226
      34,300

      141,600
      175,900

    Sales of minerals in place

    Crude Oil BB’Ls

      (4,800 )

      (4,800 )

    Production

    Crude Oil BB’Ls
      (150,469 )

      (150,469 )
      (112,462 )

      (112,462 )

    Natural Gas Liquids BBL’s
      (6,619 )

      (6,619 )
      (1,650 )

      (1,650 )

    Natural Gas MCF’s
      (318,226 )

      (318,226 )
      (39,135 )

      (39,135 )

    Oil Equivalents BOE’s
      (210,126 )

      (210,126 )
      (120,634 )

      (120,634 )

    Ending

    Crude Oil BB’Ls
      1,844,700
      426,400
      675,300
      2,946,400
      2,619,738
      464,500
      1,368,600
      4,452,838

    Natural Gas Liquids BBL’s
      76,700
      14,200
      -
      90,900
      24,850
      14,100
      -
      38,950

    Natural Gas MCF’s
      1,804,324
      2,313,120
      4,059,940
      8,177,384
      647,065
      3,171,000
      4,059,900
      7,877,965

    Oil Equivalents BOE’s
      2,222,114
      826,115
      1,351,951
      4,400,180
      2,752,372
      1,007,040
      2,045,188
      5,804,600

Form
10-K for the Fiscal Year ended December 31, 2015

Notes
to Consolidated Financial Statements

Supplemental
Oil and Gas Reserve Information (Unaudited), page F-17

Estimated
Quantities of Proved Reserves, page F-18

 2. We note disclosure indicating you have not converted
material quantities of proved undeveloped reserves to developed reserves for the years ending December 31, 2015 and 2014. Please
provide us with your development schedule, indicating for each future period, the net quantities of proved reserves and estimated
capital expenditures necessary to convert all of the proved undeveloped reserves disclosed as of December 31, 2015 to developed.
Please refer to Rule 4-10(a)(31)(ii) of Regulation S-X and Question 131.04 in the Compliance and Disclosure Interpretations (C&DIs),
issued October 26, 2009 and updated May 16, 2013, and either confirm or tell us the extent to which all of the proved undeveloped
locations are part of a development plan that has been adopted by your management, including approval by your Board of Directors,
if such approval is required, and is current as of December 31, 2015.

EnerJex response:

We plan to insert
the following information highlighted below in blue with the existing disclosures beginning with the second paragraph of the Estimated
quantities of proved reserves information section of footnote 14, Supplemental Oil and Gas Reserve Information (Unaudited), which
can be found at page F-18 of the 2015 10-K.

Proved developed reserves at December 31,
2015 consisted of 74% oil and 26% natural gas and totaled 1,851.9 MBOEs. Proved developed reserves for December 31, 2014 consisted
of 77% oil and 23% natural gas and totaled 3,048.3 MBOEs. Proved undeveloped reserves for December 31, 2015 were 723.0 MBOEs.
Proved undeveloped reserves at December 31, 2014 were 1,351.9 MBOEs.

The
Company annually reviews its proved undeveloped reserves to ensure an appropriate plan for development exists. The Company
books proved undeveloped reserves only if it plans to convert these reserves to proved developed producing reserves within
five years from the date they were first booked. At December 31, 2015 proved undeveloped reserves were approximately 723.0
MBOE’s a decrease of 628.9 MBOE or 46.5%. The Company plans to develop all the remaining locations that comprise the
723.0 MBOE of proved undeveloped reserves within five years, and the present estimated aggregate capital expenditure
to develop these reserves is $6.0 million. However, the decision to deploy capital and the timing of those expenditures is
contingent on many different factors many of which are not  in the Company’s control. The current plan assumes
a continued improvement in commodity pricing and general market conditions within the oil and gas industry. Consequently,
the exact timing of future capital expenditure is uncertain as any plan is heavily dependent upon the Company’s
projections of future commodity prices and oil and gas industry conditions which may or may not occur.

For the year ended December 31, 2015 proved
reserves decreased 1,825.3 MBOEs of which production accounted for 133.7 MBOEs or 7.3% of the decrease. The remaining decrease
of 1,691.6 MBOEs, was due primarily to decreases in commodity prices. Crude oil prices decreased $40.00 or 46.1% and natural gas
prices declined 42.2% or $1.37. Diminished commodity pricing triggered negative revisions of 586.6 MBOEs of crude oil classified
as proved developed producing, negative revisions of 42.9 MBOEs of crude oil classified as proved developed non-producing and negative
revisions of 522.1 of MBOEs of crude oil classified as proved undeveloped reserves. Natural gas liquids decreased pricing resulted
in decreases of 65.6 MBOEs to the proved developed producing category. Reduced natural gas prices also reduced amounts classified
as proved developed producing by 1,347.9 MMCF’s as well as natural gas reserves classified as proved undeveloped by 637.8
MCF. These decreases were partially offset by increases to natural gas liquid reserves classified as proved developed non-producing
of 29.7 MBOE and 262.4 MMCF of natural gas reserves classified as proved developed non-producing. In 2015 there were no material
transfers from the proved undeveloped category of reserves to the proved developed category

If you have any questions or would like
to discuss our responses above, you may contact our outside counsel, Fernando Velez, Jr. of Reicker, Pfau, Pyle & McRoy, LLP,
at 805-966-2440, or me at 210-451-5545.

Very truly yours,

/s/ Douglas M. Wright

Douglas M. Wright

Chief Financial Officer

 cc: Fernando Velez – via email

Mail Stop 4628
May 11, 2016

Via E -Mail
Robert G. Watson Jr.
Chief Executive Officer
Enerjex Resources, Inc.
4040 Broadway, Suite 508
San Antonio, TX 78209

Re: Enerjex Resources, Inc.
 Form 10-K for the Fiscal Year ended December 31, 2014
 Filed March 31, 2015
Form 10 -K for the Fiscal Year ended December 31, 2015
Filed April 11, 2016
File No. 1 -36492

Dear Mr. Watson :

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

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these comm ents, we may have additional comments.  Unless we note otherwise, our
references to prior comments are to comment s in our March 4, 2016 letter.

Form 10 -K for the Fiscal Year ended December 31, 2014

Notes to Consolidated Financial Statements

Supple mental Oil and Gas Reserve Information (Unaudited), page F -18

Estimated Quantities of Proved Reserves, page F -19

1. We have read your response to prior comment one and see that although your proposed
disclosure revisions address the requirements regarding the separate disclosure by
product type of changes in your proved developed and undeveloped reserves combined,

Robert G. Watson, Jr.
Enerjex Resources, Inc.
May 11, 2016
Page 2

 for the periods ending December 31, 2014 and 2013, these do not specify the beginning
and end -of-year quantities for each product type of proved developed  reserves apart from
proved undeveloped  reserves, which is also required.  Please further revise your
discl osure to provide these details.  You may refer to FASB ASC 932 -235-55-2 for
illustrations of the presentation requirement of FASB ASC 932 -235-50-4.  To the extent
applicable, please incorporate these revisions in the Form 10 -K for the fiscal year ending
December 31, 2015 as well.

Form 10 -K for the Fiscal Year ended December 31, 2015

Notes to Consolidated Financial Statements

Supplemental Oil and Gas Reserve Information (Unaudited), page F -17

Estimated Quantities of Proved Reserves, page F -18

2. We note di sclosure indicating you have not converted material quantities of proved
undeveloped reserves to developed reserves for the years ending December 31, 2015 and
2014.  Please provide us with your development schedule, indicating for each future
period, the n et quantities of proved reserves and estimated capital expenditures necessary
to convert all of the proved undeveloped reserves disclosed as of December 31, 2015 to
developed.  Please refer to Rule 4 -10(a)(31)(ii) of Regulation S -X and Question 131.04 in
the Compliance and Disclosure Interpretations (C&DIs), issued October 26, 2009 and
updated May 16, 2013, and either confirm or tell us the extent to which all of the proved
undeveloped locations are part of a development plan that has been adopted by your
management, including approval by your Board of Directors, if such approval is required,
and is current as of December 31, 2015.

You may contact John Hodgin, Petroleum Engineer, at (202) 551 -3699 if you have
questions regarding the comments.   Please contact Karl Hiller, Branch Chief, at (202) 551 -3686
with any other questions.

Sincerely,

 /s/H. Roger Schwall

H. Roger Schwall
Assistant Director
Office of Natural Resources

CORRESP
1
filename1.htm

April 6, 2016

Securities and Exchange Commission

Judiciary Plaza

450 Fifth Street, NW

Washington, DC 20549

Attention: H. Roger Schwall

 Re: EnerJex Resources, Inc.

Form
10-K for the Fiscal Year Ended December 31, 2014

Filed
March 31, 2015

Definitive
Proxy Statement on Schedule 14A

Filed
April 3, 2015

File
No. 1-36492

Dear Mr. Schwall

In response to your letter
dated March 4, 2016, set forth below are your comments concerning the EnerJex Resources, Inc.’s Form 10-K and Definitive Proxy
Statement referred to above, and our responses. Your comments are in italics and are followed by our response.

Form 10-K for the Fiscal Year Ended December 31, 2014

Business and Properties, page 4

Reserves, page 11

 1. We have read your response to prior comment number
one. We reissue our comment in part as your response and proposed disclosure revisions do not address the requirements for separately
disclosing reserves by product type of crude oil including condensate, natural gas liquids and natural gas liquids relating to
the presentation of reserves and the changes therein provided on page F-19 of Form 10-K for the fiscal year ending December 31,
2014. Please refer to FASB ASC 932-235-55-2 for illustrations of the presentation requirements of FASB ASC 932-235-50-4 and 50-5.
To the extent applicable, please incorporate these revisions in the Form 10-K for the fiscal year ending December 31, 2015
as well.

EnerJex response:

We plan to include the following table in
our Form 10-K, to be included at page F-19 with footnote 13 Supplemental Oil and Gas Reserve Information (Unaudited) – Estimated
quantities of proved reserves.

    2014
    2013

    Natural Gas

    Oil

    Natural Gas

    Oil

    Crude Oil
    Liquids
    Natural Gas
    Equivalents
    Crude Oil
    Liquids
    Natural Gas
    Equivalents

    BBL’s
    BBLs
    MCF’s
    BOE’s
    BBL’s
    BBLs
    MCF’s
    BOE’s

    Proved reserves (BOE):

    Beginning
      4,444,500
      40,600
      7,917,000
      5,804,600
      2,927,000
      -
      -
      2,927,000

    Revisions of previous
    estimates
      (1,352,091 )
      56,919
      578,506
      (1,198,754 )
      141,600

      141,600

    Purchases of minerals
    in place
      2,234

      2,234
      1,317,245
      42,250
      7,956,134
      2,685,517

    Extensions and discoveries
      2,226

      2,226
      175,917

      175,917

    Sales of minerals
    in place

      -
      (4,800 )

      (4,800 )

    Production
      (150,469 )
      (6,619 )
      (318,226 )
      (210,126 )
      (112,462 )
      (1,650 )
      (39,135 )
      (120,634 )

    Ending
      2,946,400
      90,900
      8,177,280
      4,400,180
      4,444,500
      40,600
      7,917,000
      5,804,600

To be consistent with the above table, we
also plan to include the following table in our Form 10-K, to be included at top of page 10, replacing the existing table of Net
Production, Average Sales Prices and Average Production and Lifting Costs.

