SecProbe.io

March 25, 2014

Via E -mail
Mr. A. Wade Pursell
Executive Vice President and Chief Financial  Officer
SM Energy Company
1775 Sherman Street , Suite 12 00
Denver, Colorado 80203

Re: SM Energy Company
 Registration  Statement on Form S -4
Filed March 4, 2014
File No. 333-194304

Dear Mr. Pursell:

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 -4 Filed March 4 , 2014

General

1. We are currently processing your pending request for confidential treatment.  Please be
advised that we will not be in a position to declare this registration statement effective
until we resolve any issues concerning the confidential treatment request.

Incorporation by Reference, page ii

2. We note that you incorporate by reference your annual report on Form 10 -K for the year
ended December 31, 2013 .  However, the 10 -K incorporates information from the
company's proxy statement which has not yet been filed .  Before you request acceleration

A. Wade Pursell
SM Energy Company
March 25, 2014
Page 2

 of effectiveness of the registration statement, please either amend the 10 -K to include
Part III information or file the proxy statement.

Closing Comments

We urge all persons who are responsible for the accuracy and a dequacy 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
possession of all facts relating to a co mpany’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 wr itten 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 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 a cceleration.  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 PJ Hamidi at (202) 551 -3421 or , in his absence,  Laura Nicholson at (202)
551-3584 with any questions.

Sincerely,

 /s/H. Roger Schwall

 H. Roger Schwall
 Assistant Director

A. Wade Pursell
SM Energy Company
March 25, 2014
Page 3

cc: Lucy Stark
Holland & Hart LLP