SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE
   Mail Stop 7010
July 23, 2007

Via U.S. mail

Mr. Tom L. Ward
Chairman, Chief Executive Officer and President
SandRidge Energy, Inc.
1601 N.W. Expressway, Suite 1600
Oklahoma City, Oklahoma 73118

Re: SandRidge Energy, Inc.
 Registration Statement on Form S-1
Filed June 22, 2007
File No. 333-144004

Dear Mr. Ward:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise 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 deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.

Please understand that the purpose of our re view 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 on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General
1. You will expedite the review  process if you address each portion of every numbered
comment that appears in this letter.  Provide complete responses and, where
disclosure has changed, indicate precisel y where in the marked version of the
amendment you file we will find your responsive changes.  Similarly, to minimize
the likelihood that we will reissue comme nts, please make corresponding changes
where applicable throughout your document .  For example, we might comment on
one section or example, but our silence on similar or related disclosure elsewhere

Mr. Tom L. Ward
Chairman, Chief Executive Officer and President
SandRidge Energy, Inc July 23, 2007 Page 2

does not relieve you of the need to make  appropriate revisions elsewhere as
appropriate.
2. With the response letter you pr ovide with your next amendment, also make clear
where you have made changes consistent wi th the letter you provided to us dated
July 13, 2007.
3. Provide current and updated disclosure with  each amendment.  For example, update
the status of your NYSE listing, disclose th e details regarding your recent purchase
of a new headquarters facility, quantify th e number of rigs you had drilling in the
WTO at the end of the second quarter, and f ill in all blanks in the section captioned
“Principal and Selling Shareholders.”
4. We will need the opportunity to review a ll new disclosure, including any additional
proposed artwork or graphics.  Similarly, we  will need the opportunity to review all
omitted exhibits, including the Well Participation Plan, management employment
agreements, the legal opinion, underwriting agreement, and any amendments to
existing material contracts, including the April 2007 amendment to the Senior
Credit Facility.  To expedite the review pr ocess, please provide all this information
and all these documents promptly.  We may have additional comments.
5. Since the price range impacts a number of di sclosure issues, we will need sufficient
time to process the amendment once a price range has been included.

Table of Contents, page (i)
6. We note the last paragraph on this page.  You are responsible for the accuracy and
completeness of all disclosure that appear s in your prospectus and in your filings
with the Commission.  Any suggestion otherwise, includi ng “we have not
independently verified their information a nd cannot guarantee it, ” is inappropriate.
Please revise accordingly.

Summary, page 1
7. You repeat much of this section in the Business section.  Revi se this section to
summarize and highlight the principal asp ects of your business and to eliminate
repetitive disclosure.  Also provide supplemental support for the assertions
regarding your status as the “largest” operator and pr oducer in the WTO and having
assembled the “largest” acreage position in  the area, and clarify against which
entities you have the “competitive advantage” you describe at page 7.

Mr. Tom L. Ward
Chairman, Chief Executive Officer and President
SandRidge Energy, Inc July 23, 2007 Page 3

Risk Factors, page 14
8. Please eliminate the suggestion in the third sentence that you do not  describe all the
risks you face.  We note the response to comment 13 that you provided in your letter
to us dated July 13, 2007.
9. Discuss all material risks that apply to your company in particular, but keep each
risk factor brief and concise, genera lly consisting of only one or two short
paragraphs.  Identify the risk, include a cr oss-reference to more detailed disclosure
elsewhere if appropriate, and eliminate all excess detail.  The first two risk factors
should be more concise, for example.
10. Eliminate generic risks that apply to all public or all newly public companies,
including “We will incur increased costs as  a result of being a public company” and
“If securities or industry analysts do not  publish research or reports” on page 24.
11. Eliminate text that mitigates the risk you present, examples of which are often found
in clauses that begin with or precede the words “although” or “however.”  Also, rather than stating that you “cannot assure” or there can be “no assurance,” revise to
state the risk plainly and directly in each case.

“You may experience dilu tion of your ownershi p interests,” page 25
12. Include in this discussion th e common stock that may be issued as a result of the
conversion of your outstanding convertibl e preferred stock, as noted on page 57.

