SecProbe.io

July 30 , 2013

Via E -mail
Eddie M. LeBlanc III
Executive Vice President and Chief Financial Officer
SandR idge Energy, Inc.
123 Robert S. Kerr Avenue
Oklahoma City, Oklahoma  73102

Re:   SandR idge Energy, Inc.
Form 10 -K for the Fis cal Year E nded December 31, 2012
Filed March 1 , 2013
Form 10 -Q for the Fiscal Quarter ended March 31, 2013
Filed May 8, 2013
Definitive Proxy Statement on Schedule 14A
Filed May 29, 2013
File No. 001-33784

Dear Mr. LeBlanc:

We have reviewed your filing s and have the following comment s.  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 within ten business days by amending your filing s, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comment s apply  to your facts and cir cumstances or do not
believe amendment s are appropriate, please  tell us why in your response.

After reviewing any amendment s to your filing s and the information you provide in
response to these  comment s, we may have  additional comments.

Form 10 -K for the Fiscal Year ended December 31, 2012

Business, page 1

Business Segments and Primary Operations, page 4

West Texas Overthrust, page 6

1. Please revise your disclosure to discuss and quantify (i) the annual amount of natural gas
that you would be required to deliver to meet the carbon dioxide delivery requiremen t,
(ii) the annual carbon dioxide delivery requirement, and (iii) the liquidated damages per

Eddie M. LeBlanc III
SandR idge Energy, Inc.
July 30 , 2013
Page 2

 1,000 standard cubic feet of carbon dioxide not delivered .  Alternatively, provide the
information necessary to understand the potential impact to earnings and liq uidity if it is
reasonably possible that you will be unable to meet your long -term contractual
obligations under the treating agreement.  Please also disclose the relationship between
the natural gas input and carbon dioxide output, and the methodology tha t liquidation
damages are calculated to comply with Item 1207 of Regulation S -K.

Reserve Quantities, PV -10 and Standardized Measure, page 10

2. You state “the Company estimates that approximately 80% of its current proved
undeveloped reserves will be deve loped by the end of 2014 and all of its current proved
undeveloped reserves will be developed by the end of 2016.”  For purposes of
determining the five year period, Item 1203(d) of Regulation S -K identifies the initial
disclosure and date thereof as the s tarting reference date.  Please tell us if any of your
proved undeveloped volumes disclosed as of December 31, 2012 will take more than five
years since initial disclosure to develop.

3. The footnote to the reserves disclosure on pages 10 and F -65 states tha t prior to 2012,
NGLs  did not comprise a significant portion of total proved reserves and were included
with oil reserves.  Please tell us the net quantities of NGLs for 2011 and 2010 and explain
how you have determined disclosure of these quantities was n ot warranted per the
requirements set forth in FASB ASC 932-235-50-4.

Proved Undeveloped Reserves, page 12

4. Item 1203(b) of Regulation S -K requests that registrants “[d]isclose  material changes in
proved undeveloped reserves that occurred during the year, including proved
undeveloped reserves converted into proved developed reserves.”  It appears you have
disclosed only the PUD volumes that you converted to proved developed stat us.  Please
expand your disclosure to provide a reconciliation of the material changes in the net
quantities of your proved undeveloped reserves due to revisions, extensions/discoveries,
acquisition/divestiture and improved recovery.

Production and Price History, page 14

5. Your disclosure of the production and average sales price on page 14 and elsewhere in
this Form 10 -K excludes separate disclosure of information relating to natural gas liquids.
As Items 1204(a) and 1204(b)(1) of Regulation S -K require s eparate disclosure by final
product sold or produced, please advise or revise your disclosure to provide separate
disclosure relating to natural gas liquids.

Eddie M. LeBlanc III
SandR idge Energy, Inc.
July 30 , 2013
Page 3

 Developed and Undeveloped Acreage, page 15

6. We note from the disclosure on page 15 that a significant percentage of the Company’s
net undeveloped acreage will expire in 2013 and 2014.  Please tell us the net amounts by
product of your December 31, 2012 proved undeveloped oil and gas reserves assigne d to
locations on acreage scheduled to expire in 2013 and in 2014.  Also tell us if all such
proved undeveloped locations are included in a development plan adopted by
management as of December 31, 2012 indicating that these locations are scheduled to be
drilled prior to lease expiration.

