SecProbe.io

February 3, 2012

 Via E-mail

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

Tom L. Ward Chairman and Chief Executive Officer SandRidge Energy, Inc. 123 Robert S. Kerr Avenue Oklahoma City, Oklahoma  73102
Re: SandRidge Mississippian Trust II
Registration Statement on Form S-1 Filed January 5, 2012
  File No. 333-178894    SandRidge Energy, Inc.   Registration Statement on Form S-3   Filed January 5, 2012   File No. 333-178894-01

Dear Messrs. Ulrich and Ward:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement 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.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.

SandRidge Mississippian Trust II SandRidge Energy, Inc. February 3, 2012 Page 2

 Joint Registration Statement on Form S-1 and Form S-3

 General

 1. Please furnish to us the petroleum engineer ing reports you used as the basis for your
December 31, 2011 proved and probable reserv e disclosures, including the following:
 a) One-line recaps in spread sheet format
 for each property sorted by field within each
reserve category including the dates of first booking and estimated first production for
your proved undevelope d properties;
b) Total company summary income forecast schedules for each proved reserve category
with proved developed segregated into producing and non-produc ing properties;
c) Individual income forecasts for all the wells/locations in the proved developed and
proved undeveloped categories;
d) Engineering exhibits (e.g. maps, rate/time pl ots, volumetric calculations, analogy well
performance) for each of the three largest wells/locations in the proved developed and proved undeveloped categories (six  entities in all) as well as the AFE for each of the
three PUD properties.  Please ensure that the decline parameters, EURs and cumulative production figures are pr esented on the rate/time plots.

Please direct these engineering items to:
U.S. Securities and Exchange Commission 100 F Street NE Washington, DC  20549-4628 Attn:  Ronald M. Winfrey
 2. When comments also could apply to similar or  related disclosure that appears elsewhere
in the same or another section, please make pa rallel changes to all affected disclosure.
This will eliminate the need for us to repeat similar comments.
 3. If a numbered comment in this letter raises  more than one question, ensure that you fully
respond to each question.  Make sure that your letter of response  indicates precisely
where responsive disclosure to each number ed comment and each point may be found in
the marked version of the amendment.
4. In the amended registration statement, please fill in all blanks other than the information
that Rule 430A permits you to omit.  For ex ample, we note your disclosure on pages 2
and 51 relating to the percentage of the ta rget distributions th at will be hedged.

5. Please provide for our review and possible co mment any graphics or other artwork you
propose to include in the prospectus.

SandRidge Mississippian Trust II SandRidge Energy, Inc. February 3, 2012 Page 3

 6. Please inform us when the amount of co mpensation allowable or payable to the
underwriters has received clearance by FI NRA.  Prior to requesting accelerated
effectiveness, please be sure to provide us with a copy of the FINRA no objections letter.

7. We note that you have not provided most of your  exhibits.  With th e next amendment or
as soon as practicable thereafte r, please file all material exhibits, including the legality
and tax opinions, in order to facilitate our  review. Similarly, provide us with all
promotional and sales materials prior to their use.  Once you file the exhibits and provide
the materials, we will need sufficient time to complete our review and may have additional comments.
8. You do not yet provide a range for the potential  offering price per share.  Because other,
related disclosure likely will be derived from the midpoint of the range, we remind you to
provide the range once it becomes available so  that you will have time to respond to any
resulting staff comments.  In th at regard, be sure to provide a more pr ecise discussion in
the Use of Proceeds section, including the a ggregate amount of the referenced “drilling
obligation” and the particulars regarding a ny deemed “partial consideration” for the
Perpetual Royalties.
9. Revise the prospectus to ensure that you gi ve effect to Securiti es Act Release 33-6900.
As examples only, we refer you to Sections II.A.3.f and III.B.2.  Be sure to provide
updated narrative and tabular pr ior performance information.

10. Please provide the complete disclosure that Items 401, 402, and 404 of Regulation S-K
require.  With regard to Item 402 disclosure , clearly quantify and discuss any material
direct or indirect compensation each listed individual receives from the trust or from
SandRidge Energy for work related to the trus t.  If you omit any of the disclosure Form
S-1 would otherwise require, please explain in necessary de tail why you believe any such
information would not be required, and direct the reader to comparable disclosure, if
applicable.
Important Notice About Information In This Prospectus, page i

11. You indicate in this section that the reader “should not rely” on certain information.
However, that statement does not appear to gi ve full effect to the reference in the last
paragraph on page 43 regarding disclosu re provided in Exchange Act filings by
SandRidge Energy.  Please  revise accordingly.

Prospectus Cover Page
 12. We note your disclosure that you intend to  list your common units on the New York
Stock Exchange.  Please provide us with update d information regarding the status of the
application.

