SecProbe.io

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								December 6, 2005

Via facsimile and U.S. Mail

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.
		Supplemental Materials
      Sent November 22, 2005
		File No. 333-127741
		Form 10-KSB for the year ended December 31, 2004
		Filed March 17, 2005
		File No. 01-31657

Dear Mr. Rochford:

      	We have limited our review of your filing to those
issues
we have addressed in our 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-K
General

1. We note you have not submitted your response letter to EDGAR.
Please file your response letter and all future correspondence to
EDGAR.

2. We note your expanded disclosure beginning on page five, in
response to prior comment three, which indicates that acquisition
and
drilling cost per Boe are calculated by dividing the net
capitalized
costs by oil reserves, although no such metrics are disclose in
proximity to your revised disclosure. Additionally, some per Boe
metric computations throughout your document, such as but without
limitation to average production costs and lease operating costs,
remain undisclosed.  We would expect the computational disclosure
to
immediately follow or precede the use of these measures to provide
a
more transparent understanding to readers.  Additionally, it is
unclear how your metrics are providing readers with enhanced
understanding of your financial statements as the computation of
your
Boe metrics do not appear consistent with your financial statement
presentation.  For example you indicate on page 15 that total Boe
production was 223,333 for 2004, while average sales price was
$38.09.  However this differs from your total Boe production
divided
into net sales as reported in your financial statements.
Likewise,
but without limitation, your deprecation and lease operating
metrics
disclosed in your MD&A appear to differ. Please revise your
disclosure to provide metrics which are transparent and enhance a
readers understanding of the financial statements.

3. Some metrics you present are characterized differently in your
narrative disclosures than those in your financial statements. For
example you describe oil and gas production costs in your
financial
statements as lease operating costs in your narrative.  As these
terms may be interpreted differently, we would expect that
characterizations in you MD&A and narrative would be consistent
with
that of your financial statement presentation, otherwise, your
metrics may further confuse investors.  Please revise your
document
accordingly.

Stock-based Employee Compensation, page 49

4. We note your response to prior comment seven indicating that
you
record the value of stock based compensation, issued to other than
employees, on the day the compensation is earned, which is not
necessarily the date issued.  Please compare and contrast
quantitatively and qualitatively your policy with the objective of
measuring the fair value of stock based compensation based on the
stock price at the grant date. Refer to paragraph 17 of SFAS 123.
Please cite the literature which you believe supports your policy
and
demonstrate for each stock based issuance why it is appropriate to
use the stock price when earned rather than the fair value
estimated
on the grant date.

5. As previously requested, disclose in the notes to your
financial
statements your policy regarding stock-based compensation issued
to
non-employees.

6. We note your response to prior comment 10 and are currently
unable
to agree with your conclusion.  In this regard it remains unclear
to
us how a five year vesting term is consistent with obtaining a
greater ownership among your employees since this feature
prohibits
employees from immediately exercising their option. We note that
no
options have been exercised as of December 31, 2004 and only
200,000
options are vested. Additionally, a five year vesting feature
appears
more indicative as an incentive to retain employees.  Please
clarify
whether unexercised options, vested or non-vested, are forfeited
upon
termination of employment.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  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 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 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.

	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 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

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Mr. Lloyd T. Rochford
Arena Resources, Inc.
December 6, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE

Mail Stop 7010

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