    Year
    ended December 31,

    2014
    2013

    Net Production

    Crude
    oil (bbl)
      150,469
      112,462

    Natural
    gas liquids (bbl)
      6,619
      1,650

    Natural
    gas (mcf)
      318,226
      39,135

    Average Sales Prices

    Crude
    oil (per bbl)
    $ 86.76
      95.81

    Natural
    gas liquids (per bbl)
    $ 30.65
      32.87

    Natural
    gas (per mcf)
    $ 3.25
      3.03

    Average Production Cost
    (1)  per BOE
    $ 48.78
      49.34

    Average Lifting Costs (2)
     per BOE
    $ 31.99
      33.95

 2. We have read your response to prior comment number
2. We note the downward revision of approximately 600,000 Boe relating to the Cherokee Project represents a reduction in the net
quantities of proved undeveloped reserves disclosed at the beginning of 2014 of approximately 30%. Item 1203(b) of Regulation
S-K requires that you disclose material changes in proved undeveloped reserves that occurred during the year. We reissue our prior
comment relating to the disclosure in your Form 10-K for the fiscal year ending December 31, 2014 and, to the extent applicable,
to the Form 10-K for the fiscal year ending December 31, 2015 as well.

EnerJex response:

We plan to include the following comments
to the last paragraph of Estimated quantities of proved reserves information of footnote 13, Supplemental Oil and Gas Reserve Information
(Unaudited), which can be found at page F-19 of the 2014 10-K.

For the year ended December 31, 2014 proved
reserves decreased 1,404.4 MBOEs, of which production accounted for 210.1 MBOEs or 14.9% of the decrease. The remaining decrease
of 1,194.3 MBOEs or 20.5%, was due primarily to a revision of decline curves related to our Cherokee project in Eastern Kansas.
Our third party independent engineering firm, MHA Petroleum Consultants revised their decline curve forecast methodology in response
to 2014 production performance that fell short of forecast using the original methodology, resulting in a negative revision of
a 686,091 BOEs of crude oil classified as proved developed producing, a negative revision of 38,100 BOEs of crude oil classified
as proved developed non-producing and a negative revision of 627,893 of BOEs of crude oil classified as proved undeveloped reserves
for a total of 1,352,091 BOEs. These decreases were partially offset by increases to estimated proved developed reserves of approximately
240,000 BOE of natural gas and 56,919 barrels of natural gas liquids that resulted from the transfer of an Adena gas-cap well from
proved non-producing to the proved developed producing category. Additionally, proved developed non-producing natural gas reserves
decreased approximately 143,000 BOE again due to the transferring of a gas-cap well from proved non-producing to the proved developed
producing category.

Proved undeveloped reserves decreased 627,893
BOEs in 2014. The decrease was due almost entirely to the crude oil revisions, which resulted from revisions to decline curves
related to our Cherokee project in Eastern Kansas. Our third party independent engineering firm, MHA Petroleum Consultants revised
their decline curve forecast methodology in response to 2014 production performance that fell short of forecast using the original
methodology. No material change in reserves balances were due to transfers from proved undeveloped reserves to the proved developed
category.

For the year ended December 31, 2013 proved
reserves increased 2,877.6 MBOE’s. This increase was due primarily to the acquisition of Black Raven Energy, Inc. on September
27, 2013.

 3. We have read your response to prior comment four. We
note your response does not explain the extent to which any of the proved undeveloped reserves disclosed as of December 31, 2014
were not scheduled to be developed within five years of your initial disclosure of such reserves in a filing made with the United
States Securities and Exchange Commission. We reissue our prior comment relating to the disclosure in your Form 10-K for the fiscal
year ending December 31, 2014 and, to the extent applicable, to the Form 10-K for the fiscal year ending December 31, 2015 as
well.

EnerJex response:

We plan to include the following comments
in our Form 10-K, to be included at page 11with our discussions of reserves related to Items 1 and 2 Business and Properties, page
34 with our discussions of reserves related to Item 7 Management’s Discussion and Analysis of Financial Condition and Results
of Operations and at page F-19 with footnote 13 Supplemental Oil and Gas Reserve Information (Unaudited) – Estimated quantities
of proved reserves.

In 2014 the
Company invested $7.1 million in its oil and gas properties. Approximately $6.4 million was spent developing oil and gas
assets and the remaining amount was spent acquiring leasehold positions. Of the $6.4 million, approximately $2.0 million was
invested in Kansas based oil production infrastructure, drilling and completing the Company’s proved undeveloped
opportunities with $1.4 million allocated to its Mississippian project and $.6 million allocated to its Cherokee project.
There were no material transfers of proved undeveloped reserves to the proved developed category. In Colorado approximately
$1.0 million was invested in an oil trunk line for the Adena field and a gas tap and pipeline for the Amherst field.
Approximately $3.4 million was invested recompleting and reactivating well in the Adena field. The investment deployment rate
dramatically decreased in the beginning in the third quarter in response to falling commodity prices. The Company’s
reserve report estimates $13.5 million of remaining future development costs, of which $3.5 million or $700,000 per year for
five years is allocated to proved undeveloped activity. The Company has $7.4 million of current asset on hand, approximately
$3.7 million of unrealized hedge gains and important infrastructure in Colorado completed which will facilitate the
exploitation and development of proved undeveloped reserves over the next five years. At year end the Company’s review
of proved undeveloped reserves revealed no instances of reserves that have not been developed within five years of their
initial recording as a proved undeveloped reserve. In addition it believes it has the financial wherewithal to develop all
it’s proved undeveloped reserves within the five year time frames required; utilizing its balance sheet, it borrowed
$.5 million from its bank in January 2015 and has the ability to joint venture any of its assets.

Exhibit
A

 4. We have read your response to prior comment 5 and note
that the reserves report provided as Exhibit A to your reply reveals various inconsistencies with the disclosures in your filing
and does not address all of the requirements. Please obtain and file a revised report to address the following points.

 (a) Please revise the description on page 2 of Exhibit
A to clarify whether the information presented represents estimates of reserves independently prepared by MHA Petroleum Consultants,
LLC or estimates prepared by the company’s engineers and audited by MHA Petroleum Consultants, LLC pursuant to Item 1202(a)(9)
of Regulation S-K.

EnerJex response:

The description
on page 2 of the revised MHA report included here as Appendix A has been change to make clear that the reserve report was independently
prepared by MHA Petroleum Consultants, LLC.

 (b) We note that although the reserve report includes
information relating to probable and possible reserves, you have not included these details within your filing. We believe that
the information in the reserves report should correlate with the disclosure in the filing. Please either obtain and file a revised
reserve report that does not include the information relating to probable and possible reserves, or revise the Form 10-K for the
fiscal year ending December 31, 2014 to present this optional information in a manner that is consistent with the disclosure requirements
under Items 1202(a)(2) and 1202(a)(5) of Regulation S-K.

If
you elect to disclose information relating to probable and possible reserves, you should nevertheless obtain and file a revised
reserves report that excludes all aggregated totals of proved, probable and possible reserves that are shown throughout the
report. You may refer to the answer to Question 105.01 in the Compliance and Disclosure Interpretations (C&DIs) available
on our website at:

http//www.sec.gov/divisions/corpfin/guidance/oilandgasinterp.htm.

EnerJex response:

Probable
(PRB) and Possible (POS) reserve information has been deleted. Please see revised MHA Petroleum Consultants LLC report included
here as Appendix A.

 (c) If you elect to disclose information relating to
probable and possible reserves, you should nevertheless obtain and file a revised reserves report that excludes all aggregated
totals of proved, probable and possible reserves that are shown throughout the report. You may refer to the answer to Question
105.01 in the Compliance and Disclosure Interpretations (C&DIs) available on our website at:

http//www.sec.gov/divisions/corpfin/guidance/oilandgasinterp.htm.

EnerJex response:

We do not
elect to disclose information related to probable and possible reserves. All references to probable and possible reserves have
been removed. Please see revised report from MHA Petroleum Consultants, LLC included here as Appendix A

 (d) The reserve report should include figures for the
initial benchmark prices prior to adjustments and the figures for the average realized prices after adjustments for location and
quality differentials such as transportation, quality, gravity and Btu content by product type for the reserves as part of the
primary economic assumptions to comply with Item 1202(a)(8)(v) of Regulation S-K.

EnerJex response:

Requested
information is now included. Please see revised report from MHA Petroleum Consultants, LLC included here as Appendix A.

 (e) We note language indicating the capital costs used
in the report to estimate present value of future net revenue discounted at 10% (“PV10” or “present value”)
do not include any salvage value for the lease and well equipment or the cost of abandoning the properties. However, the disclosure
that you have provided on page 5 of the Form 10-K along with the figure representing the total PV10 (present value) of your proved
reserves as of December 31, 2014 indicates future abandonment costs are included. Tell us the amounts of future abandonment costs,
reasons for differences between your disclosure and the third party engineer report, and your view of on the materiality of any
differences in costs. If you require further clarification, please refer to the guidance provided by the Division of Corporation
Finance to companies engaged in oil and gas producing activities in a letter dated February 4, 2004,available on our website at:

http://www.sec.gov/divisions/corpfin/guidance/oilgasletter.htm.

EnerJex response:

The disclosures
on page 5 of the 10-K were in error and will be removed from the amended 10-K and the following disclosure will be added “after
consideration of salvage value there are no material abandonment costs”.

If you have any questions or would like
to discuss our responses above, you may contact our outside counsel, Fernando Velez, Jr. of Reicker, Pfau, Pyle & McRoy, LLP,
at 805-966-2440, or me at 210-451-5545.

    Very truly yours,

    /s/  Douglas M. Wright

    Douglas M. Wright

    Chief Financial Officer

Exhibit A – Letter from MHA Petroleum
Consultants dated January 22, 2016

 cc: Fernando Velez – via email

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

Exhibit A

Letter from MHA Petroleum Consultants, LLC

January 22, 2016

Mr. Robert Watson Jr.

President and CEO

Enerjex Resources

4040 Broadway, Suite 508

San Antonio, Texas 78209

Dear Mr. Watson:

The following reserve report was independently
prepared by MHA Petroleum Consultants, LLC based upon information supplied to them by Enerjex Resources, Inc.

