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 Document Ring Energy, Inc. 1725 Hughes Landing Blvd., Suite 900 The Woodlands, Texas 77380 (281) 397-3699 April 30, 2025 Via EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attn: Cheryl Brown Re:    Request for Acceleration of Effectiveness of Registration Statement on Form S-3 (Registration No. 333-286646) of Ring Energy, Inc. Ladies and Gentlemen: On behalf of Ring Energy, Inc., and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above referenced Registration Statement on Form S-3 be accelerated to 5:00 p.m., Washington, D.C. time, on Friday, May 2, 2025, or as soon as practicable thereafter. Thank you for your assistance in this matter. If you need additional information, please contact Adam J. Fogoros of Jones & Keller, P.C. at (303) 573-1600.     Very truly yours, RING ENERGY, INC. By:   /s/ Paul D. McKinney Name:   Paul D. McKinney Title:   Chairman and Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 29, 2025

Paul D. McKinney
Chief Executive Officer
Ring Energy, Inc.
1725 Hughes Landing Blvd., Suite 900
The Woodlands, TX 77380

 Re: Ring Energy, Inc.
 Registration Statement on Form S-3
 Filed April 18, 2025
 File No. 333-286646
Dear Paul D. McKinney:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Cheryl Brown at 202-551-3905 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Adam J. Fogoros, Esq.
</TEXT>
</DOCUMENT>

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Ring Energy, Inc.

1725 Hughes Landing Blvd., Suite 900

The Woodlands, Texas 77380

(281) 397-3699

January 8, 2025

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549

Attn: Daniel Morris

Re:    Request for Acceleration of Effectiveness of Registration Statement on Form S-3 (Registration No. 333-283978) of Ring Energy, Inc.

Ladies and Gentlemen:

On behalf of Ring Energy, Inc., and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the effective date of the above referenced Registration Statement on Form S-3 be accelerated to 5:00 p.m., Washington, D.C. time, on Friday, January 10, 2025, or as soon as practicable thereafter.

Thank you for your assistance in this matter. If you need additional information, please contact Adam J. Fogoros of Jones & Keller, P.C. at (303) 573-1600.

Very truly yours,

RING ENERGY, INC.

By:   /s/ Paul D. McKinney

Name:   Paul D. McKinney

Title:   Chairman and Chief Executive Officer

December 27, 2024
Paul McKinney
Chief Executive Officer
RING ENERGY, INC.
1725 Hughes Landing Blvd., Suite 900
The Woodlands, Texas 77380
Re:RING ENERGY, INC.
Registration Statement on Form S-3
Filed December 20, 2024
File No. 333-283978
Dear Paul McKinney:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Daniel Morris at 202-551-3314 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Adam J. Fogoros

United States securities and exchange commission logo
June 21, 2023
Travis T. Thomas
Chief Financial Officer
Ring Energy, Inc.
1725 Hughes Landing Blvd., Suite 900
The Woodlands, TX 77380
Re:Ring Energy, Inc.
Form 10-K for Fiscal Year Ended December 31, 2022
File No. 001-36057
Dear Travis T. Thomas:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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Ring Energy, Inc.

1725 Hughes Landing Blvd., Suite 900

The Woodlands, TX 77380

Telephone: 281-397-3699

June 15, 2023

VIA EDGAR AND OVERNIGHT COURIER

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:

 Jennifer O’Brien, Staff Accountant

 Shannon Buskirk, Staff Accountant

 Division of Corporation Finance

 Office of Energy & Transportation

Re: Ring Energy, Inc.

 Form 8-K filed May 4, 2023

 File No. 001-36057

Ladies and Gentlemen:

Set forth below is the response of Ring Energy, Inc. (the “Company”) to the comment of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its letter dated June 13, 2023 with respect to the Form 8-K referenced above. For your convenience, the text of the Staff comment is set forth below in bold followed by the response of the Company.