Risk Factors

“Unless the Company replaces its oil and natural gas reserves…,” page 35

7. Please expand this risk factor to discuss the impact of the February 2013 sale of the
Permian Basin properties.

“The Company’s devel opment and exploration operations require substantial capital …,” page 37

8. Please provide context for this risk factor by quantifying the amount of your capital
expenditures in the recent past  financed  from asset sales and sales of equity and debt, as
compa red to those capital expenditures financed from cash generated from operations.
Similarly, quantify the amount of capital expenditure that the Company “expects” to
finance from asset sales and other financing arrangements and sales of equity and debt, as
compared to those capital expenditures expected to be finance d from cash generated from
operations .

Management's Discussion and Analysis, page 61

Results by Segment , page 62

9. We see that you have disclosed on page 64 average prices related to your oil and natural
gas production reflecting the impact of derivative contract settlements.  Tell us the extent
to which the derivatives utilized in computing these measures included ins truments that
entailed some cost (e.g. premiums) to acquire, or instruments that reflected terms or
provisions that were effected by amendment for cost prior to or in conjunction with
settlement; please quantify the effects of any such cost recovery on the  average prices
that you have disclosed.

Liquidity and Capital Resources, page 73

10. We note that you depend on funding commitments from third parties for drilling carries
to fund your capital expenditures.  Please quantify the amount you receive from these

Eddie M. LeBlanc III
SandR idge Energy, Inc.
July 30 , 2013
Page 4

 third parties.  Additionally, please discuss whether you expect these amounts to re main
stable in the near future or, if not, why and to what extent these amounts could fluctuate .

Contractual Obligations and Off -Balance Sheet Arrangements, page 78

11. Notwithstanding your textual disclosure at the bottom of page 78, tell us why you have
not included your development agreements with the Mississippian Trust I, Permian Trust
and Mississippian Trust II, and your treating agreement, in your tabular presentation of
contractual obligations pursuant to Item 303(a)(5) of Regulation S -K.  Please also  expand
your disclosure to clarify the extent to which your table of contractual obligations
includes amounts  under  these agreements.

12. Please quantify the payments that would be required under your CO 2 supply arrangement
if you are unable to deliver natura l gas for processing and describe the factors that are
reasonably likely to impact this obligation.

Financial Statements

Note 1  - Summary of Significant Accounting Policies, page F -9

Revenue Recognition and Natural Gas Balancing, page F -13

13. We note that  you account for your two construction contracts under the completed -
contract method of accounting, although you record  contract gains or losses as
development costs within oil and natural gas properties , as part of the full cost pool.  We
understand from your disclosures on pages F -34 and F -42 that these contracts pertain to
the Century Plant and associated compression and pipeline facilities that you constructed
for Occidental Petroleum Corporation during 2012 in exchange for $796.3 million and an
agreeme nt to either provide specific quantities of CO 2 over a thirty -year period by
supplying natural gas for processing, or to provide financial compensation in the event
you unable to deliver natural gas for processing.  Please address the followin g points:

 Please explain how you determined it  was appropriate to record contract losses
amounting to $180 million as additions to the full cost pool  rather than to expense
these amounts as would ordinarily be required to comply with FASB ASC 605 -
35-25-45.  Please clarify the nature and extent of any ownership interest in the
facilities you have retained.  I t should be clear how you determined that contract
losses had the characteristics of assets, were properly accounted for under the full
cost method apar t from the revenues and other expenses incurred in completing
the contract, and why you believe incurring costs to perform under the contract
are properly considered to have been undertaken for your own account, as would
generally be anticipated under Rule  4-10(c)(2) of Regulation S -X.

Eddie M. LeBlanc III
SandR idge Energy, Inc.
July 30 , 2013
Page 5

  Submit the analysis that you performed in determining that you were unable to
make reasonably dependable estimates in selecting the completed contract method
of accounting for these construction contracts, rather than the percentage of
completion method, b ased on the criteria in FASB ASC 605 -35-25-56 through 66.
Given that you received payment for construction according to the percentage of
completion , also explain your perspective on the financial reporting implications
of applying your method in comparis on to the percentage of completion method .

 Since your agreement to provide 3,200 Bcf of CO 2 to Occidental Petroleum
Corporation was entered into in conjunction with these two construction
contracts, it is unclear why you have neither disclosed nor rec ognized a liability
for the value of the CO 2 that you must provide as part of your contract accounting.
Tell us how the value of the CO 2 compares to the payments required if you do not
deliver natural gas for processing, and explain your reasons for defer ring
recognition.

