United States securities and exchange commission logo





                             February 9, 2023

       Richard Murphy
       Chief Executive Officer
       Enservco Corporation
       14133 County Rd 9
       Longmont, CO 80504

                                                        Re: Enservco
Corporation
                                                            Amendment No. 1 to
Registration Statement on Form S-1
                                                            Filed February 7,
2023
                                                            File No. 333-269265

       Dear Richard Murphy:

             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
January 31, 2023 letter.

       Amendment No. 1 to Registration Statement on Form S-1 filed February 7,
2023

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

   1.                                                   Please note that this
section should cover the same two year period covered in the
                                                        financial statements
and any relevant interim periods. See Instruction No. 1 to Item
                                                        303(b) of Regulation
S-K. Please revise this section to compare the results of operations
                                                        for fiscal year ended
December 31, 2021 to fiscal year ended December 31, 2020.
 Richard Murphy
FirstName LastNameRichard Murphy
Enservco Corporation
Comapany9,NameEnservco
February   2023        Corporation
February
Page 2 9, 2023 Page 2
FirstName LastName
General

2.       We note that you have omitted the number of shares to be offered,
pricing-related
         information, as well as other information from this filing. In your
next amendment please
         include all information that may not be excluded pursuant to Rule
430A, including the
         number of shares to be offered. In addition, provide omitted
disclosure related to
         use of proceeds, capitalization, and dilution based on your assumed
offering price.
3.       Please have counsel revise the legal opinion to refer to the total
number of shares being
         offered rather than a dollar amount. Please also have counsel revise
the legal opinion to
         additionally opine as to New York law. In this regard, we note the
legal opinion filed
         is limited to the General Corporation Law of the State of Delaware and
the federal laws of
         the United States of America. However, Section 5.9 of the form of
Securities Purchase
         Agreement at Exhibit 4.5 states that questions concerning the
construction, validity,
         enforcement and interpretation of the Transaction Documents, including
the Pre-Funded
         Warrants and Common Warrants, shall be governed by and construed and
enforced in
         accordance with the internal laws of the State of New York.
      Please contact Liz Packebusch, Staff Attorney, at (202) 551-8749 or Irene
Barberena-
Meissner, Staff Attorney, at (202) 551-6548 with any questions.



                                                              Sincerely,

                                                              Division of
Corporation Finance
                                                              Office of Energy
& Transportation
cc:      Douglas T. Holod