Form 8-K filed May 4, 2023

Exhibit 99.1

First Quarter 2023 Highlights and Recent Key Items, page 1

Comment 1.    We note your response to prior comment 9 and your proposed disclosure of the reconciliation necessary to derive the Leverage Ratio as set forth in your Second Amended and Restated Credit Agreement dated as of August 31, 2022. To the extent that this Leverage Ratio is a material covenant in your credit agreement, please revise your discussion to include the amount or limit required for compliance with the covenant and the actual or reasonably likely effects of compliance or non-compliance with the covenant on the company's financial condition and liquidity. Refer to Question 102.09 of the Non-GAAP Compliance and Disclosure Interpretations.

    Response:  In future disclosures, the Company will include the limit required for compliance with its debt covenant regarding its Leverage Ratio, which must not be greater than 3.0 to 1.0. This debt covenant, as well as a summary description of the referenced credit agreement, is described in our Annual Report on Form 10-K for the year ended December 31, 2022. As the Company is well within compliance of this ratio's requirement, it does not have a concern regarding its financial condition or liquidity.

Set forth below is the leverage ratio calculation as of the Company’s most recent fiscal quarter end and it is in the format the Company intends to use in future releases.

   (Unaudited)

   For the three months ended  Last Three Quarters Annualized

EBITDAX Calculation:   September 30, 2022 December 31, 2022 March 31, 2023

Consolidated Net Income (Loss)   $ 75,085,891   $ 14,492,669   $ 32,715,779    $ 163,059,119

Plus: Consolidated Interest Expense   7,021,381   9,468,688   10,390,279    35,840,464

Plus: income tax expense   4,315,783   2,541,980   2,029,943    11,850,275

Plus: depreciation, depletion and amortization   14,324,502   20,885,774   21,271,671    75,309,263

Plus: non-cash charges acceptable to Administrative Agent   (45,926,132)  7,962,406   (7,823,887)   (61,050,151)

Consolidated EBITDAX   $ 54,821,425   $ 55,351,517   $ 58,583,785    $ 225,008,969

Plus: Pro Forma Acquired EBITDAX   22,486,182      29,981,576

Pro Forma Adjusted EBITDAX   $ 77,307,607   $ 55,351,517   $ 58,583,785    $ 254,990,545

Non-cash charges acceptable to Administrative Agent:

Asset retirement obligation accretion   $ 243,140   $ 365,747   $ 365,847

Unrealized loss (gain) on derivative   (47,712,305)  5,398,615   (10,133,430)

Share-based compensation   1,543,033   2,198,044   1,943,696

Total non-cash charges acceptable to Administrative Agent   $ (45,926,132)  $ 7,962,406   $ (7,823,887)

   As of

Leverage Ratio Covenant   March 31, 2023

Consolidated Total Debt   $ 422,000,000

Pro Forma Adjusted EBITDAX   $ 254,990,545

Leverage Ratio   1.65

Maximum Allowed   ≤ 3.00x

    The Company acknowledges that it and its management are responsible for the accuracy and adequacy of the Company’s disclosures, notwithstanding any review, comments, action or absence of action by the Staff.

*  *  *

We hope the foregoing response adequately addresses the Staff’s comment. Please do not hesitate to contact me at 281-397-3699 with any questions or comments regarding this letter. You may also contact our counsel, Reid A. Godbolt, Esq. by telephone at (303) 573-1600 or by email at rgodbolt@joneskeller.com.

Very truly yours,

                                RING ENERGY, INC.

                                /s/ Travis T. Thomas

                                Travis T. Thomas

                                Chief Financial Officer

cc:    Reid A. Godbolt, Esq., Jones & Keller, P.C.

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United States securities and exchange commission logo
June 13, 2023
Travis T. Thomas
Chief Financial Officer
Ring Energy, Inc.
1725 Hughes Landing Blvd., Suite 900
The Woodlands, TX 77380
Re:Ring Energy, Inc.
Form 10-K for Fiscal Year Ended December 31, 2022
Form 8-K filed May 4, 2023
Response dated June 1, 2023
File No. 001-36057
Dear Travis T. Thomas:
            We have reviewed your June 1, 2023 response to our comment letter and have the
following 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
May 16, 2023 letter.
Form 8-K filed May 4, 2023
Exhibit 99.1
First Quarter 2023 Highlights and Recent Key Items, page 1
1.We note your response to prior comment 9 and your proposed disclosure of
the reconciliation necessary to derive the Leverage Ratio as set forth in your Second
Amended and Restated Credit Agreement dated as of August 31, 2022. To the extent that
this Leverage Ratio is a material covenant in your credit agreement, please revise your
discussion to include the amount or limit required for compliance with the covenant and
the actual or reasonably likely effects of compliance or non-compliance with the covenant
on the company's financial condition and liquidity. Refer to Question 102.09 of the Non-
GAAP Compliance and Disclosure Interpretations.

