SecProbe.io

February 23, 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
Amendment No. 1 to Registrati on Statement on Form S-1
Filed February 8, 2012
  File No. 333-178894    SandRidge Energy, Inc.   Amendment No. 1 to Registra tion Statement on Form S-3
  Filed February 8, 2012   File No. 333-178894-01

Dear Messrs. Ulrich and Ward:

We have reviewed your amended registra tion statement and 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 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 23, 2012 Page 2

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

 General

 1. We remind you to comply with comments 2 through 8 and comment 12 from our letter to
you dated February 3, 2012.  With regard to prior comment 7, please revise the exhibit
index to identify precisely when and with what filing the referenced exhibits were
“previously filed.”  We also remind you to co mply with prior comment  13 with regard to
updating for the most recent four quarters once the information becomes available.
  2. With a view toward revised disclosure, please  explain to us why you suggest in response
to prior comment 9 that “there is a question, in our view, as to whether the trust is a
‘finite-life entity’.”  In that regard, we note th e disclosure at page 2 that the “trust will
dissolve and begin to liquidate on December 31, 2031 (such date is referred to as the
‘Termination Date’) and will soon thereafter wind up its affairs and terminate.”  See also
Item 901(b)(1) of Regulation S-K.
3. We note your response to prior comment 9.  Pl ease give effect to Section II.B.2 of
Release 33-6900, including Sect ion II.B.2.i, as applicable.

Summary, page 1

 Calculation of Target Distributions, page 8

 4. We are still reviewing your supplementa l reserve report submission and may have
additional comments.
 Risk Factors, page 20

 5. Please eliminate from this section language  which mitigates the risk you discuss.
Examples include “the use of hedging arrang ements limits the downside risk of price
declines” (page 28) and “SandRi dge intends to obtain and maintain insurance coverage it
deems appropriate” (page 33).  See prior comment 14.
 Drilling for and producing oil and natural gas on the Underlying Properties are high risk
activities…page 20
 6. We note that your statement that “wells drille d in the Mississippian formation in the AMI
typically produce a large vol ume of water, which requires the drilling of saltwater
disposal wells.”  Please expl ain to us the procedures you us e to recognize the capital well
costs and the SWD operating costs in your proved and probable reserve evaluation.
Please direct us to these costs’ locations in your reserve report.

SandRidge Mississippian Trust II SandRidge Energy, Inc. February 23, 2012 Page 3

 Notes to Unaudited Pro Forma Fi nancial Information, page F-17

 Pro Forma Supplemental Oil and Natural Gas Reserve… page F-21

 7. Please expand your disclosure here to explai n the 2011 revisions to your proved reserves.
Refer to FASB ASC Paragraph 932-235-50-5.
 8. Please amend your document to disclo se the 2011 changes – revisions,
acquisition/divestment, discovery/extension, co nversion to developed status – to your
proved undeveloped reserves.  Include th e capital you expended for conversion to
developed status.  Refer to Item 1203 of Regulation S-K.
 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 23, 2012 Page 4

 You may contact Ronald Winf rey, Petroleum 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