Use of Proceeds, page 27
13. Revise this section to quantify the expected amount of each of the uses of the proceeds that you identify, and disclose the source of other funds, if any, necessary
to accomplish such uses.  State the cu rrent amount outstanding on your revolving
credit facility and provide the informati on required by Instructi on 4 to Item 504 of
Regulation S-K, if applicable.

Dividend Policy, page 27
14. We note your reference to the possibility that your revolving credit facility may restrict the payment of dividends to ho lders of common stock.  We note, however,
that your term loan also contains prov isions in section 7.05 that may limit the
payment of dividends and th at the terms of your outsta nding convertible preferred
stock potentially limit the payment of dividends on your common stock.  Please
describe these additional limitations.

Mr. Tom L. Ward
Chairman, Chief Executive Officer and President
SandRidge Energy, Inc July 23, 2007 Page 4

Unaudited Pro Forma Condensed Combined Stat ement of Operations for the Year Ended
December 31, 2006, page 31
15. Please add labeling and expand your disclosure  to clarify the numb er of months of
results of operations included in the NEG Hi storical column.  Ordinarily, financial
statements of a business acquired should  not extend beyond the date of acquisition,
which is November 21, 2006 for NEG.

Notes to Unaudited Pro Forma Condensed Combined Financial Information, page 32
16. Please expand your disclosure under Note (d) of the Statement of Operations
Adjustments section to quantify the effect on income of a 1/8 percent variance in the
interest rate on your additional debt.
17. Please expand your disclosure under Note (h) of the Statement of Operations
Adjustments section to specify how you determined the 16,182 shares used in
computing your basic and diluted pro form a earnings per share data.  Please note
that the number of shares us ed in the calculation of pro forma per share data should
be based on the weighted average number  of shares outstanding during the period
plus the shares being issued to effect the combinations as if the combinations had
occurred on January 1, 2006.

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Liquidity and Capital Resources

Capital Expenditures, page 52
18. Please specifically state by reference to a month and year how long you expect your
cash flows, current cash on hand, bank facili ties and the proceeds from this offering
to meet your short-term capital expenditure  goals.  We note also the response to
comment 22 that you provided in your letter to us date d July 13, 2007.

Credit Facilities and Othe r Indebtedness, page 54
19. Please provide the actual ratios related to  the financial covenants relating to any
material outstanding indebtedness, and st ate whether you met them at the end of
your most recent fiscal quarter.

Liquidated Damages Under Registra tion Rights Agreements, page 59
20. We note you will be subject to liquidated damages if you fail to have your registration statement declar ed effective by December 21, 2007, or fail to maintain
an effective registration stat ement for a specified period of time.  Please tell us

Mr. Tom L. Ward
Chairman, Chief Executive Officer and President
SandRidge Energy, Inc July 23, 2007 Page 5

whether you have considered the guidance in FSP No. EITF 00-19-2 relating to the
accounting for registration payment arrangem ents.  In addition, please provide the
disclosures set forth in paragraph 12 of this FSP within the notes to your financial statements.

Quantitative and Qualitative Disclosu res About Market Risk, page 63

Interest Rate Risk, page 65
21. We note your discussion of interest rate risk focuses on derivative arrangements you
may enter into to manage such risk.  A lthough you are currently not a party to this
type of derivative arrangement, you are stil l exposed to interest rate risk through
your debt obligations.  In this  regard, we note your debt ob ligations incur interest at
variable rates.  Please expand your disclosu re to provide quantitative and qualitative
information about interest rate risk asso ciated with your debt  obligations where
changes in interest rates would have a ma terial impact on your fi nancial results.
Refer to FRC Section 507 for further guidance.

Environmental Matters and Regulation, page 83
22. Rather than summarizing “some of” the laws, rules and regulations, revise the
reference at page 84 to make  clear that you summarize th e material laws, rules and
regulations.
Business

Legal Proceedings, page 88
23. Please quantify the amount by which your ec onomic returns may be reduced in the
Piceance Basin project if proj ect payout is achieved.  If practicable, provide the
range of values that the deferred interest  eventually could re present, and also
disclose the possible timetable for “pro ject payout.”  We may have additional
comments.

