SecProbe.io

January 30, 2014

Via E -mail
Mr. Kelly Hoffman
Chief Executive Officer
Ring Energy, Inc.
200 N. Loraine Street
Midland, Texas  79701

Re: Ring Energy, Inc.
  Amendment No. 1 to Registration Statement on Form S-1
Filed  January 24, 2014
  File No.  333-191483

Dear Mr. Hoffman :

We have limited our review of your amended  registration statement and letter dated
January 24, 2014 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.

Selling Stockholders, page 22

1. Please revise your tabular disclosure to clearly reflect the shares beneficially owned prior
to and following the offering .  In that regard, we note that although you disclose that the
table has been prepared on the assumption that all resale shares will be sold, the table
reflects that shares beneficially owned after the offering are either the same as those
owned prior to t he offering or increase.

2. You disclose that your tabular disclosure sets forth information as of January 23, 2014.
However, footnote 4 states that the applicable percentage ownership is based on the
shares outstanding as of September 18, 2013.  Please adv ise or revise.

Mr. Kelly Hoffman
Ring Energy, Inc.
January 30, 2014
Page 2

 Exhibit 5.1

3. Please have counsel revise its opinion to remove the assumption included in clause ( H) of
the fourth paragraph thereof , and to state in the fifth paragraph thereof that the Resale
Shares are validly issued, fully paid and non -assessable as such shares are already issued
and outstanding .

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

 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 confir mation
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.

Mr. Kelly Hoffman
Ring Energy, Inc.
January 30, 2014
Page 3

 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