 FirstName LastNameTravis T. Thomas
 Comapany NameRing Energy, Inc.
 June 13, 2023 Page 2
 FirstName LastName
Travis T. Thomas
Ring Energy, Inc.
June 13, 2023
Page 2
            You may contact Jennifer O'Brien, Staff Accountant, at 202-551-3721 or Shannon
Buskirk, Staff Accountant, at 202-551-3717 if you have any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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Ring Energy, Inc.

1725 Hughes Landing Blvd., Suite 900

The Woodlands, TX 77380

Telephone: 281-397-3699

June 1, 2023

VIA EDGAR AND OVERNIGHT COURIER

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:

 Jennifer O’Brien, Staff Accountant

 Shannon Buskirk, Staff Accountant

 Division of Corporation Finance

 Office of Energy & Transportation

Re: Ring Energy, Inc.

 Form 10-K for Fiscal Year Ended December 31, 2022

 Form 8-K filed May 4, 2023

 File No. 001-36057

Ladies and Gentlemen:

Set forth below is the response of Ring Energy, Inc. (the “Company”) to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its letter dated May 16, 2023 with respect to the Form 10-K and Form 8-K referenced above. For your convenience, the text of each Staff comment is set forth below in bold followed by the response of the Company.

Form 10-K for Fiscal Year Ended December 31, 2022

Proved Undeveloped Reserves, page 38

Comment 1.    Your disclosure of the changes in proved undeveloped reserves during 2022, other than volumes converted, states the increase was primarily attributable to the Stronghold Acquisition. Your explanation does not appear to address the additional factors identified in the change in your total proved reserves, including but not limited to removal of the Company’s Delaware basin proved undeveloped reserves, which may also have an effect on proved undeveloped reserves. Please expand your disclosure to identify and quantify the volumes of proved undeveloped reserves associated with each contributing change factor separately, including offsetting factors, so the entire change volume is fully explained. This comment also applies to the explanation of the changes in proved undeveloped reserves provided on page F-39 to the extent that you include an explanation under the section “Supplemental Information on Oil and Natural Gas Producing Activities." Refer to the disclosure requirements in Item 1203(b) of Regulation S-K.

    Response:  The Stronghold Energy acquisition accounted for 96% of the change when excluding volumes converted from this category to the “PDP” category. The Company believes the other changes were individually and in the aggregate not material. However, the Company will provide more detail in future disclosures regarding changes to proved undeveloped reserves in sufficient detail to tie out all of the percentage changes to the nearest percent.

Comment 2.    We note the disclosure on page 39 indicating that you expect all currently scheduled PUD locations to be drilled over the next five years beginning in 2023. Please expand your disclosure to clarify, if true, that the proved undeveloped reserves as of December 31, 2022 are part of a development plan adopted by management including approval by the Board, if approval is required, that results in converting your proved undeveloped reserves to developed status within five years of initial disclosure as proved reserves. Refer to Rule 4-10(a)(31)(ii) of Regulation S-X and the question 131.04 in the Compliance and Disclosure Interpretations (C&DIs) regarding Oil and Gas Rules.

    Response:  The Company confirms that it plans to drill all scheduled PUD locations within the next five years and within the five years following the initial disclosure of the PUDs as proved reserves. All PUDs are tracked with respect to the year the reserves were initially booked to verify compliance. The PUD schedule of the Company is reviewed and approved by management as part of its reserves control process and the schedule is also reviewed by its independent petroleum engineers. An example of disclosure would include the listed factors, if applicable, that are described above in the comment. The Company will expand its future disclosures to clarify that the PUDs are part of a development plan adopted by management, including approval by the board of the directors of the Company, if approval is required, that results in converting the Company’s proved undeveloped reserves to developed status within five years of initial disclosure as proved reserves.