Management, page 90

24. Provide in each officer a nd director biography a detail ed discussion of the most
recent five years, including the month and year each person held the named position or office.  Eliminate any gaps or ambiguities with regard to time.  For example, fill in the gap in Mr. Ward’s biography for th e time after he left Chesapeake Energy and
before he started with SandRidge.  Pleas e provide the months, and to the extent
necessary the year, that each individual held the positions mentioned.  For example,

Mr. Tom L. Ward
Chairman, Chief Executive Officer and President
SandRidge Energy, Inc July 23, 2007 Page 6

reference to experience “prior” to join ing you does not make clear whether there
was intervening time or professional experience.

Director Compensation, page 94
25. For each stock award granted in 2006, disclose in a footnote the grant date fair value
and the aggregate number of stock awards outstanding at fiscal year end.  Also
provide an explanatory foot note regarding assumptions ma de in the valuation.  See
Instructions to Item 402(c)(2)(v) and (vi) and Instructions to Item 402(k).

Executive Compensation and Other Information

Compensation Discussion and Analysis, page 96

General
26. We note that after Mr. Ward’s appointmen t, you “experienced significant changes in
management, including replacement of substant ially all of our executive officers, as
well as our compensation philosophy, strategy and process.”  Insofar as you disclose
at page 104 that the contr act terms for Messrs. Ward and Mitchell are identical,
explain in greater detail the nature of  the “significant changes” to your
compensation philosophy, strategy and process.
27. Provide updated disclosure regarding the establishment of a compensation
committee.
28. Please describe any actions regarding executive compensation taken after the end of
your last fiscal year.  In  particular, we note that you make semi-annual salary
adjustments to base salaries, pay cash bonus es in January and July, and make grants
of restricted stock awards on a semi-annual ba sis.  Please also refer to Instruction 2
to Item 402(b) of Regulation S-K.

Elements of Our Executi ve Compensation Program

General, page 97
29. You indicate that your philosophy has been to  establish base salaries and pay cash
bonuses that are competitive with the market .  Describe the market data you use to
determine that the base salaries and cash  bonuses are competitive with the market.
If you benchmark to a peer group of companies, identify the peer group.
30. You indicate that you look to an executive’ s individual performance and experience
and your overall performance when establishing salary and bonuses.  State how you

Mr. Tom L. Ward
Chairman, Chief Executive Officer and President
SandRidge Energy, Inc July 23, 2007 Page 7

determine the performance factors that you consider and how you evaluate an
officer’s experience.
31. Identify the performance factors that  you consider when assessing both an
individual’s performance a nd your overall performance, and the weight given to
each one.  Specifically, we note that Mr. Ward’s total compensation package is
significantly higher than the package for th e other identified executives.  We also
note that his bonus was $950,000, while the bonus for Mr. Mitchell was zero.
Lastly, we note that despite increased corporate revenues, net income decreased
from 2005 to 2006 and that “basic and dilu ted income per share” was cut in half
over the same period.  Explain the elemen ts of the officers’ performance and
functions taken into account in awardi ng the different compensation packages.
Similarly, explain further how you determin e the amount of restricted stock to
award on a semi-annual basis.
32. File all employment agreements, including the agreement with Mr. Ward, as
exhibits with your next amendment.  We note also your statement at page 99 that
you intend to enter into additional employ ment agreements and severance plans
during 2007 and the reference to the agreement with Mr. Coshow in the exhibit list.
Disclose in each case the material terms of  the agreement.  We may have additional
comments once the exhibits have been provided.

Employment Agreements, Severance Benefits and Change in Control Provisions, page 99

General
33. Revise to provide clearer disclosure as n ecessary.  For example, we refer you to the
definition of “change in control” in the last paragraph on page 99 as including “…
all outstanding awards of active employees and directors….”  Expand to provide a
complete discussion of the stock plan.  Also clarify the statement under Termination
without Cause that “… and Mr. Ward have mutually agreed to severance package
that is in place prior to any termination event.”
34. Provide the information required by Item 402( j) of Regulation S-K with regard to
the potential payments upon termination or  change-in-control for each executive
officer.

Other Matters, page 100

35. Disclose clearly how the 500% provision w ould work in practice.  For example,
state explicitly whether Mr. Ward’s salary would be decreased if he sold stock and
his remaining shares subsequently declined in value below the threshold.