In accordance with your request, we have
evaluated the assets of Enerjex Resources (Enerjex), as of January 1, 2015. This includes the proved reserves and future revenue
to the Enerjex interest’s in certain oil and gas properties located in Colorado, Nebraska, Kansas, and Texas. It is our understanding
that the proved reserves estimated herein constitute all of the proved reserves owned by Enerjex. We have examined the estimates
with respect to reserves quantities, reserves categorization, future producing rates, future net revenue, and the present value
of such future net revenue, using the definitions set forth in U.S. Securities and Exchange Commission (SEC) Regulation S-X Rule
4-10(a). The estimates of reserves and future revenue

CORRESP
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March 18, 2016

Securities and Exchange Commission

Judiciary Plaza

450 Fifth Street, NW

Washington, DC 20549

Attention: H. Roger Schwall

 Re: EnerJex Resources, Inc.

Form 10-K for the Fiscal Year Ended December
31, 2014

Filed March 31, 2015

Definitive Proxy Statement on Schedule 14A

Filed April 3, 2015

File No. 1-36492

Dear Mr. Schwall:

In response to your letter
dated March 4, 2016, we respectively request an extension of ten business days to accommodate the schedules of our staff, our external
accountants, Company engineer and consulting engineers.

If you have any questions or would like
to discuss our responses above, you may contact our outside counsel, Fernando Velez, Jr. of Reicker, Pfau, Pyle & McRoy, LLP,
at 805-966-2440, or me at 210-451-5545.

    Very truly yours,

    /s/  Douglas M. Wright

    Douglas M. Wright

    Chief Financial Officer

 cc: Fernando Velez – via email

Mail Stop 4628
March 4, 2016

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

Re: Enerjex Resources, Inc.
Form 10 -K for the Fiscal Year Ended December 31 , 2014
 Filed March 31, 2015
 Response letter dated January 20, 2016
 File No . 1-36492

Dear  Mr. Watson :

We have reviewed your filings and response 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 provid e in
response to these comments, we may have additional comments.

Form 10 -K for the Fiscal Year ended December 31, 2014

Business and Properties, page 4

Reserves, page 11

1. We have read your response to prior comment number one.  We reissue our comment in
part as your response and proposed disclosure revisions do not address the requirements
for separately disclosing reserves by product type of crude oil including condensate,
natural gas liquids and natural gas liquids relating to the presentation of reserves and the
changes therein provided on page F -19 of Form 10 -K for the fiscal year ending December
31, 2014.  Please  refer to FASB ASC 932 -235-55-2 for illustrations of the pres entation
requirements of FASB ASC 932 -235-50-4 and 50 -5.  To the extent applicable , please

Robert G. Watson, Jr.
Enerjex Resources , Inc.
March 4, 2016
Page 2

 incorporate these revisions in the Form 10 -K for the fiscal year ending December 31,
2015 as well.

2. We have read your response to prior comment number 2.  We note th e downward
revision of approximately 600,000 Boe relating to the Cherokee Project represents a
reduction in the net quantities of proved undeveloped reserves disclosed at the beginning
of 2014 of approximately 30%.  Item 1203(b) of Regulation S -K requires that you
disclose material changes in proved undeveloped reserves that occurred during the year.
We reissue our prior comment relating to the disclosure in your Form 10 -K for the fiscal
year ending December 31, 2014 and , to the extent applicable , to the For m 10 -K for the
fiscal year ending December 31, 2015 as well.

3. We have read your response to prior comment four.  We note your response does not
explain the extent to which any of the proved undeveloped reserves disclosed as of
December 31, 2014 were not scheduled to be developed within five years of your initial
disclosure of such reserves in a filing made with the United States Securities and
Exchange Commission.  We reissue our prior comment relating to the disclosure in your
Form 10 -K for the fiscal ye ar ending December 31, 2014  and, to the extent applicable ,  to
the Form 10 -K for the fiscal year ending December 31, 2015 as well.

Exhibit A

4. We have read your response to prior comment 5 and note that the reserves report
provided as Exhibit A to your reply reveals various inconsistencies with the disclosures
in your filing and does not address all of the requirements.  Please obtain and file a
revised report to address the following points.

(a) Please revise the description on page 2 of Exhibit A to clarify wh ether the
information presented represents estimates of reserves independently prepared by
MHA Petroleum Consultants, LLC or estimates prepared by the company’s
engineers and audited by MHA Petroleum Consultants, LLC pursuant to Item
1202(a)(9) of Regulati on S-K.

(b) We note that although the reserve report includes information relating to probable
and possible reserves, you have not included these details within your filing.  We
believe that the information in the reserves report should correlate with the
disclosure in the filing.  Please either obtain and file a revised reserve report that
does not include the information relating to probable and possible reserves, or
revise the Form 10 -K for the fiscal year ending December 31, 2014 to present this
optional i nformation in a manner that is consistent with the disclosure
requirements under Items 1202(a)(2) and 1202(a)(5) of Regulation S -K.

(c) If you elect to disclose information relating to probable and possible reserves, you
should nevertheless obtain and file a revised reserves report that excludes all

Robert G. Watson, Jr.
Enerjex Resources , Inc.
March 4, 2016
Page 3

 aggregated totals of proved, probable and possible reserves that are shown
throughout the report.  You may refer to the answer to Question 105.01 in the
Compliance and Disclosure Interpretations (C&DIs) available o n our website at:

 http//www.sec.gov/divisions/corpfin/guidance/oilandgasinterp.htm.

(d) The reserve report should include figures for the initial benchmark prices prior to
adjustments and the figures for the average realized prices after adjustments for
location and quality differentials such as transportation, quality, gravity and Btu
content by product type for the reserves as part of the primary economic
assumptions to comply with Item 1202(a)(8)(v) of Regulation S -K.

(e) We note language indicating the c apital costs used in the report to estimate
present value of future net revenue discounted at 10% (“PV10” or “present
value”) do not include any salvage value for the lease and well equipment or the
cost of abandoning the properties.  However, the disclosu re that you have
provided on page 5 of the Form 10 -K along with the figure representing the total
PV10 (present value) of your proved reserves as of December 31, 2014 indicates
future abandonment costs are included.  Tell us the amounts of future
abandonme nt costs, reasons for differences between your disclosure and the third
party engineer report, and your view of on the materiality of any differences in
costs.  If you require further clarification, please refer to the guidance provided by
the Division of Corporation Finance to companies engaged in oil and gas
producing activities in a letter dated February 4, 2004, available on our website at:

http://www.sec.gov/divisions/corpfin/guidance/oilgasletter.htm.

For questions regarding comments on engineering  matters, you may contact John
Hodgin, Petroleum Engineer, at (202) 551 -3699.  You may contact Mark Wojciechowski, Staff
Accountant, at (202) 551 -3759 or Karl Hiller, Branch Chief, at (202) 551 -3686  if you have
questions regarding comments on the financial  statements and related matters.   Please contact
Jason Langford , Staff Attorney, at (202) 551 -3193  or, in his absence, Karina Dorin , Staff
Attorney , at (202) 551 -3763  with any other questions.

Sincerely,

 /s/H. Roger Schwall

 H. Roger Schwall
Assistant Director
Office of Natural Resources

CORRESP
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January 20, 2016

Securities and Exchange Commission

Judiciary Plaza

450 Fifth Street, NW

Washington, DC 20549

Attention: H. Roger Schwall

    Re:
    EnerJex Resources, Inc.

    Form 10-K for the Fiscal Year Ended December 31, 2014

    Filed March 31, 2015

    Definitive Proxy Statement on Schedule 14A

    Filed April 3, 2015

    File No. 1-36492

Dear Mr. Schwall

In response to your letter
dated December 21, 2015, set forth below are your comments concerning the EnerJex Resources, Inc.'s Form 10-K and Definitive Proxy
Statement referred to above, and our responses. Your comments are in italics and are followed by our response.

Form 10-K for the Fiscal Year Ended December 31, 2014

Business and Properties, page 4

Reserves, page 11

 1. Please expand the tabular presentations on pages 11, 34 and F-19 to separately disclose material reserves by product type
of crude oil including condensate, natural gas liquids and natural gas. You may refer to Item 1202(a)(1) of Regulation S-K and
FASB ASC 932-235-55-2 for illustrations of the presentation requirements of Item 1202(a)(4) of Regulation S-K and FASB ASC 932-235-50-4
and 50-5.

EnerJex response:

We plan to include the following information
in our Form 10-K for the fiscal year ended December 31, 2014, under Business and Properties – Reserves, and to include similar
information in other future filings:

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

Summary of Proved Oil and Gas Reserves

as of December 31, 2014

    Gross
    Net
    PV10
(before
    tax)

    Crude Oil
    Natural Gas Liquids
    Natural Gas
    Oil Equivalents
    Crude Oil
    Natural Gas Liquids
    Natural Gas
    Oil Equivalents

    Proved Reserves Category
    BBL
    BBL
    MCF
    BOE
    BBL
    BBL
    MCF
    BOE

    Proved, Developed
      3,067,808
      114,021
      8,387,078
      4,579,675
      2,271,183
      90,851
      4,117,356
      3,048,261
      51,942,200

    Proved, Undeveloped
      931,287
      -
      4,940,000
      1,754,621
      675,266
      -
      4,059,920
      1,351,919
      12,376,500

    Total Proved
      3,999,096
      114,021
      13,327,079
      6,334,296
      2,946,449
      90,851
      8,177,276
      4,400,180
      64,318,700

 2. Based on the disclosure provided on page F-19, there appears to be a material change in proved undeveloped reserves compared
to the disclosure of such reserves as of December 31, 2013. Under Item 1203(b) of Regulation S-K you are required to disclose material
changes in proved undeveloped reserves that occurred during the year, including proved undeveloped reserves that were converted
to developed reserves. Please expand your disclosure to provide both a tabulation and narrative explanation for the net changes
in reserve quantities relating to revisions, extensions/discoveries, acquisition/divestiture, improved recovery and the amounts
converted during the year from proved undeveloped to proved developed, including sufficient details to reconcile and understand
the overall change in net reserves.

EnerJex response:

We respectfully submit that at the time
of preparation and filing of our Annual Report, we considered the referenced regulations. The downward revisions in previous reserve
estimates is primarily related in revised forecasted declines rates in the Cherokee Project. Our third party engineering firm,
MHA Petroleum Consultants revised their decline curve forecast methodology in response to actual 2014 production performance data
that fell short of forecasts using the original methodology. These revisions resulted in a decrease in the estimated proved developed
reserves of approximately 600,000 BOE and proved undeveloped reserves of approximately 600,000 BOE. We sold the Cherokee Project
assets in the second quarter of 2015.