SandRidge Mississippian Trust II SandRidge Energy, Inc. February 3, 2012 Page 4

 Target Distributions an d Subordination and Incentive Thresholds, page 4

 13. You provide target distributions for each qua rter beginning with th e first quarter of 2012,
and you set forth on page 57 the amount of pro forma distributable income for the nine-
month period ended September 30, 2011, in the a ggregate and on a per-un it basis.  If  you
have also calculated amounts on a quarterl y basis for each quarte r in the nine-month
period, disclose that information in tabular form  as well.  If prior to  effectiveness of the
registration statement and as a result of the passage  of time you have available the most
recent four quarters, expand your prospectus disclosure to provide that additional information.
 Risk Factors, page 20

14. You currently provide 23 pages of risk factors.   Please revise to pres ent the material risks
more concisely, tailoring th e risks to your precise circumstances and eliminating
extraneous or mitigating language.  Examples of language that should be removed include some clauses that begin “although,” “w hile,” or “however” and statements that
you can “provide no assurance” about a particular outcome.
15. Ensure that the captions and text  clearly identify the pa rticular risk to you or to investors.
For example, please see “There has been no public market for the common units, etc.”
Also, the risk factor “A trust unitholder w hose units are loaned to a ‘short seller’”
presumably is not a material risk for the vast ma jority of investors.  If you retain it, revise
the last sentence so that it is not providing direction on how to minimize the identified
risk.
 Targeted Distributions and Subor dination and Incentive Thresholds

 Unaudited Pro Forma Distributable Income, page 57

 16. We note from your disclosure here and fr om the pro forma financial information
presented on page F-16, that distributable in come for the nine months ended September
30, 2011 would have been $16.6 million.  We furt her note that estimated cash available
for distribution for the three months ended March 30, 2012 is approximately $19.1
million.  Please modify your disclosure to disc uss the specific reasons your cash available
for distribution for future periods will be signi ficantly in excess of the historical amounts.
To the extent the increases are the result of increases in production, please include
discussion of actual results incurred through a recent date, and how such results correlate
to the amounts estimated in the reserve reports prepared by Netherland Sewell.

SandRidge Mississippian Trust II SandRidge Energy, Inc. February 3, 2012 Page 5

 Significant Assumptions Used to Ca lculate the Target Distributions

 Administrative Expense, page 60

 17. We note that administrative expenses are es timated to be $1.3 million annually, and that
$450,000 of this amount relates to the annual admi nistrative fee payable to the trustee and
SandRidge Energy Inc.  Please provide furt her detail regarding what makes up the
remaining $850,000, and how such amounts were determined.

The Underlying Properties

 Oil and Natural Gas Sales Prices and Production Costs, page 66

 18. We note that total production for the underlyi ng properties for the nine months ended
September 30, 2011 was 396,040 BOE.  Please revise  your disclosure to explain if the
volume produced is consistent with the es timated volumes reported on the individual
wells reserve report.  If not , please include corresponding explanations for significant
differences.

Financial Statements – SandRidge Missi ssippian Trust Underlying Properties

General
 19. As the Trust was not formed until December 2011, please rename the financial statements
associated with the underlying properties in or der to not infer that the Trust owned such
properties for the nine months ended September 30, 2011.

Note 3 Supplemental Oil and Natural Gas Rese rve and Standardized Measure Information
(Unaudited), page F-4
 20. We note from your statement on page F-5, that the estimated remaining net proved,
proved developed and proved undeveloped oil an d natural gas reserves of the underlying
properties, were estimated by SandRidge's petr oleum engineers.  This statement appears
to be inconsistent with the statement on pa ge 69, that “All of the oil and natural gas
reserves in this prospectus were estimated by Netherland Sewell.”  Please revise to clarify
this inconsistency.

SandRidge Mississippian Trust II SandRidge Energy, Inc. February 3, 2012 Page 6

 Notes to Unaudited Pro Forma Financial Information

 Note 5 Pro Forma Supplemental Oil and Natu ral Gas Reserve and Standardized Measure
Information
 Oil and Natural Gas Reserve Quantities, page F-20

 21. For the table of pro forma reserves on page F-21, please revise to provide explanations
for the pro forma adjustments made to th e reserve volumes associated with the
underlying properties.
 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 acceleration 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.

SandRidge Mississippian Trust II SandRidge Energy, Inc. February 3, 2012 Page 7

 You may contact Mark Wojciechowski at (202) 551-3759 or Jenifer Gallagher at (202)
551-3706 if you have questions regarding comments  on the financial statements and related
matters.  You may contact Ronald Winfrey, Pe troleum Engineer, at (202) 551-3704 if you have
questions regarding comments on engineering matte rs.  Please contact Norman von Holtzendorff
at (202) 551-3237 or, in his abse nce, Timothy S. Levenberg, Sp ecial Counsel, at (202) 551-3707
with any other questions.
Sincerely,
   /s/H. Roger Schwall
H. Roger Schwall Assistant Director