Comment 3.    If there are material amounts of proved undeveloped reserves that are not scheduled to be developed within five years of your initial disclosure of these reserves, please expand your disclosure to explain the reasons for the delay. Refer to Item 1203(d) of Regulation S-K and question 131.03 in the Compliance and Disclosure Interpretations (C&DIs).

    Response:  The Company confirms that there are no proved undeveloped reserves that are not scheduled to be developed in five years of initial disclosure of such reserves. It will confirm this specifically in future disclosures.

Acreage, page 40

Comment 4.    Please expand your disclosure of developed and undeveloped acreage to additionally include the figures relating to acreage in which you hold royalty and overriding royalty interests. Refer to Items 1208(a) and 1208(b) of Regulation S-K.

    Response:  The royalty acres are an extremely small part of the Company’s acreage and future disclosures will not refer to overriding royalty acreage in the event such holdings continue to be such an extremely small part of the Company’s acreage.  If required, the Company’s future disclosures will set forth the acreage in gross and net acres and otherwise will comply with Regulation S-K.

Exhibits and Financial Statement Schedules

Exhibit Number 99.1 Reserve Report of Cawley, Gillespie & Associates, Inc., page 66

Comment 5.    We note the reserves report incorporates an “as of date” of January 1, 2023 rather than an “as of date” of December 31, 2022 as utilized throughout your filing on Form 10-K. Please note SEC reserve evaluations, based on historical average prices and costs, provide an estimate of reserves using an effective date as of the end of a time period or "as of fiscal year-end," e.g. as of December 31, 2022. Please revise the disclosures throughout reserves report to use an appropriate "as of date.” Refer to the disclosure requirements in Items 1202(a)(8)(ii) and 1202(a) of Regulation S-K.

    Response:  This comment was discussed with the Company’s independent petroleum engineer, Cawley, Gillespie & Associates, Inc. The January 1 date format was kept consistent with prior year’s annual filings (dating back to 2015) and while the Company believes it has no effect on value or reserves estimates, an “as of” date of December 31 will be provided and used by the Company in future disclosures.

Supplemental Information on Oil and Natural Gas Producing Activities (Unaudited)

Reserves Quantities Information, page F-37

Comment 6.    We note your explanation of the change in total proved reserves due to “Revisions of Previous Quantity Estimates” appears to combine changes from separate and unrelated causes, e.g., the result of converting from reporting reserves in two-streams (oil and gas) to three-streams (oil, NGLs, and gas), the removal of the Company’s Delaware basin proved undeveloped reserves, well performance, increased cost from 2022 industry activity, and increased commodity pricing. Expand your disclosure to identify and quantify the volumes of total proved reserves associated with each contributing change factor separately, including offsetting factors, so the entire change volume is fully explained. This comment also applies to the explanation of the change in total proved reserves due to revisions provided on page 35 to the extent that you include an explanation under the Properties section and to the disclosure of significant changes in total proved reserves for each line item shown in the reserves reconciliation, other than production, and for each of the periods

2

presented, e.g. the periods ending December 31, 2022 and 2021, as applicable. Refer to the disclosure requirements in FASB ASC 932-235-50-5 and Instruction 1 to Item 302(b) of Regulation S-K.

    Response:  Of the 138,122 MBOE total proved reserves as reported at year end 2022, the revisions of previous quantity estimates of 1,186 MBOE were less than 1%. The Company provided only a descriptive outline of the factors included in revision because of these small changes. However, in future disclosures, a quantitative description of the components of the changes will be provided in compliance with Regulation S-K. Example disclosure would include a breakdown of the relevant revisions, which could include revisions due to price, technical revisions (which are referred to by some as performance revisions but also include revisions due to changes in ownership and other administrative changes), additions and subtractions, acquisitions, and sale of minerals in place.

Comment 7.    We note the proved reserves reconciliations for 2022 and 2021 disclosed on pages F-38 and F-39 do not include a column for total barrel of oil equivalent (Boe); however, the explanations of the individual line item volumes are provided in Boe amounts. For better correlation, expand these reconciliations to include a Boe column similar to those disclosed on page 35, or revise the volume amounts provided in the explanations.

