SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE
   Mail Stop 7010
August 24, 2007

Via U.S. mail and facsimile

Mr. V. Bruce Thompson
Senior Vice President
SandRidge Energy, Inc.
1601 N.W. Expressway, Suite 1600
Oklahoma City, Oklahoma 73118

Re: SandRidge Energy, Inc.
 Amendment No. 1 to Registrati on Statement on Form S-1
Filed August 3, 2007
File No. 333-144004

Dear Mr. Thompson:

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. Please update your registration statement to  include financial statements and pro
forma financial information through June  30, 2007 to comply with Rule 3-12 and
Rule 11-02 (c)(2)(i) of Regulation S-X, respectively.
2. We note that you filed a Form S-1 regi stration statement on August 13, 2007 (file
no. 333-143386) to register stock for resale by certain selling shareholders.  Please
update as appropriate the disclo sure in this S-1 to reflect the fact that you have made

Mr. V. Bruce Thompson
SandRidge Energy, Inc
August 24, 2007 Page 2
a new filing.  This updating should include, as  examples only, the risk factor entitled
“You may experience dilution of your ownership interests du e to the future issuance
of additional shares of our common stock,” on page 23, the Selling Shareholders
table, and the section on “Sha res Eligible for Future Sale.”  Comments regarding the
Form S-1 filed August 13 will be issued under separate cover.
3. We note your responses to our prior commen ts 4, 5 and 40, and we reissue them in
part. Please provide all missing exhi bits and information promptly.

Summary, page 1
4. We note your response to our prior comment 7.  Please provide us with the data you
relied on from IHS.

Use of Proceeds, page 26
5. We note your response to our prior comme nt 13 that you had no senior debt
outstanding as of June 30, 2007.  Reconcile this statement with  the fact that you
intend to use part of the proceeds to repay your senior debt.  Also revise to quantify
the “remainder” to which you refer.
Business

Legal Proceedings, page 86

Management, page 88
6. We note your response to our prior comment 24, and reissue it in part.  For Messrs.
Oliver, Scott and Serota provi de the months, and to the extent necessary the year,
that each held the positions mentioned.  Re ference to experience “prior” to joining a
company does not make clear whether th ere was intervening time or professional
experience.
Executive Compensation and Other Information

Compensation Discussion and Analysis, page 94

General
7. We note your response to our pr ior comment 27 and reissue it.
8. We note your response to our prior comment 28.  Please state whether the restricted
stock you granted to the executives in 2007 is subject to any vesti ng restrictions and
when vesting will occur.  Also describe in greater detail how the amounts were determined, including a discussion of which goals were met.

Mr. V. Bruce Thompson
SandRidge Energy, Inc
August 24, 2007 Page 3
Objectives of Our Executive Compensation Program

General, page 95
9. We note your response to our prior comment  29.  Please describe the information
that is contained in the comprehensive su rveys performed by third parties that is
used by your Board in its analysis.  Also describe the other market data that your
Board may consider.
10. Revise to clarify whether the two companie s you identify comprise the entire “Peer
Companies” group.  If not, identify each  peer company, as prior comment 29
requested.
11. We note your response to our prior comment 30, and reissue it in pa rt.  Please state
how you evaluate an officer’s experience.
12. We note your response to our prior comment 31 and reissue it in pa rt.  Please state
the weight given to each of the perfor mance factors used in determining an
individual’s salary, cash bonus and restricted stock grant.  Explain how you
determine the amount of restricted st ock to award on a semi-annual basis.

Employment Agreements, Severance Bene fits and Changes in Control Provisions

Other Named Executive Officers, page 99
13. We note that you state that as of December 31, 2007 you had not entered into any
other employment agreement other than the one with Mr. Ward.  However, the
agreement you filed as Exhibit 10.12 with Mr . Coshow is dated as of September 2,
2006.  Please advise.  Describe Mr. Coshow’s  agreement in the prospectus, and any
other agreements entered into up to the date of the prospectus.

Other Matters, page 99
14. We note your response to our prior comment  35.  Provide this information in the
prospectus.

Related Party Transactions, page 112
15. We note your responses to prior comments 38 and 39.  Disclose the absence of a policy, as well as the implications with re spect to Item 404(b)(2).  If you are unable
to determine whether the re lated party transact ion was on terms as favorable to you
as could have been obtained elsewhere, make this clear in each case.

Mr. V. Bruce Thompson
SandRidge Energy, Inc
August 24, 2007 Page 4
Well Participation Plan, page 112
16. We note your response to our prior comment 42, and reissue it in part.  Specify the
amounts paid to Messrs. Ward and Mitchell due  to their participat ion in the plan in
2006 and to date in 2007.  We believe it is re levant to disclose the amount they paid
versus their return.  Also provide the number of wells in which Messrs. Ward and
Mitchell participate.

Employee Participation Plan, page 113
17. We note your response to our prior comment 43 and reissue it in part.  State whether
any officers invested their own funds into the plan, and if they  did state the amounts
invested.  Specify the amounts paid to  the executive officers due to their
participation in the plan in 2006 and to date in 2007.  It appears pertinent to disclose
the amount they paid, or that was paid  on their behalf, versus their return.

Other Transactions, page 113
18. We note your response to our prior comment 44 and reissue it.  It appears that Mr.
Mitchell would be considered a promoter under Rule 405 of the Securities Act of
1933.

Description of Capital Stock

Preferred Stock, page 115
19. We note your response to our prior comment 45.  You state you are prohibited from
paying any dividends on your common stock, which is not made clear in the risk
factor at page 23.  Moreover, in the next sentence you state that holders of preferred
stock are entitled to any dividends or dist ributions made on your common stock as if
such holder of preferred st ock had converted his shares  to common stock.  Please
revise to clarify.  We also note that Sec tion 3(c) of the Certificate of Designation
regarding your preferred stock allows dividends to be paid on the common stock in certain circumstances, including upon the consent of a majority of the holders of preferred stock.