 3. Please expand your disclosure to include the information required under Item 1203(c) of Regulation S-K, regarding “…investments
and progress made during the year to convert proved undeveloped reserves to proved developed reserves, including, but not limited
to, capital expenditures.” This should include a discussion of the progress you have made during the year to convert your
proved undeveloped reserves to developed and quantify the capital expenditures incurred in converting your proved undeveloped reserves
to developed for this period of time.

EnerJex response:

We plan to include the following information
in our Form 10-K for the fiscal year ended December 31, 2014, under Business and Properties – Reserves, and to include similar
information in other future filings:

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

In 2014 of the $7.1 million of capital invested
on oil and gas properties, approximately $6.4mm was spent developing oil and gas assets the remaining amount was spent acquiring
leasehold positions. Approximately $2.0 million was spent drilling and completing proved undeveloped location in the Company’s
Kansas properties with $1.4 million allocated to its Mississippian project and $.6 million allocated to its Cherokee project. In
Colorado approximately $1.0mm was invested in an oil trunk line in the Adena field and a gas tap and pipeline in the Amherst field.
Approximately $3.4mm was invested recompleting and reactivating well in the Adena field. The proved undeveloped investment rate
was dramatically decreased in the fourth quarter in response to falling commodity prices. The Company’s reserve report estimates
$13.5 million of remaining future development costs. The Company will have $3.1 million of cash on hand and estimates approximately
$3.0 million of unrealized hedge gains at year end. Given that the Company expects to have approximately fifty percent of cash
and liquid assets on hand to meet future estimated development costs, we believe that the readers of our financial statement are
best served by an expanded disclosure in the 2015 Annual Report on Form 10-K and all subsequent interim 2016 interim reporting
that specifically addresses: (1) our liquidity position, (2) our rationale as to why we choose not to deploy capital until there
has been a recovery in commodity prices, and (3) a full discussion of any deterioration to our liquidity position should that occur
in 2016 and the impact on our ability to convert proved undeveloped reserves into proved producing reserves in compliance with
item 1203 (c) of Regulation S-K.

 4. We note you disclose that proved undeveloped reserves at December 31, 2014 represent approximately 31% of total proved reserves.
Please expand your disclosure to explain your development plans sufficiently to understand how you have complied with the timeframe
stipulated for development within Rule 4-10(a)(31)(ii) of Regulation S-X, and how you have formulated a reasonable expectation
that any financing necessary to proceed with development will be available, as required by Rule 4-10(a)(26) of Regulation S-X,
prior to reporting these reserves. You should also disclose the information required by Item 1203(d) of Regulation S-K, regarding
the extent to which any of your proved undeveloped reserves will not be developed within five years of your initial disclosure
of these reserves.

If you expect that any of your proved undeveloped
reserves will take more than five years to develop since initial disclosure, please refer to the answer to question 131.03 in our
Compliance and Disclosure Interpretations (C&DIs), and describe for us the specific circumstances that you believe justify
an extended period of time. You may find the C&DIs on our website at http://www.sec.gov/divisions/corpfin/guidance/oilandgas-interp.htm.

EnerJex response:

When we file
our 2015 Annual Report on Form10-K, we will report over $3.1 million of cash and approximately $3.0 million of unrealized hedge
gains at December 31, 2015. We also believe working capital at year end will be positive and the current ratio will be greater
than 1:1. Therefore at year-end the Company will have half of the funds on hand necessary for future development costs estimated
in 2014 to be $13.5 million. While oil and gas prices are volatile and unpredictable, we believe in the next four years prices
will increase sufficiently to warrant the prudent deployment of capital to finish these development plans. Further, if this doesn’t
occur, we have the ability to enter into joint ventures (as we have done with other oil and gas assets) with these assets to complete
the conversion of these undeveloped locations. We believe our balance sheet provides us the wherewithal to develop these reserves
in the next four years. Should there be a protracted delay in commodity prices recovery lasting four years we would implement a
joint venture to complete the development of these reserves.

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

We respectfully submit that instead of expanding
our prior disclosures that we could better serve the readers of our Annual Report and financial statements with an expanded discussion
of future development plans for the next four years in the Company’s annual and quarterly reports that specifically address:
(1) liquidity, (2) our position and rationale as to our decision to deploy or not deploy capital at that time and (3) a full discussion
of any deterioration to our liquidity should that occur and how this would impact our ability to convert proved undeveloped reserves
into proved producing reserves within the four year time frame.

 5. We note the disclosures on pages 22, 34 and F-19 indicate the estimates of reserves and future net cash flows attributable
to those reserves at December 31, 2014 were prepared by MHA Petroleum Consultants LLC, an independent petroleum consultant. Please
obtain and file a report from that firm, including all of the information specified in Item 1202(a)(8) of Regulation S-K.

EnerJex response:

We plan to include as an exhibit to our
Form 10-K for the fiscal year ended December 31, 2014 the letter from MHA Petroleum Consultants LLC attached hereto as Exhibit
A.

Management’s Discussion and Analysis of Financial Condition
and Results of Operations, page 33

 6. We note your disclosures among Risk Factors on pages 20 and 21 stating “Any substantial decline in the price of oil
and natural gas will likely have a material adverse effect on our planned operations and financial condition” and “A
substantial or extended decline in oil and gas prices would materially and adversely affect our future business enough to potentially
force us to cease our business operations.”

The disclosures in your third quarter report indicate
that the decline in commodity prices has led to substantial curtailment of capital expenditures, impairment of your oil and gas
properties of $37.5 million (58% of the property account at the beginning of the year), and the sale of producing assets to fund
cash obligations.

However, we do not see any disclosure in the MD&A
of your periodic filings explaining how known trends, demands, commitments, events and uncertainties are reasonably likely to affect
your liquidity, capital resources and results of operations, or are reasonably likely to cause your reported financial information
not to be necessarily indicative of your future operations or future financial condition.

Please comply with Item 303(a) and (b) of Regulation
S-K. You may find the guidance in Instructions 2, 3, 4 and 5 helpful in formulating your disclosures and quantifying the reasonably
likely effects of known trends, demands, commitments, events and uncertainties on your reserves, development plans and accounting.

You may also refer to the guidance in FRC §§
501.12.a, 501.12.b.3, and 501.14 (Sections III.A, III.B.3, and V of SEC Release Nos. 33-8350; 34-48960; FR-72), as it relates to
disclosures in an introductory section or overview, the effects of material trends and uncertainties, and critical accounting estimates.

EnerJex response:

We respectfully submit that
at the time of preparation and filing of our Annual Report, we considered the referenced regulations and guidance and determined
that we did not have a reasonable basis to quantify known trends, demands, commitments, events and uncertainties that are reasonably
likely to affect our liquidity, capital resources and results of operations, or that are reasonably likely to cause our reported
financial information not to be necessarily indicative of our future operations or future financial condition.

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

At the time the referenced
risk factors were prepared and disclosed in our 2014 Annual Report, pricing determined pursuant to SEC guidelines ranged from $53.27
to $50.09. We believe the risk factors are true in the long term but due to the unpredictability of commodity prices could just
as likely ameliorate over the short term. We note that the cited MD&A regulations and guidance as to reasonably likely impacts
of known trends and uncertainties do not mandate quantifying estimates if not reasonably available. We further submit that a reasonable
basis would be required for determining and disclosing such forward–looking quantitative information. We interpreted the
disclosure requirements as requiring a basis that results in information that would be reasonably meaningful to investors, which
would not include arbitrary single point estimates or ranges of outcomes that would be so broad as to be more confusing than informative.

Therefore we believed it
prudent to wait for a trend to develop given our confidence in our strong balance sheet to outlast the market declines in crude
oil prices.

On March 31, 2015 the Company
reported almost $1 million in cash, $4.7 million of unrealized hedge gains and working capital of $3.3 million and a working capital
ratio of 1.8:1.

By May 15, 2015 the Company
liquidity and capital resources improved as $2.9 million of cash, $4.6 million of unrealized hedge gains and working capital of
$6.3 million and a working capital ratio of 2.8:1 was reported. Additionally, first of month prices improved ranging from $59.15
to $60.20.

By mid-year our liquidity
and capital resources decreased slightly as on August 14, 2015 we reported $1.9 million of cash, $2.6 million of unrealized hedge
gains and working capital of $4.1 million and a working capital ratio of 2.1:1 in our quarterly report on Form 10-Q for the second
quarter of 2015, and first of month pricing ranged between $47.12 and 45.41. Although liquidity had trended down it still reflected
a stable financial condition for the Company.

At the end of our third
quarter in 2015 we saw an improvement in our liquidity and capital resources reporting $3.0 million of cash, $3.1 million of unrealized
hedge gains and working capital of $5.6 million and a working capital ratio of 3.1:1 in our quarterly report on Form 10-Q for the
 third quarter of 2015.

On page 13 of each of our
first, second and third quarter interim reports we discuss potential negative impacts to future results of operations, and on page
17 of our third quarter interim report we expanded on this theme.

Throughout all of 2015 we
maintained or improved our working capital and improved our liquidity from yearend 2014 to year end 2015.

We respectfully submit that
our quarterly reporting regarding liquidity and capital resources adequately disclosed an improving situation while acknowledging
risk did not unduly emphasize the negative potentially misleading readers of the financial statements. Further, in light of the
passage of a significant amount of time since the preparation and filing of our 2014 Annual Report, we believe that the actual
outcomes in the first, second and third quarters of 2015 supported our concern that providing such quantifying estimates in the
Annual Report based

CORRESP
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December 29, 2015

Securities and Exchange Commission

Judiciary Plaza

450 Fifth Street, NW

Washington, DC 20549

Attention: H. Roger Schwall

 Re: EnerJex Resources, Inc.

Form 10-K for the Fiscal Year Ended December
31, 2014

Filed March 31, 2015

Definitive Proxy Statement on Schedule 14A

Filed April 3, 2015

File No. 1-36492

Dear Mr. Schwall:

In response to your letter
dated December 21, 2015, we respectively request an extension of 10 business days to accommodate the holiday schedules of our staff
and our outside accountants and engineers.

If you have any questions or would like
to discuss our responses above, you may contact our outside counsel, Fernando Velez, Jr. of Reicker, Pfau, Pyle & McRoy, LLP,
at 805-966-2440, or me at 210-451-5545.

Very truly yours,

/s/ Douglas M. Wright

Douglas M. Wright

Chief Financial Officer

 cc: Fernando Velez – via email

Mail Stop 4628
December 21 , 2015

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

Re: Enerjex Resources, Inc.
Form 10 -K for the Fiscal Year Ended December 31 , 2014
 Filed March 31, 2015
 Definitive Proxy Statement on Schedule 14A
 Filed April 3, 2015
 File No . 1-36492

Dear  Mr. Watson :

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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circum stances, please tell us why in your response.

