SecProbe.io

July 30, 2014

Via E -mail
William R. Broaddrick
Chief Financial Officer
Ring Energy, Inc.
700 Milam Street, Suite 1100
Midland, Texas 7 7002

Re: Ring Energy, Inc.
 Registration Statement on Form S -1
Filed July 11, 2014
File No. 333-197359

Dear Mr.  Broaddrick :

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.

Registra tion Statement on Form S -1

General

1. We note that you filed a Prospectus Supplement pursuant to Rule 424(b)(3) on July  15,
2014.  That Supplement was for an offering that was declared effective on February 6,
2014 (the Prior Offering).  However, you have attached to the Supplement the prospectus
contained in the Form S -1 filed on July 11, 2014 (the Current Offering), whic h is a
different offering.  Explain to us why believe that was appropriate to do so and why that
does not constitute an offer for the shares in the Current Offering.  In this regard, we note
that a ny prospectus for the Current Offering prior to effectivene ss would have to be filed
pursuant to Rule 424(a).  As part of your response, tell us whether you have sold any
securities with the Supplement.

William R.  Broaddrick
Ring Energy, Inc.
July 30, 2014
Page 2

 2. While you did not check the box on the Registration Statement Cover Page indicating
that you are a small er reporting company (SRC), you indicate on page 52 that you are an
SRC and have provided the level of disclosure provided by an SRC.  Please  revise your
registration statement to provide the disclosure required of non-smaller reporting
companies.   For example, p rovide consolidated statements of income and cash flows for
each of the three fiscal years preceding the date of your most recent audited balance
sheet , as well as compensation data for your principal executive officer, your principal
financial officer, an d your three most highly compensated executive officers other than
the principal executive officer and principal financial officer .  See Item 10(f) of
Regulation S -K.  In this regard, we note that aggregate market value of the common
voting stock held by n on-affiliates as of June 30, 2014 (the end of your second quarter)
was $110 million exceeding the limit of $75  million threshold for an SRC set forth in
Rule  405 of Regulation C.

Selling Stockholders, page 24

3. Please disclose whether any selling stockholder  is a registered broker -dealer or  an
affiliate of a registered broker -dealer.   Please be advised that all selling stockholders who
are registered brok er-dealers or affiliates of registered broker -dealers and who did not
receive their securities as compensation for investment banking or similar services must
be identified as underwriters.   Your statement on page 27 that “the SEC may deem a
Selling Stockholder and any broker -dealers or agents who participate in the distribution
of Common Stock to b e ‘underwriters’” is insufficient in that regard.

Closing Comments

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 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 disclosure, 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 provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commissi on 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 acc uracy of the disclosure in the filing; and

William R.  Broaddrick
Ring Energy, Inc.
July 30, 2014
Page 3

  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 thei r 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 rev iew any amendment prior to the requested effective date of the
registration statement.

Please contact P arhaum J. Hamidi , Staff Attorney, at (202) 551 -3421 or, in his absence,
the undersigned  at (202) 551 -3745 with any questions.

Sincerely,

 /s/H. Roger Schwall

 H. Roger Schwall
Assistant Director

cc: Mark L. Jones
Burleson LLP