    Response:  In future disclosures, the Company will add a “Boe” column in the financial statement presentation to be consistent with and correlate to the disclosure under “Reserve Quantity Information” in the body of a Form 10-K.

Standardized Measure of Discounted Future Net Cash Flows, page F-39

Comment 8.    Please expand the discussion accompanying the presentation of the standardized measure to clarify, if true, that future cash flows take into account the estimated abandonment costs for your proved properties. Refer to FASB ASC 932-235-50-36. If the abandonment costs, including such costs related to your proved undeveloped locations, have not been included for each of the periods presented, e.g. as of December 31, 2022, 2021 and 2020, respectively, please explain to us your rationale for excluding these costs from your calculation of the standardized measure.

    Response:  The Company confirms that the future cash flows disclosed in the referenced 10-K take into account the estimated abandonment costs for the Company’s proved properties. The reserve report included as an exhibit to the 10-K indicates this fact. In future disclosures, the Company will provide specific disclosure in the body of 10-K to such effect.

Form 8-K filed May 4, 2023

Exhibit 99.1

First Quarter 2023 Highlights and Recent Key Items, page 1

Comment 9.    We note your disclosure of a Leverage Ratio and footnote 2 indicating that the amount is based on annualized third and fourth quarter 2022 and first quarter 2023 EBITDA adjusted for the pro-forma effects of the Stronghold Transaction. Based on the manner in which this ratio is calculated, please tell us how you considered whether this Leverage Ratio is a non-GAAP measure. If this is a non-GAAP measure, it appears necessary to provide disclosure consistent with Item 10(e) of Regulation S-K. In addition, please consider Question 102.10 of the Non-GAAP Compliance and Disclosure Interpretations and the example regarding the presentation of a ratio without also presenting the ratio calculated using the most directly comparable GAAP measure with equal or greater prominence.

    Response:  The Company considers the measure to be a key performance indicator, calculated based on trailing twelve-month GAAP financial figures, except for the pro-forma effects of the Stronghold Transaction. In subsequent earnings releases, the Company will include a table showing the calculation of the Leverage Ratio, which is set forth in its Second Amended and Restated Credit Agreement dated as of August 31, 2022, as follows:

“‘Leverage Ratio’ shall mean, as of any date, the ratio of (i) Consolidated Total Debt as of such date to (ii) Consolidated EBITDAX for the four (4) consecutive Fiscal Quarters ending on or immediately prior to such date for which financial statements are required to have been delivered under this Agreement; provided that for the purposes of the definition of ‘Leverage Ratio’, (a) for the Fiscal Quarter ending September 30, 2022, Consolidated EBITDAX will be calculated by multiplying Consolidated EBITDAX for such Fiscal Quarter by four (4), (b) for the Fiscal Quarter

3

ending December 31, 2022, Consolidated EBITDAX will be calculated by multiplying Consolidated EBITDAX for the two (2) Fiscal Quarter period ending on December 31, 2022 by two (2), (c) for the Fiscal Quarter ending March 31, 2023, Consolidated EBITDAX will be calculated by multiplying Consolidated EBITDAX for the three (3) Fiscal Quarter period ending on March 31, 2023 by four-thirds (4/3), and (d) for each Fiscal Quarter thereafter, Consolidated EBITDAX will be calculated by adding Consolidated EBITDAX for the four (4) consecutive Fiscal Quarters ending on such date.”

“‘Consolidated EBITDAX’ shall mean, for the Borrower and its Subsidiaries for any period, an amount equal to the sum of (i) Consolidated Net Income for such period plus (ii) to the extent deducted in determining Consolidated Net Income for such period, and without duplication, (A) Consolidated Interest Expense, (B) income tax expense determined on a consolidated basis in accordance with GAAP, (C) depreciation, depletion and amortization determined on a consolidated basis in accordance with GAAP, (D) exploration expenses determined on a consolidated basis in accordance with GAAP, and (E) all other non-cash charges acceptable to the Administrative Agent determined on a consolidated basis in accordance with GAAP, in each case for such period minus (iii) all noncash income added to Consolidated Net Income for such period; provided that, for purposes of calculating compliance with the financial covenants set forth in Article VI, to the extent that during such period any Loan Party shall have consummated an Acquisition permitted by this Agreement or any sale, transfer or other disposition of any Person, business, property or assets permitted by this Agreement, Consolidated EBITDAX shall be calculated on a Pro Forma Basis with respect to such Person, business, property or assets so acquired or disposed of.”