After reviewing your response to these comments, we may have additional comments.

Form 10 -K for the Fiscal Year Ended December 31, 2014

Business and Properties, page 4

Reserves, page 11

1. Please expand t he tabular presentations on pages 11, 34 and F -19 to separately disclose
material reserves by product type of crude oil including condensate, natural gas liquids
and natural gas.  You may refer to Item 1202(a)(1) of Regulation S -K and FASB ASC
932-235-55-2 for illustrations of the presentation requirements of Item 1202(a)(4) of
Regulation S -K and FASB ASC 932 -235-50-4 and 50 -5.

2. Based on the disclosure provided on page F -19, there appears to be a material change in
proved undeveloped reserves compared to th e disclosure of such reserves as of December
31, 2013.  Under Item 1203(b) of Regulation S -K you are required to disclose material

Robert G. Watson, Jr.
Enerjex Resources , Inc.
December 21 , 2015
Page 2

 changes in proved undeveloped reserves that occurred during the year, including proved
undeveloped reserves that were convert ed to developed reserves.  Please expand your
disclosure to provide both a tabulation and narrative explanation for the net changes in
reserve quantities relating to revisions, extensions/discoveries, acquisition/divestiture,
improved recovery and the amou nts converted during the year from proved undeveloped
to proved developed, including sufficient details to reconcile and understand the overall
change in net reserves.

3. Please expand your disclosure to include the information required under Item 1203(c) of
Regulation S -K, regarding “…investments and progress made during the year to convert
proved undeveloped reserves to proved developed reserves, including, but not limited to,
capital expenditures.”  This should include a discussion of the progress you have  made
during the year to convert your proved undeveloped reserves to developed and quantify
the capital expenditures incurred in converting your proved undeveloped reserves to
developed for this period of time.

4. We note you disclose that proved undeveloped  reserves at December 31, 2014 represent
approximately 31% of total proved reserves.  Please expand your disclosure to explain
your development plans sufficiently to understand how you have complied with the
timeframe stipulated for development within Rule  4-10(a)(31)(ii) of Regulation S -X, and
how you have formulated a reasonable expectation that any financing necessary to
proceed with development will be available, as required by Rule 4 -10(a)(26) of
Regulation S -X, prior to reporting these reserves.  You should also disclose the
information required by Item 1203(d) of Regulation S -K, regarding the extent to which
any of your proved undeveloped reserves will not be developed within five years of your
initial disclosure of these reserves.

If you expect that any of your proved undeveloped reserves will take more than five years
to develop since initial disclosure, please refer to the answer to question 131.03 in our
Compliance and Disclosure Interpretations (C&DIs), and describe for us the s pecific
circumstances that you believe justify an extended period of time.  You may find the
C&DIs on our we bsite at http://www.sec.gov/divisions/corpfin/guidance/oilandgas -
interp.htm.

5. We note the disclosures on pages 22, 34 and F-19 indicate the estimates of reserves and
future net cash flows attributable to those reserves at December 31, 2014 were prepared
by MHA Petroleum Consultants LLC, an independent petroleum consultant.  Please
obtain and file a report from that firm, incl uding all of the information specified in Item
1202(a)(8) of Regulation S -K.

Robert G. Watson, Jr.
Enerjex Resources , Inc.
December 21 , 2015
Page 3

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
33

6. We note your disclosures among Risk Factors on pages 20 and 21 stating “Any
substantial decline in the price of oil and natural gas will likely have a material adverse
effect on our planned operations and financial condition” and “A substantial or extended
decline in oil and gas prices would materially and adversely affect our futur e business
enough to potentially force us to cease our business operations.”

The disclosures in your third quarter report indicate that the decline in commodity prices
has led to substantial curtailment of capital expenditures, impairment of your oil an d gas
properties of $37.5 million (58% of the property account at the beginning of the year),
and the sale of producing assets to fund cash obligations.

However, we do not see any disclosure in the MD&A of your periodic filings explaining
how known trends , demands, commitments, events and uncertainties are reasonably
likely to affect your liquidity, capital resources and results of operations, or are
reasonably likely to cause your reported financial information not to be necessarily
indicative of your fut ure operations or future financial condition.

Please comply with Item 303(a) and (b) of Regulation S -K.  You may find the guidance
in Instructions 2, 3, 4 and 5 helpful in formulating your disclosures and quantifying the
reasonably likely effects of kno wn trends, demands, commitments, events and
uncertainties on your reserves, development plans and accounting.

You may also refer to the guidance in FRC §§ 501.12.a, 501.12.b.3, and 501.14 (Sections
III.A, III.B.3, and V of SEC Release Nos. 33 -8350; 34 -48960; FR -72), as it relates to
disclosures in an introductory section or overview, the effects of material trends and
uncertainties, and critical accounting estimates.

Definitive Proxy Statement on S chedule 14A

Executive Compensation, page 13

7. Please ensure your executive compensation table discloses compensation earned for each
named executive officer rather than an annual compensation rate.  See Item 402(n)(2)(iii)
of Regulation S -K.  In that regard, we note footnotes (1 ) and (2) to your executive
compensation table reflect that compensation figures for Mr. Kunovic in 2013 and Mr.
Roach in 2014 represent an annual compensation rate rather than the compensation
earned .

We urge all persons who are responsible for the a ccuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are

Robert G. Watson, Jr.
Enerjex Resources , Inc.
December 21 , 2015
Page 4

 in possession of all fa cts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is respons ible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert st aff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

For questions regarding comments on engineering matters, you may contact John
Hodgin, Petroleum Engineer, at (202) 551 -3699.  You may contact Mark Wojciechowski, Staff
Accountant, at (202) 551 -3759 or Karl Hiller, Branch Chief, at (202) 551 -3686  if you hav e
questions regarding comments on the financial statements and related matters.   Please contact
Jason Langford , Staff Attorney, at (202) 551 -3193  or, in his absence, Karina Dorin , Staff
Attorney , at (202) 551 -3763  with any other questions.

Sincerely,

 /s/ Loan Lauren P. Nguyen for

 H. Roger Schwall
Assistant Director
Office of Natural Resources

CORRESP
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filename1.htm

September 10, 2015

VIA EDGAR

Securities and Exchange Commission

Judiciary Plaza

450 Fifth Street, NW

Washington, DC 20549

Attention: H. Roger Schwall

 Re: EnerJex Resources, Inc

Registration Statement on Form S-1 (File No. 333-205069)

Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities
Act of 1933, as amended, EnerJex Resources, Inc. hereby requests that the effectiveness of the above-referenced Registration Statement
on Form S-1, as amended, be accelerated to 3:20 p.m. (EST) on September 14, 2015, or as soon thereafter as is practicable.

EnerJex and its management are in possession
of all facts relating to the company's disclosure. EnerJex and its management acknowledge that they are responsible for the accuracy
and adequacy of the disclosures they have made in such Registration Statement, as amended. EnerJex acknowledges to the Commission
that:

 (a) 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;

 (b) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the filing effective, does not relieve EnerJex from its full responsibility for the adequacy and accuracy of the disclosure in
the filing; and

 (c) EnerJex 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.

If you have any questions or would like
to discuss our responses above, you may contact our outside counsel, Michael Pfau, Esq. of Reicker, Pfau, Pyle & McRoy, LLP,
at 805-966-2440, or me at 210-451-5545.

    Very truly yours,

    /s/ Robert G. Watson

    Robert G. Watson

    Chief Executive Officer

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

CORRESP
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September
9, 2015

Securities and Exchange Commission

Judiciary Plaza

450 Fifth Street, NW

Washington, DC 20549

Attention: H. Roger Schwall

 Re: EnerJex Resources, Inc.

Amendment No. 1 to Registration Statement
on Form S-1

Filed August 24, 2015

File No. 333-205069

Dear Mr. Schwall

In response to your
letter dated September 8, 2015, set forth below are your comments concerning the EnerJex Resources, Inc.'s Amendment No. 1 to
Registration Statement on Form S-1 referred to above, and our responses. Your comments are in italics and are followed by our
response.

Amendment No. 1 to Registration Statement on Form S-1
Filed August 24, 2015

Exhibits

Exhibit 5.1

 1. Please obtain and file a new or revised opinion of counsel which relates to the Nevada corporation which filed the registration
statement. The first sentence of the opinion you filed refers to a Delaware corporation. Also, the new or revised opinion must
provide accurate information regarding the number of shares to which it relates. The opinion provides a different number for the
shares underlying the Series B from that which appears on the prospectus cover page, and the numbers
the opinion provides do not total to the 2,202,474 shares that the registrant apparently intends to include as part of the registered
offering.

EnerJex response:

The corrected opinion is attached the registration
statement. Please see Exhibit 5.1.

Exhibit 23.1

 2. We note your response to prior comment seven, and we re-issue such comment in its entirety. 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. Considering the date of its audit report, L.L. Bradford & Company’s consent should not cover the financial
statements for the year ended December 31, 2014. .

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

EnerJex response:

We have obtained and filed the corrected
consent from L.L. Bradford & Company, LLC. Please see Exhibit 23.1.

We hereby acknowledge that:

 · the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

 · staff comments or changes to disclosure in 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 securities laws of the United States.

If you have any questions or would like
to discuss our responses above, you may contact our outside counsel, Fernando Velez, Jr. of Reicker, Pfau, Pyle & McRoy, LLP,
at 805-966-2440, or me at 210-451-5545.

Very truly yours,

/s/ Robert J. Watson

Robert J. Watson

Chief Executive Officer

 cc: Fernando Velez – via email

Mail Stop 4628
September 8 , 2015

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

Re: EnerJex Resources, Inc.
Amendment No. 1 to Registration Statement on Form  S-1
Filed August 24, 2015
File No. 333-205069

Dear  Mr. Watson :

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  comments.   Unless  we note
otherwise,  our references  to prior  comments  are to comments  in our July 14, 2015 letter.

Amendment No. 1 to Registration Statement on Form S-1 Filed  August 24, 2015

Exhibits

Exhibit 5.1

1. Please obtain and file a new or revised opinion of counsel which relates to the Nevada
corporation which filed the registration statement.  The first sentence of the opinion you
filed refers to a Delaware corporation.  Also, the new or revised opinion must  provide
accurate information regarding the number of shares to which it relates.  The opinion
provides a different number for the shares underlying the Series B from  that which

Robert G. Watson, Jr.
EnerJex Resources, Inc.
September 8 , 2015
Page 2

 appears on  the prospectus cover page,  and the numbers the opinion provides do not total
to the 2,202,474 shares that the registrant apparently intends to include as part of the
registered offering.

