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


    DIVISION OF
CORPORATION FINANCE


                                                            August 12, 2019

Anthony James
Isramco, Inc.
1001 West Loop South, Suite 750
Houston, Texas 77027

        Re:     Isramco, Inc.
                Schedule 13E-3
                Filed on August 1, 2019 by Isramco, Inc. et al.
                File No. 005-40388

Dear Mr. James,

        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
Cover Page
1. The Schedule 13E-3 filing requirement derives from Rule 13e-3(d) promulgated
under
   Section 13(e) of the Securities Exchange Act of 1934. Accordingly, Rule
0-11(b) applies to
   regulate the filing fee calculation instead of the cited Rule 0-11(c). In
order to comply with
   Rule 0-11(a)(5), please revise the presentation regarding the calculation of
the filing fee.
Exhibit (a)(1) | Proxy Statement
2. Advise us why the EDGAR header tag used to identify the above-captioned
submission was
   PRE 14A as distinguished from PREM4A. In addition, please confirm that
successive
   filings, including any definitive proxy statement, will be designated
correctly based on the
   publicly-available EDGAR header tags memorialized in the EDGAR Filer Manual
and/or
   consultation with an EDGAR Filer Support specialist available at
202-551-8900.
3. Rule 14a-6(d) and Item 1(b) of Schedule 14A together require that the
approximate date upon
   which the proxy statement will be mailed to shareholders be placed on the
first page of the
   proxy statement as defined under Rule 14a-1(g). At present, an attempt to
include this date
   has been made between the shareholder letter and Notice, both of which
documents are
 Anthony James
Isramco, Inc.
August 12, 2019
Page 2

   outside the scope of the cited definition of proxy statement and otherwise
not identified
   within Rule 14a-101. Please revise the proxy statement, as defined within
Rule 14a-1 of
   Regulation 14A, to include this required information as well as the
prophylactic statement
   required by Rule 14a-6(e)(1) that this proxy statement edition is only a
preliminary copy.

4. The legend required by Rule 13e-3(e)(1)(iii) is required to appear on the
outside front cover
   page of the disclosure document that must be distributed to unaffiliated
security holders
   under the federal securities laws. As neither the letter to shareholders nor
Notice are required
   disclosures under the federal securities laws, please revise the submission
to ensure that the
   legend appears on the outside front cover page of a federally-mandated
disclosure document.

Recommendation of the Board, page 28

5. Please revise to consistently state, if true, that the Board produced the
fairness determination
   on behalf of Isramco. Item 8 of Schedule 13E-3 and corresponding Item
1014(a) of
   Regulation M-A apply to the subject company of the proposed transaction as
distinguished
   from the Board. The term "subject company" is defined in Item 1000(f) of
Regulation M-A.

6. Please revise to indicate, if true, that a specific (as distinguished from
general) going concern
   value was not calculated or considered by the Special Committee, and thus
the Board, 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).

7. Notwithstanding the composition of the Special Committee, please disclose,
if true, that an
   unaffiliated representative was not "retained" to act solely on behalf of
unaffiliated security
   holders for purposes of negotiating the transaction, or advise. See Item
1014(d) of
   Regulation M-A and General Instruction E of Schedule 13E-3 that requires
negative
   responses to Item 8 of Schedule 13E-3 to be expressly stated.

Certain Effects of the Merger, page 45

8. Given that Isramco, as a privately-held entity, will be relieved of many of
the expenses,
   burdens and constraints imposed on companies that are subject to the public
reporting
   requirements under the federal securities laws of the United States,
including the Exchange
   Act and Sarbanes-Oxley Act of 2002, please revise to quantify the annual
savings that are
   expected to be received and identify the constituency that will become the
beneficiary of
   such savings. See Item 1013(d) of Regulation M-A and corresponding
Instruction 2 thereto.

9. Isramco suffered a net operating loss in the fiscal year end ended December
31, 2017. Please
   specify the constituency expected to become the beneficiary of Isramco'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.
 Anthony James
Isramco, Inc.
August 12, 2019
Page 3

10. Please revise the table presenting the Purchasing Group's direct and
indirect interests in
    Isramco's net book value and net earnings to disclose each individual
affiliate's specific
    interest before and after the transaction. See Instruction 3 to Item 1013
of Regulation M-A.

Selected Historical Consolidated Financial Information, page 93

11. Given that financial statements have been incorporated by reference in
order to fulfill
    Isramco's disclosure obligations partly due to the application of Item 13
of Schedule 13E-3,
    summarized financial information must be included pursuant to Instruction 1
thereto. This
    summarized financial information should have been prepared in accordance
with Item
    1010(c) of Regulation M-A. At present, it appears as though not all of the
information
    required by Item 1010(c)(1) has been provided. Please revise or advise.

Exhibit (a)(2) | Form of Proxy Card
12. Please revise the form of proxy to comply with Rule 14a-4(e) of Regulation
14A.
13. Please revise the form of proxy to comply with Rule 14a-6(e)(1) of
Regulation 14A.
Exhibit (c)(1) | Opinion of Duff & Phelps LLC
14. Please refer to this statement: "This Opinion is confidential, and its use
and disclosure is
    strictly limited in accordance with the terms set forth in the engagement
letter between Duff
    & Phelps and the Company dated October 5, 2018..." Pages 4 and 28 of the
proxy statement
    includes a similar, objectionable statement that reads: "Duff & Phelps'
opinion was provided
    solely for the use and benefit of the Special Committee..." Please include
disclosure in the
    associated proxy statement and/or this exhibit to remove the implication
that security holders
    are precluded from being eligible to rely upon these disclosures by
affirmatively stating, if
    true, that Duff & Phelps consents to the inclusion of such materials in
these filings and
    security holders may rely upon such information without limitation.
Alternatively, provide
    the disclosures recommended by the Division of Corporation Finance
accessible via the
    following link as being necessary to clarify security holders' right to
rely on such materials.
    http://www.sec.gov/divisions/corpfin/guidance/ci111400ex_regm-a.htm

        We remind you that the filing persons 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 me at (202) 551-3266 with any questions.

                                                             Sincerely,

                                                             /s/ Nicholas P.
Panos

                                                             Nicholas P. Panos
                                                             Senior Special
Counsel
                                                             Office of Mergers
& Acquisitions
 Anthony James
Isramco, Inc.
August 12, 2019
Page 4


cc: Lior O. Nuchi, Esq.
Andrew J. Ericksen, Esq.