Set forth below is the leverage ratio calculation for the Company’s most recent fiscal quarter and it is in the format the Company intends to use in future releases.

   (Unaudited)

EBITDAX Calculation:   Q3 2022 Q4 2022 Q1 2023  Annualized LQA

Consolidated Net Income (Loss)   75,085,891   14,492,669   32,715,779    163,059,119

Plus: Consolidated Interest Expense   7,021,381   9,468,688   10,390,279    35,840,464

Plus: income tax expense   4,315,783   2,541,980   2,029,943    11,850,275

Plus: depreciation, depletion and amortization   14,324,502   20,885,774   21,271,671    75,309,263

Plus: non-cash charges acceptable to Administrative Agent   (45,926,132)  7,962,406   (7,823,887)   (61,050,151)

Consolidated EBITDAX   54,821,425   55,351,517   58,583,785    225,008,969

Plus: Pro Forma Acquired EBITDAX   22,486,182      29,981,576

Pro Forma Adjusted EBITDAX   77,307,607   55,351,517   58,583,785    254,990,545

Non-cash charges acceptable to Administrative Agent:

Asset retirement obligation accretion   243,140   365,747   365,847

Unrealized loss (gain) on derivative   (47,712,305)  5,398,615   (10,133,430)

Share-based compensation   1,543,033   2,198,044   1,943,696

Total non-cash charges acceptable to Administrative Agent   (45,926,132)  7,962,406   (7,823,887)

Leverage Ratio Covenant

Consolidated Total Debt   422,000,000

Pro Forma Adjusted EBITDAX   254,990,545

Leverage Ratio   1.65

4

Financial Overview

General and Administrative Expenses (“G&A”), page 5

Comment 10.    We note your discussion of G&A, excluding non-cash share-based compensation and G&A, excluding transaction costs and non-cash share-based compensation, in narra

United States securities and exchange commission logo
May 16, 2023
Travis T. Thomas
Chief Financial Officer
Ring Energy, Inc.
1725 Hughes Landing Blvd., Suite 900
The Woodlands, TX 77380
Re:Ring Energy, Inc.
Form 10-K for Fiscal Year Ended December 31, 2022
Form 8-K filed May 4, 2023
File No. 001-36057
Dear Travis T. Thomas:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2022
Proved Undeveloped Reserves, page 38
1.Your disclosure of the changes in proved undeveloped reserves during 2022, other than
volumes converted, states the increase was primarily attributable to the Stronghold
Acquisition. Your explanation does not appear to address the additional factors identified
in the change in your total proved reserves, including but not limited to removal of the
Company’s Delaware basin proved undeveloped reserves, which may also have an effect
on proved undeveloped reserves. Please expand your disclosure to identify and quantify
the volumes of proved undeveloped reserves associated with each contributing change
factor separately, including offsetting factors, so the entire change volume is fully
explained. This comment also applies to the explanation of the changes in proved
undeveloped reserves provided on page F-39 to the extent that you include an explanation
under the section “Supplemental Information on Oil and Natural Gas Producing
Activities." Refer to the disclosure requirements in Item 1203(b) of Regulation S-K.