Exhibit 23.1

2. We note your response to prior comment seven , and we re -issue such comment in i ts
entirety.  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.  Considering the date of its audit report, L.L. Bradford & Company’ s consent
should not cover the financial statements for the year ended December 31, 2014.

Closing Comments

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/H. Roger Schwall

H. Roger Schwall
Assistant Director

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

CORRESP
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filename1.htm

August 24, 2015

Securities and Exchange Commission

Judiciary Plaza

450 Fifth Street, NW

Washington, DC 20549

Attention: H. Roger Schwall

    Re:
    EnerJex Resources, Inc.

    Registration Statement on Form S-1

    Filed June 18, 2015

    File No. 333-205069

Dear Mr. Schwall

In response to your letter
dated July 14, 2015, set forth below are your comments concerning the EnerJex Resources, Inc.'s Registration Statement on Form
S-1 referred to above, and our responses. Your comments are in italics and are followed by our response.

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 offering 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 this registration
statement. Also revise the prospectus to specify the number of shares you intend to offer “directly” 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).

EnerJex response:

EnerJex has elected not to proceed with
the contemplated direct offering. The Registration Statement has been amended to remove all references to the previously contemplated
direct offering, and now only includes the shares to be sold by the selling stockholders. Please see, for example, the cover page,
page 3, and pages 31-33.

To address your comment regarding the negotiation
of the offering price, that reference was made in error, no offering price was negotiated, nor were any "direct" sales
started or completed prior to filing the registration statement.

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

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

EnerJex response:

Please see the required price and share
information set forth in the fee calculation table.

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

EnerJex response:

As noted in the response to Question #1,
above, the direct offering has been abandoned.

 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.”

EnerJex response:

We have clarified on this page and on page 31 that
the common stock is listed on the NYSE MKT, not the NYSE.

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.

EnerJex response:

As noted in the response to Question #1, above, the
direct offering has been abandoned. The references to  underwriters and agents have been removed.

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.

EnerJex response:

We have revised the Registration Statement
to provide the required legality opinion. Please see Exhibit 5.1.

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

 7. We refer you to the consent 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.

We have obtained and filed 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. Please see Exhibit 23.1.

We hereby acknowledge that:

 · the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

 · staff comments or changes to disclosure in 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 securities laws of the United States.

If you have any questions or would like
to discuss our responses above, you may contact our outside counsel, Fernando Velez, Jr. of Reicker, Pfau, Pyle & McRoy, LLP,
at 805-966-2440, or me at 210-451-5545.

    Very truly yours,

    /s/  Robert J. Watson

    Robert J. Watson

    Chief Executive Officer

    cc:
    Fernando Velez – via email

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

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.

CORRESP
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November 4, 2014

VIA EDGAR

Securities and Exchange Commission

Judiciary Plaza

450 Fifth Street, NW

Washington, DC 20549

Attention: H. Roger Schwall

 Re: EnerJex Resources, Inc.

Registration Statement on Form S-1 (File
No. 333-198949)

Ladies and Gentlemen:

Pursuant to Rule 461 of the Securities
Act of 1933, as amended, EnerJex Resources, Inc. hereby requests that the effectiveness of the above-referenced Registration Statement
on Form S-1, as amended, be accelerated to 4:00 p.m. (EST) on November 6, 2014, or as soon thereafter as is practicable.

EnerJex and its management are in possession
of all facts relating to the company's disclosure. EnerJex and its management acknowledge that they are responsible for the accuracy
and adequacy of the disclosures they have made in such Registration Statement, as amended. EnerJex acknowledges to the Commission
that:

 (a) 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;

 (b) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring
the filing effective, does not relieve EnerJex from its full responsibility for the adequacy and accuracy of the disclosure in
the filing; and

 (c) EnerJex 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.

If you have any questions or would like
to discuss our responses above, you may contact our outside counsel, Michael Pfau of Reicker, Pfau, Pyle & McRoy, LLP, at 805-966-2440,
or me at 210-451-5545.

Very truly yours,

/s/ Robert G. Watson

Robert G. Watson

Chief Executive Officer

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

CORRESP
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October 20, 2014

Securities and Exchange Commission

Judiciary Plaza

450 Fifth Street, NW

Washington, DC 20549

Attention: H. Roger Schwall

    Re:
    EnerJex Resources, Inc.

    Registration Statement on Form S-1

    Filed September 25, 2014

    File No. 333-198949

Dear Mr. Schwall

In response to your letter
dated October 9, 2014, set forth below are your comments concerning the EnerJex Resources, Inc.'s Registration Statement on Form
S-1 referred to above, and our responses. Your comments are in italics and are followed by our response.

Registration Statement on Form S-1

General

1.
Please revise your filing to provide the information about the interests of named experts and counsel required by Item 509
of Regulation S-K with regard to Michael E. Pfau and the Pfau Revocable Trust of 2003.

EnerJex response:

We have revised the Registration Statement
to provide the requested information about Michael E. Pfau and the Pfau Revocable Trust of 2003. Please see pages 33, 36, and 39.

Index to Exhibits, page II-5

2.
Please provide as Exhibit 5.1 the legality opinion required by Item 601(b)(5) of

Regulation S-K.

EnerJex response:

We have revised the Registration Statement
to provide the required legality opinion. Please see Exhibit 5.1.

We hereby acknowledge that:

 · the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

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

 · staff comments or changes to disclosure in 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 securities laws of the United States.

If you have any questions or would like
to discuss our responses above, you may contact our outside counsel, Fernando Velez, Jr. of Reicker, Pfau, Pyle & McRoy, LLP,
at 805-966-2440, or me at 210-451-5545.

Very truly yours,

/s/ Douglas M. Wright

Douglas M. Wright

Chief Financial Officer

 cc: Fernando Velez – via email

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

October 9, 2014

Via E -mail
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  September 25, 2014
  File No.  333-198949

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 .  Where 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

General

1. Please revise your filing to provide the information about the interests of named experts
and counsel required by Item 509 of Regulation S -K with regard to Michael E. Pfau and
the Pfau Revocable Trust of 2003.

Index to Exhibits, page II -5

2. Please provide as Exhibit 5.1 the legality opinion required by Item 601(b)(5) of
Regulation S -K.

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 193 3 and

Robert G. Watson, Jr.
EnerJex Resources, Inc.
October 9, 2014
Page 2

 all applicable Securities  Act rules require.   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 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:

 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 t o 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 effect iveness 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 acceler ation 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 Norman von  Holtzendorff, Senior Counsel, at (202) 551 -3237  or me at
(202) 551 -3740  with any other questions.

Sincerely,

 /s/H. Roger Schwall

H. Roger Schwall
Assistant Director

September 13 , 201 3

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

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. Wright :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with resp ect to the company or 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 securities laws of the United  States.  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 Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Karl Hiller

Karl Hiller
Branch Chief

CORRESP
1
filename1.htm

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

August 23 , 201 3

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

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. Wright :

We have reviewed your filing an d 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 comme nts 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  additio nal comments.

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

Business and Properties, page 5

Significant Developments in 2012, page 5

1. We note you r disclos ure 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 dut y and fraud by attorneys involved in
your stock offering in 2008 .  Please expand your disclosure to c larify how you
determi ned the economic loss  and to specify the manner by and extent to which your
financial statements reflect the loss and recovery .

Douglas M. Wright
EnerJex  Resources, Inc.
August 23 , 201 3
Page  2

 Controls and Procedures, page 39

Evaluation of Disclosure Controls and Procedures, page 39

2. Given that you elected to descri be 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 expa nd 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 for ms.  Alternatively, you may revise your disclosure to state whether your
disclosure controls and procedures were effective, without the qualifying details.

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.

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

Basis of Presentation, page F -7

4. We note you disclosed under this hea ding and on page s 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 disc losure 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 dis proportionate to your 75%
owned and 25% non -owned interest s.

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.

Douglas M. Wright
EnerJex  Resources, Inc.
August 23 , 201 3
Page  3

 Oil Properties, page F -8

5. Please expand your policy disclosure of the ceiling test on page F -9 to explain how the
costs of unproved properties are taken into account; provide details sufficient to
understand how your approa ch is consistent with Regulation S -X Rule 4 -10(c)(4)(i) ,
distinguishing between points (B) and (C).

6. With regard to your disclosure in the last sentence of the first paragraph on page F -9
about the SEC regulations, please note that SAB Topic 12:D.3.c only permits the
inclusion of additional reserves proved subsequent to year -end on properties owned at
year end when the incremental reserves are not attributable to increased prices , and
similarly no longer permits using increased oil and gas prices prevailing  subsequent to
year end in the revised ceiling computation.

Please revise your accounting and policy disclosure accordingly.  Please also note that
you must disclose any instances where you have not recognized a ceiling test write -down
under these circum stances.

7. We note your disclosure indicating proceeds on sales of oil and gas properties are
accounted for as adjustments to capitalized costs without recognizing gain or loss unless
these adjustments would "... involve a significant change in the relatio nship between costs
and the value of proved reserves or the underlying value of unproved properties, in which
case a gain or loss is recognized. "

This policy is not consistent with Rule 4 -10(c)(6)(i) of Regulation S -X, which precludes
gain or loss recognition "... unless such adjustments would significantly alter the
relationship between capitalized costs and proved reserves of oil and gas attributable to a
cost center "  Please revise your accounting and disclosure as necessary to conform with
this r equirement.  Tell us the extent to which your historical financial statements have
been impacted by this variation in policy, including details of each application with an
explanation of your assessment.

8. Your disclosure stating that your ceiling test is b ased on oil and gas prices as of the end
of each quarter is not consistent with current requirements of Rule 4 -10(c) of Regulation
S-X.  You may refer to Section III of SEC Release Nos. 33 -8995; 34 -59192; and FR-78,
Modernization of Oil and Gas Reporting , for guidance clarifying that the term “current
prices” as used in Rule 4 -10(c) is consistent with the 12 -month average price as
calculated in Rule 4 -10(a)(22)(v).   Please revise your accounting and disclosure as
necessary to comply with this guidance.

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 Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are

Douglas M. Wright
EnerJex  Resources, Inc.
August 23 , 201 3
Page  4

 in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures 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 in 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 securities laws of the United States.

You may contact Lily Dang at (20 2) 551 -3867  if you have questions regarding comments
on the financial statements and related matters.  Please contact me at (202) 551 -3686  with any
other questions.

Sincerely,

        /s/ Karl Hiller

Karl Hiller
Branch Chief

CORRESP
1
filename1.htm

        Alan A. Blakeboro

        Gary j. hill

        Diana Jessup Lee

        Bruce W. McRoy

        Michael E. Pfau

        Daniel A. Reicker

        Andrew D. Simons

        Timothy J. Trager

        Fernando Velez, Jr.