14. We note your disclosure on page F -13 indicating that you recognize revenues and
expenses under day work and footage drilling contracts as services are performed and
that fees received for mobilization and the costs of mobilization are recognized "...over
the term of the related drilling contract."  Although it appears your approach generally
corresponds to the percentage of completion method, we would like to understand how
your accounting differs when the terms of your drilling contrac ts do not correspond
precisely with the time spent drilling.

Please identify any instances in which the contract dates utilized in defining the terms
relied upon as a basis for recognizing mobilization fees preceded or extended beyond the
dates that dri lling services were actually provided for each year covered by your report,
describe the extent to which those periods did not coincide, and quantify where
applicable the difference that would arise if recognition were more precisely aligned with
contract performance.  Tell us the manner by which you have reviewed and confirmed
through observation or inspection the acceptability of the input or output measures
utilized to determine the percentage of completion in accordance with FASB ASC 605 -
35-25-78.

15. We n ote your disclosure  on page 67, under Drilling and Oil Field Services Segment,
stating that you record revenues related to services performed for third -parties, including
third -party working interests in wells that you operate.  Tell us how you determined that
your accounting does not conflict with the guidance in Rule 4 -10(c)(6)(iv)(C) of
Regulation S -X, stating that “no income may be recognized for contractual services
performed on behalf of investors in oil and gas producing activities managed by the
registrant or an affiliate.”

Eddie M. LeBlanc III
SandR idge Energy, Inc.
July 30 , 2013
Page 6

Note 7 - Property, Plant and Equipment, page F -32

16. We note from the Form 8 -K that you filed on May 8, 2013, Note 2(c), that you estimate
you would have “incurred an impairment from full cost ceiling limitations of
approxima tely $102.6 million” during the first quarter of 2013, although you provided no
adjustment because this is not recurring.  Please clarify the basis for this disclosure  and
explain why a full cost ceiling write -down  was not recorded in historical financial
statements for this period .

Note 14 - Derivatives, page F -37

17. We note that you have disaggregated your measures of gain and loss on derivatives into
measures described as "realized" and "unrealized" in the table on page F -39, although
your accompan ying narrative indicates you are presenting "cash settlements and
valuation gain and loss."  Tell us how you determined the realized and unrealized gains
and losses so that we may understand how your method complies with FASB ASC 815 -
10-35-2.  For example,  if realized gains do not reflect only the change in fair value during
the period of settlement, identify the specific elements reflected in each measure (e.g.
premiums paid, change in fair value from period -to-period, and settlement
proceeds/payments).

Given that you have a similar presentation on page 66, with realized gain or loss
attributed to early settlements, amended contracts, and settlements at maturity, please also
explain your rationale for differentiating these categories in your presentation  and
describe any corresponding accounting distinctions.   Please also explain the inconsistent
labeling of these amounts in your disclosures and how the measures would be properly
regarded as valuation gain and loss.

18. Tell us why you have identified rea lized loss on amended derivative contracts in the
amount of $117 million as a positive adjustment in your 2012 reconciliation of net
income to operating cash flows on page F -8.

Note 25 Supplemental Information on Oil and Natural Gas Producing Activities, page F -62

Oil and Natural Gas Reserve Quantities (Unaudited), page F -63

19. Please refer to the requirements set forth in FASB ASC 932-235-50-5.  Revise the
disclosure on page F -64 relating to the 2010, 2011 and 2012 revisions of previous
estimat es to provide the net quantities associated with a change in economic factors
separately from the changes resulting from new information obtained from development
drilling and well performance.

Eddie M. LeBlanc III
SandR idge Energy, Inc.
July 30 , 2013
Page 7

 Form 10 -Q for the Fiscal Quarter  ended March 31, 2013

Note 2 - Acquisitions and Divestitures, page 10

2013 Divestitures, page 13

20. We note from the Form 8 -K that you filed on March 1, 2013 that you sold assets in the
Permian Basin which were held by SandRidge  Exploration and Production LLC, an
entity that you have identified in disclosure and Exhibit 21 to your annual report as a
wholly -owned subsidiary.   Please explain how you computed the loss allocated to the
noncontrolling interest mentioned under this hea ding, and explain how you have properly
identified SandRidge Exploration and Production LLC as a wholly -owned subsidiary
with a minority interest.

21. We note that you allocated net book value to the Permian Properties based on the relative
fair value of pr oved reserves associated with these properties and the oil and natural gas
properties that you retained .  Please explain to us why you did not allocate capitalized
costs under the same methodology as used to compute amortization, pursuant to the
guidance i n Rule 4 -10(c)(6)(i) of Regulation S -X