SecProbe.io

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								December 6, 2005

Mr. Lloyd T. Rochford
President and Chief Executive Officer
Arena Resources, Inc.
4920 South Lewis Avenue, Suite 107
Tulsa, Oklahoma 74105

	Re:	Arena Resources, Inc
		Form S-3
      Filed October 17, 2005
File No. 333-127741
Amendment No. 1 to
	Form 10-KSB for the year ended December 31, 2004
Filed October 17, 2005
File No. 1-316757

Dear Mr. Rochford:

      We have reviewed your filings and have the following
engineering
comments.  Where indicated, we think you should revise your
document
in response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information
so we may better understand your disclosure.  After reviewing this
information, we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or any other aspect of
our
review.  Feel free to call us at the telephone numbers listed at
the
end of this letter.

Form 10-KSB/A for the Fiscal Year Ended December 31, 2004

1. Please provide your December 31, 2004 reserve reports.

2. For the reserves acquired in 2004 tell us if the reserve
estimates
for those properties that you reported in the 2004 10-KSB were
different from your pre-purchase reserve estimate for each
property
and from the seller`s reserve estimate for each property.  If so,
please tell us the extent of the difference and the reasons for
the
changes.

3. Tell us for each of the last three years how many reserves were
converted from proved undeveloped to proved developed producing
and
the cost of those conversions in each year.

4. For the reserves converted from undeveloped to developed in
each of
the last three years tell us how your post-drill estimates of
ultimate
recovery compared to your pre-drill estimates and if they have
changed
over time.  If so, tell us the extent of the change and the
reasons.

5. You report that in 2004 you spent $4 million in development
costs.
Reconcile for us that you estimated in the 2003 reserve report you
would spend almost $13 million in 2004 on development of
undeveloped
reserves.   Tell us what developments that you assumed to be
performed
in 2004 in the reserve report were not performed and the reasons
they
were not performed.

Closing Comments

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing
includes all information required under the Securities Exchange
Act of
1933 and that they have provided all information investors require
for
an informed investment decision.  Since the company and its
management
are in possession of all facts relating to a company`s disclosure,
they are responsible for the accuracy and adequacy of the
disclosures
they have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare this filing effective, it does not foreclose
the
Commission from taking any action with respect to the filing;
* the action of the Commission or 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 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.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
of Corporation Finance in connection with our review of your
filing or
in response to our comments on your filing.

	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.  We
will
act on the request and, pursuant to delegated authority, grant
acceleration of the effective date.

	We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

	Please contact Jonathon Duersch at (202) 551-3719 or Jill
Davis,
Branch Chief, at (202) 551-3683 with any questions relating to
accounting matters.  Please contact James Murphy at (202) 551-3703
with any questions relating to engineering matters.  Please
contact
Melinda Kramer at (202) 551- 3726 or Tangela Richter, Branch
Chief, at
(202) 551- 3685 with any other questions.

Sincerely,

H. Roger Schwall

Assistant Director

CC: Ken Dornblaser, Esq
        Melinda Kramer
        Tangela Richter
        Jill Davis

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Mr. Lloyd T. Rochford
Arena Resources, Inc.
December 6, 2005
page 4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, N.E.
WASHINGTON, D.C. 20549

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010

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