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United States securities and exchange commission logo





                               November 30, 2021

       Matthew Nicosia
       Chief Executive Officer
       Vivakor, Inc.
       433 Lawndale Drive
       South Salt Lake City, UT 84115

                                                        Re: Vivakor, Inc.
                                                            Amendment No. 2 to
Registration Statement on Form S-1
                                                            Filed November 23,
2021
                                                            File No. 333-260075

       Dear Mr. Nicosia:

             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
November 18, 2021 letter.

       Amendment No. 2 to Registration Statement on Form S-1

       General

   1.                                                   We note your response
to prior comment 3, and reissue the comment in part. Please revise
                                                        to clearly disclose
whether the company intends for the exclusive forum provision to
                                                        apply to actions
arising under the Securities Act. If this provision does not apply to actions
                                                        arising under the
Securities Act or Exchange Act, please also ensure that the exclusive
                                                        forum provision in the
governing documents states this clearly, or tell us how you will
                                                        inform investors in
future filings that the provision does not apply to any actions arising
                                                        under the Securities
Act or Exchange Act. In that regard, we note your revised disclosure
                                                        that you do not intend
for your exclusive forum provision to apply to claims arising under
                                                        the Exchange Act.
 Matthew Nicosia
Vivakor, Inc.
November 30, 2021
Page 2

       You may contact Steve Lo, Staff Accountant, at (202) 551-3394 or Raj
Rajan, Staff
Accountant, at (202) 551-3388 if you have questions regarding comments on the
financial
statements and related matters. Please contact Karina Dorin, Staff Attorney, at
(202) 551-3763 or
Laura Nicholson, Special Counsel, at (202) 551-3584 with any other questions.



                                                            Sincerely,
FirstName LastNameMatthew Nicosia
                                                            Division of
Corporation Finance
Comapany NameVivakor, Inc.
                                                            Office of Energy &
Transportation
November 30, 2021 Page 2
cc:       Scott Linksy
FirstName LastName
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