 FirstName LastNameTravis T. Thomas
 Comapany NameRing Energy, Inc.
 May 16, 2023 Page 2
 FirstName LastNameTravis T. Thomas
Ring Energy, Inc.
May 16, 2023
Page 2
2.We note the disclosure on page 39 indicating that you expect all currently scheduled PUD
locations to be drilled over the next five years beginning in 2023. Please expand your
disclosure to clarify, if true, that the proved undeveloped reserves as of December 31,
2022 are part of a development plan adopted by management including approval by the
Board, if approval is required, that results in converting your proved undeveloped reserves
to developed status within five years of initial disclosure as proved reserves. Refer to Rule
4-10(a)(31)(ii) of Regulation S-X and the question 131.04 in the Compliance and
Disclosure Interpretations (C&DIs) regarding Oil and Gas Rules.
3.If there are material amounts of proved undeveloped reserves that are not scheduled to be
developed within five years of your initial disclosure of these reserves, please expand your
disclosure to explain the reasons for the delay. Refer to Item 1203(d) of Regulation S-K
and question 131.03 in the Compliance and Disclosure Interpretations (C&DIs).
Acreage, page 40
4.Please expand your disclosure of developed and undeveloped acreage to additionally
include the figures relating to acreage in which you hold royalty and overriding royalty
interests. Refer to Items 1208(a) and 1208(b) of Regulation S-K.
Exhibits and Financial Statement Schedules
Exhibit Number 99.1 Reserve Report of Cawley, Gillespie & Associates, Inc., page 66
5.We note the reserves report incorporates an “as of date” of January 1, 2023 rather than an
“as of date” of December 31, 2022 as utilized throughout your filing on Form 10-K.
Please note SEC reserve evaluations, based on historical average prices and costs, provide
an estimate of reserves using an effective date as of the end of a time period or "as of
fiscal year-end," e.g. as of December 31, 2022. Please revise the disclosures throughout
reserves report to use an appropriate "as of date.” Refer to the disclosure requirements in
Items 1202(a)(8)(ii) and 1202(a) of Regulation S-K.
Supplemental Information on Oil and Natural Gas Producing Activities (Unaudited)
Reserves Quantities Informaton, page F-37
6.We note your explanation of the change in total proved reserves due to “Revisions of
Previous Quantity Estimates” appears to combine changes from separate and unrelated
causes, e.g., the result of converting from reporting reserves in two-streams (oil and gas)
to three-streams (oil, NGLs, and gas), the removal of the Company’s Delaware basin
proved undeveloped reserves, well performance, increased cost from 2022 industry
activity, and increased commodity pricing. Expand your disclosure to identify and
quantify the volumes of total proved reserves associated with each contributing change
factor separately, including offsetting factors, so the entire change volume is fully
explained. This comment also applies to the explanation of the change in total proved
reserves due to revisions provided on page 35 to the extent that you include an explanation
under the Properties section and to the disclosure of significant changes in total proved

 FirstName LastNameTravis T. Thomas
 Comapany NameRing Energy, Inc.
 May 16, 2023 Page 3
 FirstName LastNameTravis T. Thomas
Ring Energy, Inc.
May 16, 2023
Page 3
reserves for each line item shown in the reserves reconciliation, other than production, and
for each of the periods presented, e.g. the periods ending December 31, 2022 and 2021, as
applicable. Refer to the disclosure requirements in FASB ASC 932-235-50-5 and
Instruction 1 to Item 302(b) of Regulation S-K.
7.We note the proved reserves reconciliations for 2022 and 2021 disclosed on pages F-38
and F-39 do not include a column for total barrel of oil equivalent (Boe); however, the
explanations of the individual line item volumes are provided in Boe amounts. For better
correlation, expand these reconciliations to include a Boe column similar to those
disclosed on page 35, or revise the volume amounts provided in the explanations.
Standardized Measure of Discounted Future Net Cash Flows, page F-39
8.Please expand the discussion accompanying the presentation of the standardized measure
to clarify, if true, that future cash flows take into account the estimated abandonment costs
for your proved properties. Refer to FASB ASC 932-235-50-36.