Notes to Unaudited Pro Forma Condensed Combined Financial Information, page 31
20. We note your revised disclosure under Note (h) responding to prior comment.
Please reconcile the 18,174 shares issued for NEG acquisition (before deduction for
weighted shares already incl uded in historical results) as disclosed under Note (h)
on page 32 to the 12,842 shares issued for NE G acquisition as disclosed on page 29.

Mr. V. Bruce Thompson
SandRidge Energy, Inc
August 24, 2007 Page 5
NEG Oil & Gas LLC Financial Statements, page F-65
21. We note your response to prior comment 52.  To further assist us in understanding
the complex relationship of National Ener gy Group, Inc. and American Real Estate
Partners, LP and NEG Oil and Gas, LLC, pl ease provide to us a chart that depicts
the ownership structure and direct affiliations of these entities prior to your
acquisition of NEG Oil and Gas, LLC.  Sim ilarly, please provide a chart that depicts
the ownership structure and direct affiliations of these entities subsequent to the acquisition.  Within the charts clearly indica te the net assets a nd operations of these
entities before and after the acquisition.
22. In your response to prior comment 52 you state that NEG Oil and Gas LLC agreed to exercise its right to redeem for fa ir value the 50% non-controlling membership
interest in NEG Holdings LLC from NEGI.  Please tell us when this transaction occurred.  In addition, please clarify whethe r all the senior notes due from National
Energy Group, Inc. were extinguished as a resu lt of the redemption.  Finally, tell us
whether this redemption resulted in y ou directly owning 100% of NEG Holdings
LLC upon your acquisition of NEG Oil and Gas LLC.

Engineering Comments

Summary Historical Operating and Reserves Data, page 11

23. We have reviewed your response to commen t 59 of our letter dated July 23, 2007.
If the gas price that you receive for th e gas that must be stripped of CO 2 is
materially less than the price you receive for other natural gas please revise your
document to disclose this lower price.  Pl ease also tell us what percent of the gas
that you produce has high levels of CO 2.

Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 35

Segment Overview, page 36

24. We have reviewed your response to commen t 62.  Please tell us if the prices you
report here and elsewhere are the average prices you received for your gas before
the effects of hedging, or if this is not th e case, how the prices were determined.

Exploration and Production Segment, page 37

25. We have reviewed your response to co mment 63.  Please refer to the second
engineering comment in this letter.

Mr. V. Bruce Thompson
SandRidge Energy, Inc
August 24, 2007 Page 6
Proved Reserves, page 71

26. We have reviewed your response to comm ent 66.  We believe the SEC definition
of proved reserves as found in Rule 4-10( a) of Regulation S-X should be included
in this section so the read er has an immediate understand ing of the meaning of the
term “proved reserves.”  Please revise your document accordingly.

Notes to Consolidated Financial Statements, page F-7

Supplemental Information on Oil and Gas Producing Activities, page F-37

Costs Incurred in Property Acquisition, Exploration and Development Activities, page F-
37

27. We have reviewed your response to co mment 68.  From the reserve report we
note that capital expenditures for the deve lopment of undeveloped reserves for the
Wellman field extend as far into the fu ture as 2018.  As stated previously,
normally, proved undeveloped reserves should be developed within five years.
Please remove proved undeveloped reserves that will not be developed within five
years.

Results of Operations for Oil and Gas Producing Activities, page F-37

28. We have reviewed your response to comm ent 69.  As previously requested please
fully explain in the document the functi on the independent engineers performed.
You indicate in the first paragraph on pa ge F-37 that the estimates of proved
reserves have been prepared by the Co mpany’s team of engineers but in the
second paragraph you state that Netherla nd Sewell prepared the estimates of
proved reserves for 97% of your properties.  Please disclose if the reserves reported are from the company’s estimate or from the independent engineers.
Include in the disclosure the percent difference and reserve difference in the
aggregate between the independent engi neers’ estimates and the company’s
estimates.

Reserve Reports

29. We note that you estimated in the reserv e reports to spend approximately $430
million in 2007 for development.  Tell us how much you have spent to date.  If you anticipate not spending a material am ount of these estimated funds please
disclose this in the document.

30. Please reconcile for us the fact that y ou estimate the 150 producing wells in the
Pinon field, which are about 40% depl eted, will produce on average gross
ultimate reserves of approximately 2 BCFe per well with the fact you have

Mr. V. Bruce Thompson
SandRidge Energy, Inc
August 24, 2007 Page 7
estimated 400 proved undeveloped wells to produce an average gross ultimate
reserve of 2.7 BCFe per well.

31. Please reconcile for us the fact that you estimate the 21 producing wells in the
Minden field to produce on average gro ss ultimate reserves of 1,086 MMcfe per
wells with the fact that you have esti mated the 45 proved undeveloped wells to
produce a gross ultimate reserve of 1,560 MMcfe per well.

32. Please provide us with a structure map of  the Pinon field and separately designate
the proved producing wells and the prove d undeveloped wells and by zone if
appropriate.
33. Please tell us if the gas reserves  for the Pinon field are net of CO 2.  Please tell us
the average percentage of CO 2 for new wells and if it changes during the life of
the well.  If so, please te ll us how this is taken in to account in the reserve
estimate.

Closing Comments

As appropriate, please amend your regist ration 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 cove r 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 amendmen t 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 in formation 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 ev ent 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

Mr. V. Bruce Thompson
SandRidge Energy, Inc
August 24, 2007 Page 8
• the company may not assert staff comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision 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