        __________

        Robert B. Forouzandeh

        Stephen
E. White

        1421
        State Street, Suite B

        Santa
        Barbara, CA 93101

        Telephone
        (805) 966-2440

        Fax
        (805) 966-3320

        May 22, 2013

        Mailing
        Address:

        Post
        Office Box 1470

        Santa
        Barbara, CA

        93102-1470

        _______

        www.reickerpfau.com

        _______

        Kurt
        H. Pyle, Retired

VIA EDGAR

Securities and Exchange Commission

Judiciary Plaza

450 Fifth Street, NW

Washington, DC 20549

Attention: Roger Schwall

 Re: Response to Comment on the Preliminary Proxy Statement of EnerJex Resources, Inc. (Filed
May 9, 2013, File No. 0-30234)

Dear Mr. Schwall

This letter
supersedes the correspondence filed yesterday, File No. 0-30900. On behalf of EnerJex Resources, Inc., set forth below
are your comments concerning the company's preliminary proxy statement which was filed with the Securities and Exchange
Commission (the "Commission") on May 9, 2013, and the company's responses thereto. Concurrently herewith,
the company is electronically transmitting a conformed copy of Amendment No. 1 to its Preliminary Proxy Statement
(the "Proxy Statement"), and we are providing to you under separate cover a copy of the marked to show
changes from the Preliminary Proxy Statement

Your comments are in
italics and are followed by the company's response. In addition to responding to the Staff's comment letter, the Proxy Statement
incorporates certain minor changes and updates that EnerJex deems necessary or appropriate.

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 obligation sunder Article X to survive any amendment or
modification thereof.

Securities & Exchange Commission

May 22, 2013

Page 2

Rule 14a-4(a)(3)
under the Securities Exchange Act of 1934 provides that the form of proxy shall indentify clearly and impartially each separate
matter intended to be acted upon, whether or note related to or conditioned on the approval of other matters.

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 Exchange Act Release
No. 34-30849 (June 23, 1992). Please provide us with your analysis as to whether the matters in Proposal 5 are separate matters
that are required to be unbundled.

RESPONSE: In response to your comment,
the proxy statement was revised to include a separate proposal to each of the 3 items previously included in Proposal No. 5. Proposal
No. 5 has been separated into three separate proposals as follows:

 1. Proposal No. 5. To consider and vote upon an amendment to our Amended and Restated Articles of
Incorporation ("Restated Articles"), for the purpose of increasing the authorized shares of common stock from 100 million
to 250 million.

 2. Proposal No. 6. To consider and vote upon an amendment to our Restated Articles
for the purpose of increasing the authorized shares of preferred stock to 25 million, which shares of preferred stock may be issued
in such series and with such rights, preferences, and privileges as the Board of Directors may from time to time determine.

 3. Proposal No. 7. To consider and vote upon an amendment to our Restated Articles
for the purpose of adding a provision that causes our obligations under Article X to survive any amendment or modification thereof,
with respect to claims that may arise or accrue prior to the date of that amendment or modification.

On behalf of Enerjex Resources, Inc., the company acknowledges
that:

 · the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 · staff comments or changes to disclosure in 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 securities laws of the United States.

If you have any additional comments or
questions, please do not hesitate to call me at (805) 966-2440.

    Very truly yours,

    REICKER, PFAU, PYLE, & McROY LLP

    By

          Fernando Velez, Jr.

FV:slm

Enclosures

cc: Caroline Kim

May 22, 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 completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or 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 securities laws of the United States.  We u rge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

        /s/H. Roger Schwall

        H. Ro ger Schwall
        Assistant Director

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

CORRESP
1
filename1.htm

        Alan A. Blakeboro

        Gary j. hill

        Diana Jessup Lee

        Bruce W. McRoy

        Michael E. Pfau

        Daniel A. Reicker

        Andrew D. Simons

        Timothy J. Trager

        Fernando Velez, Jr.

        __________

        Robert B. Forouzandeh

        Stephen
E. White

        1421
        State Street, Suite B

        Santa
        Barbara, CA 93101

        Telephone
        (805) 966-2440

        Fax
        (805) 966-3320

        May 21, 2013

        Mailing
        Address:

        Post
        Office Box 1470

        Santa
        Barbara, CA

        93102-1470

        _______

        www.reickerpfau.com

        _______

        Kurt
        H. Pyle, Retired

VIA EDGAR

Securities and Exchange Commission

Judiciary Plaza

450 Fifth Street, NW

Washington, DC 20549

Attention: Roger Schwall

 Re: Response to Comment on the Preliminary Proxy Statement of EnerJex Resources, Inc. (Filed
May 9, 2013, File No. 0-30234)

Dear Mr. Schwall

On behalf of EnerJex
Resources, Inc., set forth below are your comments concerning the company's preliminary proxy statement which was filed with the
Securities and Exchange Commission (the "Commission") on May 9, 2013, and the company's responses thereto. Concurrently
herewith, the company is electronically transmitting a conformed copy of Amendment No. 1 to its Preliminary Proxy Statement (the
"Proxy Statement"), and we are providing to you under separate cover a copy of the marked to show changes from
the Preliminary Proxy Statement

Your comments are in
italics and are followed by the company's response. In addition to responding to the Staff's comment letter, the Proxy Statement
incorporates certain minor changes and updates that EnerJex deems necessary or appropriate.

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 obligation sunder Article X to survive any amendment or
modification thereof.

Securities & Exchange Commission

May 21, 2013

Page 2

Rule 14a-4(a)(3)
under the Securities Exchange Act of 1934 provides that the form of proxy shall indentify clearly and impartially each separate
matter intended to be acted upon, whether or note related to or conditioned on the approval of other matters.

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 Exchange Act Release
No. 34-30849 (June 23, 1992). Please provide us with your analysis as to whether the matters in Proposal 5 are separate matters
that are required to be unbundled.

RESPONSE: In response to your comment,
the proxy statement was revised to include a separate proposal to each of the 3 items previously included in Proposal No. 5. Proposal
No. 5 has been separated into three separate proposals as follows:

 1. Proposal No. 5. To consider and vote upon an amendment to our Amended and Restated Articles of
Incorporation ("Restated Articles"), for the purpose of increasing the authorized shares of common stock from 100 million
to 250 million.

 2. Proposal No. 6. To consider and vote upon an amendment to our Restated Articles
for the purpose of increasing the authorized shares of preferred stock to 25 million, which shares of preferred stock may be issued
in such series and with such rights, preferences, and privileges as the Board of Directors may from time to time determine.

 3. Proposal No. 7. To consider and vote upon an amendment to our Restated Articles
for the purpose of adding a provision that causes our obligations under Article X to survive any amendment or modification thereof,
with respect to claims that may arise or accrue prior to the date of that amendment or modification.

If you have any additional comments or
questions, please do not hesitate to call me at (805) 966-2440.

    Very truly yours,

    REICKER, PFAU, PYLE, & McROY LLP

    By

          Fernando Velez, Jr.

FV:slm

Enclosures

cc: Caroline Kim

CORRESP
1
filename1.htm

    Unassociated Document

      DeMint
Law, PLLC

              3753
      Howard Hughes Parkway

              Telephone:

              (702)
      586-6436

              Suite
      200, #314

              Facsimile:

              (702)
      442-7995

              Las
      Vegas, Nevada  89169

              email:

              anthony@demintlaw.com

    March 19,
2010

    Tracey
McNeil

    United
States

    Securities
and Exchange Commission

    Division
of Corporation Finance

    Washington,
D.C. 20549

            RE:

              EnerJex
      Resources, Inc.

              Registration
      Statement on Form S-1

              Filed
      on December 9, 2009

              Registration
      No. 333-163611

    Dear Ms.
McNeil:

    Pursuant
to your telephone message dated March 18, 2009, I am, on behalf of EnerJex
Resources, Inc. (the “Registrant”), hereby requesting acceleration of
effectiveness of the above referenced Registration Statement on Form S-1 in
accordance with Rule 461 under the Securities Act of 1933.  We are
requesting effectiveness as of 9:00 A.M. EST on Wednesday, March 24,
2010.

    In
conjunction with this request for acceleration of the effective date of the
above referenced registration statement, the registrant acknowledges
that:

              •

              the
      Commission or the staff, acting pursuant to delegated authority, in
      declaring the filing effective, 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
      Registrant from its full responsibility for the adequacy and accuracy of
      the disclosure in the filing; and

              •

              the
      Registrant may not assert the Commission’s action of declaring the filing
      effective as a defense in any proceeding initiated by the Commission or
      any person under the federal securities laws of the United
      States.

    If you
have any questions or need any additional information to grant effectiveness,
please advise.

    Please
notify me upon effectiveness of the Registration via fax at (702)
442-7995.

    Thank you
for your assistance.

    Sincerely,

    /s/
Anthony N. DeMint

    DeMint
Law, PLLC

    On behalf
of

    EnerJex
Resources, Inc.

              cc:

              Steve
      Cochennet, CEO

              Deirdre P. Jones, CFO

              EnerJex Resources,
Inc.

CORRESP
1
filename1.htm

    Unassociated Document

    March 4,
2010

    VIA
EDGAR

    Mr. H.
Roger Schwall

    Assistant
Director

    Division
of Corporation Finance

    United
States Securities and Exchange Commission

    100 F
Street, N.E.

    Mail Stop
7010

    Washington,
DC 20549

              Re:

              EnerJex
      Resources, Inc.

              Registration
      Statement on Form S-1

            File
      No. 333-163611 (the “Registration
Statement”)

    Dear Mr.
Schwall:

    We have
set forth below the responses of EnerJex Resources, Inc. (“EnerJex” or the
“Company”) to the comments contained in the comment letter from the staff of the
Securities and Exchange Commission (the “Staff”), dated January 5,
2010.  The Company is concurrently filing via EDGAR Amendment No. 1 to
Registration Statement on Form S-1 (the “Registration
Statement”).  The Registration Statement reflects the Company’s
response to the Staff’s comment as well as certain updating information and
conforming changes resulting therefrom.  For ease of reference, we
reproduce below the relevant comment, and include under each comment the
Company’s response.

    Exhibit
5.1

              1.

              Comment:   We
      note the statement in the fifth paragraph of the legal opinion regarding
      the future action of the Board with respect to the authorization of a
      designated number of shares of common stock for issuance at a minimum
      price or value of consideration to be set by the Board. Please advise us
      whether the Board has authorized the issuance of such shares in connection
      with the related equity line transaction and Standby Equity Distribution
      Agreement. If the Board has authorized such issuance, please obtain and
      file a revised legal opinion that does not suggest that the Board has not
      provided such authorization.

