SecProbe.io

July 28, 2011
  Via U.S. Mail

Michael J. Ulrich SandRidge Permian Trust c/o The Bank of New York Mellon Trust Company, N.A.
919 Congress Avenue, Suite 500
Austin, Texas 78701  Via Facsimile

Tom L. Ward Chairman and Chief Executive Officer SandRidge Energy, Inc. 123 Robert S. Kerr Avenue Oklahoma City, Oklahoma 73102
Re: SandRidge Permian Trust
Amendment No. 2 to Registrati on Statement on Form S-1
Filed July 19, 2011
  File No. 333-174492
 SandRidge Energy, Inc. Amendment No. 2 to Registrati on Statement on Form S-3
Filed July 19, 2011 File No. 333-174492-01

Dear Messrs. Ulrich and Ward:

We have reviewed your registration statemen ts, letter dated July 14, 2011 and letter dated
July 19, 2011, and we have the following 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 statements and providing the
requested information.  If 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.

SandRidge Permian Trust
SandRidge Energy, Inc. July 28, 2011 Page 2
 After reviewing any amendment to your regi stration statements and the information you
provide in response to these comments, we may have additional comments.
 Amendment No. 2 to Registration Statement on Form S-1 and Amendment No. 2 to Registration
Statement on Form S-3
 General

 1. We note your response to comments 7 and 2 in  our letters dated June 22, 2011 and July
15, 2011, respectively.  We note that the sale s materials provided list as a “Key
Investment Consideration” the “successf ul trading and operating performance” of
SandRidge’s other royalty trust, including in formation about its dist ributions.  We also
note from your response to comment 5 in our letter dated June 22, 2011 that “there is not
yet any meaningful prior ‘track record’ [of such trust] to discuss in the Registration
Statement.”  Please reconcile this apparent inconsistency.
2. We note your response to comment 5 in our le tter dated July 15, 2011 that you enter into
master services agreements with your third- party contracts that typically contain the
referenced indemnities.  To the extent availa ble, please file a form of master services
agreement as an exhibit.  If no such form exists, please provide the basis for not filing
any such individual agreement.
 Use of Proceeds, page 42

 3. We note that SandRidge intends to use the pr oceeds received from the offering to repay
borrowings under its credit facility.  Please disclose whether, upon repayment of the
credit facility, SandRidge has any plans to im mediately draw down of the facility, and if
so, for what purposes.
Overview of Underlying Properties, page 73

4. We note your statement that, based on the a ssumptions and analysis included in the
reserve report for the Underlying Properties , wells drilled on the Underlying Properties
are expected to generate an internal rate of  return of approximate ly 58%, prior to giving
effect to the royalty interests.  Please also disclose the rate of return after giving effect to
the royalty interests.
Exhibit 5.1

 5. We note assumption (vii) in the penultimate paragraph at page 2.  We also note that the
opinion does not opine as to whether the Common Units, upon the execution and delivery
of the Trust Agreement and the commencemen t of the transactions described in the
Registration Statement, will have been duly authorized for issuance by the Trust

SandRidge Permian Trust
SandRidge Energy, Inc. July 28, 2011 Page 3
 Agreement and will have been legally issu ed.  If you retain the assumption, please
provide the basis for including it, as it appears to be assu ming the very opinion that
counsel should render.
6. We note that many of the assumptions containe d in the penultimate paragraph at page 2
except from such assumptions only the Trust.  Please obtain and file a new opinion that
does not make assumptions relating to Sa ndRidge Energy, which we note is a co-
registrant.
Closing Comments

 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes 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 company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.                Notwithstanding our comments, in the event you request accelera tion of the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 a nd 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 re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 You may contact Paul Monsour  at (202) 551-3360 or Jenni fer Gallagher at (202) 551-
3706 if you have questions regarding comments on th e financial statements and related matters

SandRidge Permian Trust
SandRidge Energy, Inc. July 28, 2011 Page 4
 or James Murphy at (202) 551-3703 if you have que stions regarding the engineering comments.
Please contact Sirimal R. Mukerjee at (202) 551- 3340, or in his absence, me at (202) 551-3611
with any other questions.
Sincerely,

/s/ A.N. Parker

Anne Nguyen Parker Branch Chief
 cc: Via Facsimile

David H. Engvall, Esq. Covington & Burling LLP 1201 Pennsylvania Avenue, N.W. Washington, D.C. 20004