SecProbe.io

August 15, 2014

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, 2013
Filed February 28, 2014
Form 10 -K for the Fiscal Year Ended December 31, 2012
Filed March 1, 2013
Response letter dated February 19, 2014
File No. 001-33784

Dear Mr. LeBlanc:

We have reviewed your filings and response letter an d have the following additional
comments.

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 wil l 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, 201 3

Financial Statements

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

Revenue Recognition and Natural Gas Balancing, page F -13

1. We note that you have not complied with prior comment 5 of our comment letter dated
February 4, 2014, regarding income you have recognized for services performed on
behalf of third -parties having interests in wells tha t you operate.  We previously advised
that Rule 4 -10(c)(6)(iv)(C) of Regulation S -X precludes your reliance on the guidance in
Rule 4-10(c)(6)(iv)(B), under these circumstances, in stating that “notwithstanding the

SandR idge Energy, Inc.
August 15, 2014
Page 2

 provisions of paragraphs (i)(6)(iv) (A) a nd (B) of this section, 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.”  We also previously
advised that we regard an operator of oil and gas properties to be a manager that is
subject to the prohibition imposed by this guidance.  We continue to believe you will
need to revise your accounting policy to conform.  If you believe the resulting errors in
your accounting are not material and you prefer to limit compliance to future filings,
please submit the analysis that you performed in formulating your view.

Note 12 - Construction Contracts, page F -34

2. We have read your response to prior comment one, setting forth your views on the
accountin g for both the annual , and end -of-contract CO2 delivery shortfall liabilit ies, and
understand that while you believe FASB ASC 450 -20 is applicable, you have not accrued
a liability for the end -of-contract penalty because you do not yet consider payment to be
probable and estimable.  However, we also  note that you recorded a liability for the 2013
annual CO2 delivery shortfall on December 31, 2013 , even though the amount appears to
have been estimable in an earlier period of time and possibly at the beginnin g of
2013.   For example, you disclose on pages 6, 78 and F -42 of your 2012 Form 10 -K that
“the Company expects to accrue between $29.5 million and $36.0 million at December
31, 2013,” due to the penalty provisions of the treating agreement .

We understan d that your annual delivery requirements would be assessed on a calendar
year basis under your agreement in applying FASB 450 -20.  Accordingly, you should
recognize  the probable loss each fiscal quarter  once it becomes reasonably estima ble, i.e.
when you e xpect an annual shortfall to occur and require a penalty payment on January 1
of the following calendar year , as a liability pursuant to  FASB ASC 450 -20-25-1 and 25 -
2.  A similar approach should be applied to the end -of contract penalty provisions.

Please  revise your financial st atements accordingly ; if you believe the effects would not
be material and prefer to limit compliance to future filings , please submit the analysis
underlying your view.  In either case, please revise your disclosures under this he ading
and MD&A where indicated  and appropriate , to include the following information.

 The cumulative under -deliver ed quantity of CO2 a t each balance sheet date , the
amount of the possible end-of-contract penalty related to this quantity , and the
extent to which this has been accrued each period based on your probability
assessment s.

 The annual penalty  that will arise based on current period under -deliveries unless
over-deliveries are made during the remainder of the year , and the extent to which
this has been accrued each period based on your probability assessment s.

SandR idge Energy, Inc.
August 15, 2014
Page 3

  Any constraints on your ability to over -deliver CO2 in future years  to offset the
cumulative under -deliveries  to date , including a discussion of plant capacity , and
the manne r by which this is shared with the counterparty .

 Any reasonably possible future delivery scenarios having material implications
should be addressed in MD&A (e.g., the extent to which you are expecting
delivery shortfalls to continue should be addressed  if it is reasonably possible that
future over -deliveries will be materially insufficient to offset these amounts ).

 Salient details of the provisions which govern your ability to reduce liquidating
damages and to terminate the contract  early , including the amounts you would
need to pay, the manner in which these are calculated at any given date, and your
assessment o f any reasonably possible scenarios evoking these provisions .

 Clarify the meaning of the language “net of any accrued annual  shortfalls”  that is
used on page 31 of your June 30, 2014 Form 10 -Q in discussing the remaining
quantities  to be delivered  under your contract .

 The annual and end -of-contract penalty  per Bcf amounts should accompany any
related discussion of the  CO2 delivery shortfalls.

3. We have considered your responses to prior comments two and three, pertaining to your
accounting for the constru ction of the Century Plant, and the views you have shared
subsequently in the course of discussing this matter.  We understa nd that you do not
consider the Century Plan t arrangement to be a revenue generating agreement , and that
you entered into the construction and treating agreement s solely for the purpose of
developing your Pinon Field reserves .  As discussed in our conference call on August 12,
2014, considering the foregoing, we will not object to your view of the construction
related expenditures as development costs as defined in Rule 4 -10(a)(7) of Regulation S -
X.  However, you will need to revise your 2011 and 2012 financial statements and related
disclosure s in your 2013 Form 10 -K to be consistent in account ing for the Century Plant
construction activity within  the full cost pool .  Accordingly, the related revenues and
expenses recognized in y our Statements of Operations should be removed and booke d
directly to the oil and gas properties account .  Please revise your accounting and all
related disclosures to conform .  Please also expand your disclosure to include the detail s
that form ed the basi s for your accounting  for this contract under the full cost method ,
e.g., the reasons you entered into the contract , and specify  the net costs incurred  and the
amount of the construction reimbursements from Occidental .

SandR idge Energy, Inc.
August 15, 2014
Page 4

 You may contact Michael Fay, Sta ff Accountant, at (202) 551 -3812  or Karl Hiller,
Branch Chief, at (202) 551 -3686 if you have questions regarding our comments.   Please contact
me at (202) 551 -3745 with any other questions.

Sincerely,

        /s/H. Roger Schwall

        H. Roger Schwall
        Assistant Director