SecProbe.io

October 21, 2013

Via E -mail
Mr. Kelly Hoffman
Chief Executive Officer
Ring Energy, Inc.
6555 S. Lewis Ave, Suite 200
Tulsa, OK 7413 6

Re: Ring Energy, Inc.
  Registration Statement on Form S-1
Filed  October 1, 2013
  File No.  333-19148 2

Dear Mr. Hoffman :

We have limited our review of your registration statement to those issues we have
addressed in our 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 .  Where 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 registration statement and the information you
provide in response to these  comments , we may have  additional comments.

General

1. Please provide all disclosure  other than the information that Rule 430A permits you to
omit in your next amended registration statement, including any lead managing
underwriters .  Please  note that we will defer review of any amendment that does not
include the names of the lead underwriters.  You may use  brackets to  identify information
that is subject to change prior to effectiveness.

2. All exhibits are subject to our review. Accordingly,  please file or submit all of your
exhibits with your next amendment, or as soon as possible. For example, please file the
lock-up agreements with your executive officers and your directors described at page 25.
Please also file the  Joint Development Agre ement dated effective October 16, 2013  and
the August 2013 extension to  your revolving credit facility  described at page 63.  Please
note that we may have comments on the legal opinion and other exhibits once they are

Mr. Kelly Hoffman
Ring Energy, Inc.
October 21, 2013
Page 2

 filed. Understand that we will need ad equate time to review these materials before
accelerating effectiveness .

3. Prior to the effectiveness of the registration statement, please arrange to have FINRA call
us or provide us with a letter indicating that FINRA has completed its review, including
its review regarding the underwriting compensation terms and arrangements of this
offering, and has no objections.

Use of Proceeds , page 21

4. We note your disclosure that the proceeds from the sale of your shares will be used for
general corporate purposes , which may include capital expenditures, repayment of debt,
drilling and development of properties and possible acquisitions .  Please note that you
will need to disclose this capital allocation in greater detail, depending on the materiality
of the amount s involved.  Briefly discuss the principal reasons for the offering at this
time.  See generally Item 504 of Regulation S -K; see Instruction 4 if you determine to
repay outstanding indebtedness .

Description of Capital Stock , page 28

5. You disclose that a “ vote by the holders of a majority of [y]our outstanding shares of
Common Stock entitled to vote is required to effectuate an amendment to [y]our bylaws.”
However, your articles of incorporation reflect that the “authority to adopt, amend or
repeal bylaws is reserved exclusively to the Board of Directors.”  Please advise or revise.

6. We note you urge investors to “read applicable Delaware law” as it defines their rights as
holders of your common stock.  However, you disclose elsewhere that you are a Nevada
corporation.  Please advise or revise.

About the Company, page 32

Internal Controls Over Reserve Estimates, page 45

7. You disclose that your reserve estimates are reviewed and approved by your Operations
Vice President and Chief Executive Officer.  You als o disclose at page 41 that your
proved reserves and related valuations are based on reserve data compiled by Mr.
Arguijo.  Please clarify the technical person primarily responsible for overseeing your
reserve audit and disclose his or her  qualifications.  See Item 1202(a)(7) of
Regulation S -K.

Undertakings, page II -3

8. If you intend to rely on Rule 430A, please include the undertaking required by Item
512(i) of Regulation S -K.

Mr. Kelly Hoffman
Ring Energy, Inc.
October 21, 2013
Page 3

Signatures

9. We note that the registration statement has not been signed by your chief executive
officer or chief financial officer in those capacities pursuant to Instruction 1 to
"Signatures"  in Form  S-1. Please amend your Form  S-1 to have your chief executive
office r and chief financial officer sign in those respective capacities.  In addition, p lease
ensure that your signature page is dated concurrent with the date you file your
amendment.

10. Please revise your signature certification language with respect to the signatures of your
Directors to reflect the language set forth in Form S -1.

Exhibits

11. Exhibits 23.2, 99.1 and 99.2 were filed in an un -searchable format.  Please amend your
filing to resubmit these exhibits in a text searchable format.   See Section 5.1 of the
EDGAR Filer Manual, Volume II: “Edgar Filing,” Version 21 (October 2012) and Item
301 of Regulation S -T.

12. Please submit the interactive  data files required by Item 601(b)(101) of Regulation S -K.
It does not appear that these intera ctive  data files have been submitted wit h this
registration statement.   Please advise.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstand ing our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated au thority, declare the
filing effective, it does not foreclose the Commission 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

Mr. Kelly Hoffman
Ring Energy, Inc.
October 21, 2013
Page 4

  the company  may not assert staff comments and 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 requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of  the
registration statement.

Please contact Karina V. Dorin, Staff Attorney , at (202) 551 -3763 or me at (202) 551 -
3611 with any other questions.

Sincerely,

 /s/ A.N. Parker

Anne Nguyen Parker
Branch Chief

cc: Mark L. Jones