SecProbe.io

April 2, 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. 2 to Registrati on Statement on Form S-1
Filed March 15, 2012 Amendment No. 3 to Registrati on Statement on Form S-1
Filed March 28, 2012
  File No. 333-178894    SandRidge Energy, Inc.   Amendment No. 2 to Registra tion Statement on Form S-3
  Filed March 15, 2012
  Amendment No. 3 to Registra tion Statement on Form S-3
  Filed March 28, 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.

SandRidge Mississippian Trust II SandRidge Energy, Inc. April 2, 2012 Page 2

 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 Amendment No. 2 to Joint Registration Statement on Form S-1 and Form S-3

 Description of the Trust Agreement, page 85

 Dispute Resolution, page 90

 1. We note your disclosure that any dispute, c ontroversy or claim that may arise between
SandRidge and the trustee relating to the trus t will be submitted to binding arbitration.
With the amendment you filed on March 15, 2012, you filed the trust agreement for the
first time as an exhibit.  In that regard, it appears that the related provisions in Article XI
of your Amended and Restated Trust Agreement also constrain the unitholders to agree to
arbitration relating to those matters.

Please describe to us the impact, if any, that Article XI would have on the ability of trust
unitholders to seek remedies out side of the arbitration proces s.  In your response, please
be sure to address whether there would be  any impact on those persons who purchase
trust units in the initial public offering with respect to any disputes or claims relating to
the federal securities laws.
 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

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

 • 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.
 Please contact Norman von Holtzendorff at (202) 551-3237 or, in his absence, Timothy
S. Levenberg, Special Counsel, at (202) 551-3707 with any questions.

Sincerely,
   /s/H. Roger Schwall
H. Roger Schwall Assistant Director