UNITED STATES
                                 SECURITIES AND EXCHANGE COMMISSION
                                             WASHINGTON, D.C. 20549


   DIVISION OF
CORPORATION FINANCE


                                                               April 5, 2019

  Alexander Nickolatos
  Interim Chief Executive Officer
  Eco-Stim Energy Solutions, Inc.
  1773 Westborough Drive, Suite 110
  Katy, Texas 77449

          Re:     Eco-Stim Energy Solutions, Inc.
                  Schedule 13E-3
                  Filed on March 25, 2019 by Eco-Stim Energy Solutions, Inc.
                  File No. 005-88351

  Dear Mr. Nickolatos,

          We have reviewed the above-captioned filing, and have the following
comments. Some
  of our comments may ask for additional information so that we may better
understand the
  disclosure.

         Please respond to this letter by amending the filing and/or by
providing the requested
  information. After reviewing any amendment to the filing and any information
provided in
  response to these comments, we may have additional comments.

         If you do not believe our comments apply to your facts and
circumstances, and/or do not
  believe an amendment is appropriate, please tell us why in a written
response.

  Schedule 13E-3
  Exhibit 99.1 | Disclosure Statement

  Fairness of the Transaction, page 2

  1. The discussion often only addresses fairness of the transaction to the
"Shareholders." Please
     conform the disclosure here and throughout the disclosure document to the
standards codified
     in Item 1014(a) of Regulation M-A by revising or supplementing this
statement to make clear
     that the fairness determination is consistently directed, as required, at
unaffiliated security
     holders. Refer also to Rule 13e-3(a)(4) which defines the term
"unaffiliated security holder."
  2. Please revise to consistently state, if true, that the Board produced the
fairness determination
     on behalf of Eco-Stim. Item 8 of Schedule 13E-3 and corresponding Item
1014(a) of
     Regulation M-A, by their terms, apply to the subject company of the
subject transaction as
     distinguished from the Board. The term "subject company" is defined in
Item 1000(f) of
     Regulation M-A.
 Alexander Nickolatos
Eco-Stim Energy Solutions, Inc.
April 5, 2019
Page 2

3. Please revise to indicate, if true, that specific going concern, net book,
and liquidation values
   were not calculated or considered by Eco-Stim when making its fairness
determination.
   Refer to Instruction 2(iv) of Item 1014 of Regulation M-A and Questions and
Answers 20-21
   in Exchange Act Release 17719 (April 13, 1981).

Shareholder Approval, page 2

4. We noticed that Eco-Stim's shareholders approved the reverse stock split on
June 20, 2018.
   Advise the legal basis, if any, upon with Eco-Stim concluded that such a
solicitation, which
   solicitation was effectuated through use of a proxy statement filed under
cover of Schedule
   14A, was not required to be accompanied by the disclosures required under
Rule 13e-3.

Summary Financial Information, page 4

5. Given the completion of the 2018 fiscal year in combination with the NT-Form
10-K filing
   made on April 1, 2019, please confirm that the information in this section
will be updated in
   an amended filing and fully comply with Item 1010(c) of Regulation M-A, or
advise.

Going Private Transaction; Effects, page 10

6. Eco-Stim suffered net operating losses in fiscal years ending 2016 and 2017.
Please specify
   the constituency expected to become the beneficiary of Eco-Stim's and/or its
successor's
   future use of any net operating loss carryforwards, if any. Please quantify
that benefit to the
   extent practicable. See Instruction 2 to Item 1013(d) of Regulation M-A.

7. Advise us, with a view towards revised disclosure, how compliance with Item
1014(e) of
   Regulation M-A has been effectuated. Please note that an affirmative
response to this
   disclosure requirement must be provided, even if the response is in the
negative. Refer to
   General Instruction E of Schedule 13E-3.
Impact on Shareholders, page 12
8. Please refer to the following statement: "[ ] shareholders were paid, in
cash, an amount
   equal to $0.08 per share on a post-stock split basis for each pre-split
share resulting in a
   fractional share." Given that payment for fractional interests already
appears to have
   occurred, please advise us how Eco-Stim intends to comply with Rule
13e-3(f). Refer also to
   Note D.4. of Schedule 13E-3, which provision requires distribution of the
information
   statement required by Rule 13e-3 30 days prior to any purchase having taken
place.
Documents Incorporated by Reference, page 15
9. Please confirm, if true, the itemization of documents incorporated by
reference in this
   section, as well as corresponding Item 13 to Schedule 13E-3, will be updated
and otherwise
   comply with General Instruction F of Schedule 13E-3 via inclusion of a new
exhibit. Refer
   also to Item 16 of Schedule 13E-3.
 Alexander Nickolatos
Eco-Stim Energy Solutions, Inc.
April 5, 2019
Page 3

        We remind you that Eco-Stim Energy Solutions, Inc. is responsible for
the accuracy and
adequacy of their disclosures, notwithstanding any review, comments, action or
absence of
action by the staff.

       You may contact me at (202) 551-3266 with any questions.


                                                           Sincerely,

                                                           /s/ Nicholas P.
Panos

                                                           Nicholas P. Panos
                                                           Senior Special
Counsel
                                                           Office of Mergers &
Acquisitions

cc: Andrew W. Smetana, Esq.