              Response:  The
      Company’s Board has approved the issuance of 90,000 shares to Paladin
      under the SEDA and the potential issuance of up to an additional 1,300,000
      pursuant to advances under the SEDA. The revised paragraph to the legal
      opinion, now the sixth paragraph, reads as
  follows:

      Mr. H.
Roger Schwall

      Assistant
Director

      Division
of Corporation Finance

      United
States Securities and Exchange Commission

      March 4,
2010

      Page
2

    “Based on my examination described
above, subject to the assumptions and limitations stated herein, and relying on
the statements of fact contained in the documents that I have examined, I am of
the opinion that the outstanding 90,000 shares of common stock issued to Paladin
have been duly authorized and are validly issued, fully paid and non-assessable,
and that, with respect to the 1,300,000 additional shares to be issued under the
SEDA, when (i) the Registration Statement, as finally amended, has become
effective under the Securities Act, and (iii) the SEDA Shares are issued and
paid for in accordance with the terms and conditions of the SEDA, the SEDA
Shares will be validly issued, fully paid and nonassessable.  It is
understood that this opinion is to be used only in connection with the offer and
sale of the shares of Common Stock while the Registration Statement is in
effect.”

    If you
have any questions or comments concerning the matters discussed above, please
contact me at 702-586-6436.

            Respectfully
      submitted,

            /s/ Anthony N.
      DeMint

            Anthony N.
      DeMint

            For the
    firm

            DeMint Law,
      PLLC

              cc:

              Ms.
      Tracey L. McNeil, Securities and Exchange Commission

              Mr. C. Stephen Cochennet, EnerJex Resources,
      Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20549-4628

DIVISION OF
CORPORATION FINANCE
January 5, 2010
 Via U.S. Mail

 C. Stephen Cochennet President and Chief Executive Officer EnerJex Resources, Inc. 27 Corporate Woods, Suite 350 10975 Grandview Drive Overland Park, Kansas  66210
Re: EnerJex Resources, Inc.
Registration Statement on Form S-1 Filed December 9, 2009
  File Number 333-163611
Dear Mr. Cochennet:
 We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your filing in response to
these comments.  If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our  comments or any other aspect of our
review.  Feel free to contact us at the tele phone numbers listed at th e end of th is letter.

 Exhibit 5.1

1. We note the statement in the fifth para graph of the legal opinion regarding the
future action of the Board with respec t to the authorization of a designated
number of shares of common stock for i ssuance at a minimum price or value of
consideration to be set by the Board.  Please advise us whether the Board has
authorized the issuance of such shares in connection with the related equity line
transaction and Standby Equity Distribu tion Agreement.  If the Board has

C. Stephen Cochennet
EnerJex Resources, Inc. January 5, 2010 Page 2
authorized such issuance, please obtain and file a revised le gal opinion that does
not suggest that the Board has not provided such authorization.

Closing Comments

 As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us w ith marked copies of the amendment to
expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our 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 in formation required under
the Securities Act of 1933 and that they have  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 disclosures they have made.
Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the
time of such request , acknowledging that:
 ‚ should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e 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 a nd 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.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the

C. Stephen Cochennet
EnerJex Resources, Inc. January 5, 2010 Page 3  securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

Please contact Tracey L. McNeil at (2 02) 551-3392 or, in her absence, Laura
Nicholson at (202) 551-3584 with any questions.
Sincerely,

H. Roger Schwall Assistant Director
 cc: Via Facsimile

Anthony N. DeMint, Esq.
(702) 442-7995

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
        April 24, 2008

Via U.S. Mail

Mr. C. Stephen Cochennet President and Chief Executive Officer EnerJex Resources, Inc. 7300 W. 110
th, 7th Floor
Overland Park, Kansas 66210

Re: EnerJex Resources, Inc.  Schedule 14A
Filed April 11, 2008
 File No. 0-30234

Dear Mr. Cochennet:
 We have limited our review of your filing to  those issues we have addressed in our
comments.  Where indicated, we think you should revise your document in response to these
comments.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed as necess ary in your explanation.
In some of our comments, we may ask you to pr ovide us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or any other aspect of our review.  Feel fr ee to call us at the
telephone numbers listed at th e end of this  letter.

Mr. C. Stephen Cochennet
EnerJex Resources, Inc.
April 24, 2008
page 2 of 3

Schedule 14A filed April 11, 2008

1. Please disclose, in a table or other similar format, the number of shares of your common
stock that will be (i) issued and outstanding; (ii) authorized but out standing or reserved
for issuance; and (iii) authorized but unissued after the comple tion of the reverse split.

2. We note that the reverse stock split will result in an increased number of authorized but
unissued shares of your common stock.  Do you have any current plans, proposals or
arrangements, written or otherw ise to engage in any busine ss or investment opportunity?
If so, please disclose and if not, please stat e that you have no such plans, proposals or
arrangements written or otherwise at this time.

Closing Comments

 As appropriate, please amend your filing and respond to these comments within 10
business days or tell us when you will provide us with a response.  You may wish to provide us
with marked copies of the amendment to expedite  our review.  Please furn ish a cover letter with
your amendment that keys your responses to  our comments and pr ovides any requested
information.  Detailed cover lette rs greatly facilitate our review .  Please understand that we may
have additional comments afte r reviewing your amendment and responses to our comments.
   We urge all persons who are responsible fo r the accuracy and adequ acy of the disclosure
in the filing to be certain that the filing includes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.     In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

‚ staff comments or changes to disclosure in re sponse 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 securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.

Mr. C. Stephen Cochennet
EnerJex Resources, Inc.
April 24, 2008
page 3 of 3
 Please contact Carmen Moncada-Terry at  (202) 551-3687 or in her absence, the
undersigned (202) 551-3740 with any questions.

Sincerely,

H. Roger Schwall Assistant Director
  cc: C. Moncada-Terry
 Via Facsímile

Jeffrey T. Haughey, Esq. 816-983-8080

CORRESP
1
filename1.htm

ENERJEX
RESOURCES,
INC.

7300 WEST 110th, 7th FLOOR OVERLAND PARK, KS 66210

August 14, 2007

H. Roger Schwall

Division of Corporate Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-0405

            RE:

            EnerJex Resources, Inc.

            Registration Statement on Form SB-2 (Originally filed on 6/26/07)

            As amended on August 9, 2007

            File No. 333-144036

Dear Mr. Schwall:

EnerJex Resources, Inc., hereby requests acceleration of effectiveness of the above referenced SB-2 Registration Statement, as amended, in accordance with Rule 461 under the Securities Act of 1933.  We are requesting effectiveness as of 12:00 A.M. EST on Tuesday, August 14, 2007.

In conjunction with this request for acceleration of the effective date of the above referenced registration statement, we acknowledge that:

            •

            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 us from our full responsibility for the adequacy and accuracy of the disclosure in the filing; and

            •

            we may not assert 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.

If you have any questions or need any information to grant effectiveness, please advise.

Please notify us upon effectiveness of the Registration at the fax (619) 595-4883.

Thank you for your assistance.

Sincerely,

/s/ Steve Cochennet

Steve Cochennet, President

CORRESP
1
filename1.htm

STOECKLEIN LAW GROUP, A PROFESSIONAL CORPORATION

PRACTICE LIMITED TO FEDERAL SECURITIES

            EMERALD
			 PLAZA

			402  WEST  BROADWAY

			4695  MACARTHUR
			 COURT

            SUITE 400

            ELEVENTH
			 FLOOR

            SAN
			 DIEGO,  CALIFORNIA  92101

            NEWPORT
			 BEACH,  CALIFORNIA  92660

            TELEPHONE:   (619) 595-4882

            TELEPHONE:       (949) 798-5541

            FACSIMILE:     (619) 595-4883

            FACSIMILE:         (949) 258-5112

            EMAIL:          djs@slgseclaw.com

            WEB:           www.slgseclaw.com

August 9, 2007

H. Roger Schwall

Division of Corporate Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-0405

            RE:

            EnerJex Resources, Inc.

            Registration Statement on Form SB-2 (Originally filed on 6/26/07)

            As amended on August 9, 2007

            File No. 333-144036

Dear Mr. Schwall:

We are, on behalf of EnerJex Resources, Inc. (the “Registrant”), hereby requesting acceleration of effectiveness of the above referenced SB-2 Registration Statement, as amended, in accordance with Rule 461 under the Securities Act of 1933.  We are requesting effectiveness as of 9:00 A.M. EST on Tuesday, August 14, 2007.

In conjunction with this request for acceleration of the effective date of the above referenced registration statement, the registrant acknowledges that:

            •

            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 Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

            •

            the Registrant may not assert 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.

If you have any questions or need any information to grant effectiveness, please advise.

Please notify the undersigned upon effectiveness of the Registration at our fax (619) 595-4883.

Thank you for your assistance.

Sincerely,

/s/ Stoecklein Law Group

Stoecklein Law Group

On behalf of

EnerJex Resources, Inc.

/rv

            cc:

            EnerJex Resources, Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
   Mail Stop 7010

         July 13, 2007

By US Mail and Facsimile

Mr. Steve Cochennet
President
Enerjex Resources, Inc.
7300 W. 110th, 7th Floor
Overland Park, KS  66210

Re: Enerjex Resources, Inc.
Registration Statement on Form SB-2
 Filed June 26, 2007
 File No. 333-144036

Dear Mr. Cochennet:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General
1. We note that you and your CFO have “mutually terminated” his employment.  Supplementally, please tell us the reasons for his termination.

Mr. Steve Cochennet
Enerjex Resources, Inc.
July 13, 2007 Page 2
Signature Page
2. The Form SB-2 must be signed by both your principal financial officer, and
controller or principal accounting officer .  In your next amendment, please have
the persons acting in those capacities  sign the registration statement.

Exhibit 5.1
3. Please obtain and file as an exhibit a revised legal opinion.  The one you have filed is addressed to your Board of Director s and is limited to their use.  We refer
you to the first sentence of the penultimate  paragraph of the opinion.  Purchasers
of the securities must also be able to rely on the opinion.

 Closing Comments

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings to be certain th at the filing includes all information required
under the Securities Act of 1933 and that they have provide d 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 disclosures they have made.

       Notwithstanding our comments, in the event the company re quests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

• 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 comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.

Mr. Steve Cochennet
Enerjex Resources, Inc.
July 13, 2007 Page 3
 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

 We will consider a written request for acceleration of the effective date of the registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.

 We direct your attention to Rules 460 and 461 regarding requesting acceleration
of a registration statement.  Please allow ade quate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

  Please contact Donna Levy at (202) 551-3292 or, in her absence me, at (202)
551-3745 with any question.

Sincerely,

H. Roger Schwall
Assistant Director

cc: Anthony DeMent (via facsimile: 619-595-4883)
D. Levy