If the abandonment costs, including such costs related to your proved undeveloped
locations, have not been included for each of the periods presented, e.g. as of December
31, 2022, 2021 and 2020, respectively, please explain to us your rationale for excluding
these costs from your calculation of the standardized measure.
Form 8-K filed May 4, 2023
Exhibit 99.1
First Quarter 2023 Highlights and Recent Key Items, page 1
9.We note your disclosure of a Leverage Ratio and footnote 2 indicating that the amount is
based on annualized third and fourth quarter 2022 and first quarter 2023 EBITDA
adjusted for the pro-forma effects of the Stronghold Transaction. Based on the manner in
which this ratio is calculated, please tell us how you considered whether this Leverage
Ratio is a non-GAAP measure. If this is a non-GAAP measure, it appears necessary to
provide disclosure consistent with Item 10(e) of Regulation S-K. In addition, please
consider Question 102.10 of the Non-GAAP Compliance and Disclosure Interpretations
and the example regarding the presentation of a ratio without also presenting the ratio
calculated using the most directly comparable GAAP measure with equal or greater
prominence.
Financial Overview
General and Administrative Expenses ("G&A"), page 5
10.We note your discussion of G&A, excluding non-cash share-based compensation and
G&A, excluding transaction costs and non-cash share-based compensation, in narrative
form, without a quantification of the amount excluded for non-cash share-based
compensation. Please tell us how you considered Question 102.10 of the Non-GAAP
Compliance and Disclosure Interpretations. To this end, an example of disclosure

 FirstName LastNameTravis T. Thomas
 Comapany NameRing Energy, Inc.
 May 16, 2023 Page 4
 FirstName LastName
Travis T. Thomas
Ring Energy, Inc.
May 16, 2023
Page 4
that would cause undue prominence of the non-GAAP measure includes: Providing
discussion and analysis of a non-GAAP measure without a similar discussion and analysis
of the comparable GAAP measure in a location with equal or greater prominence.
Non-GAAP Information
Reconciliation of Net Income (Loss) to Adjusted Net Income, page 17
11.Please disclose how Adjusted Net Income is useful to investors and the additional
purposes, if any, that management uses this non-GAAP measure.  Refer to Item
10(e)(1)(i)(C) and (D) of Regulation S-K.
12.Please provide a reconciliation of the per share Adjusted Net Income to per share GAAP
Net Income. Refer to Item 10(e)(1)(i)(B) of Regulation S-K and Question 102.05 of the
Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. This
comment also applies to your reconciliation of Adjusted EBITDA per share as presented
on page 19.
Reconciliation of Free Cash Flow and Cash Flow from Operations, page 19
13.Please revise to reconcile Free Cash Flow to Net Cash Provided by Operating Activities as
the most directly comparable GAAP measure. In addition, this non-GAAP measure should
be renamed as you do not calculate it in the typical manner. Further, revise the conflicting
statement on page 18: "There is no commonly accepted definition of Free Cash Flow
within the industry." See Question 102.07 of the Compliance & Disclosure Interpretations
regarding Non-GAAP Financial Measures.
14.We note you have labeled Cash Flow from Operations as a non-GAAP measure.
However, we note that this label is commonly used interchangeably with Cash Flow from
Operating Activities. Please tell us why you believe you have appropriately labeled this
non-GAAP measure based on the guidance in Question 100.05 of the Compliance
& Disclosure Interpretations on Non-GAAP Financial Measures. In addition, please revise
your disclosure to explain why this non-GAAP measure provides useful information to
investors per Item 10(e)(1)(i)(C) of Regulation S-K.

 FirstName LastNameTravis T. Thomas
 Comapany NameRing Energy, Inc.
 May 16, 2023 Page 5
 FirstName LastName
Travis T. Thomas
Ring Energy, Inc.
May 16, 2023
Page 5
             In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Jennifer O'Brien, Staff Accountant, at 202-551-3721 or Shannon
Buskirk, Staff Accountant, at 202-551-3717 if you have questions regarding comments on the
financial statements and related matters. Please contact Sandra Wall, Petroleum Engineer,
at 202-551-4727, or John Hodgin, Petroleum Engineer, at 202-551-3699 if you have questions
regarding the engineering comments.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

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Ring Energy, Inc.

1725 Hughes Landing Blvd,
Suite 900

The Woodlands, TX 77380

Phone: 281-397-3699

October 11, 2022

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549-3561

Attn: Irene Barberena-Meissner, Staff Attorney

 Re: Request for Acceleration of Effectiveness of Registration Statement on Form S-3 (Registration No. 333-267599)
of Ring Energy, Inc.

Ladies and Gentlemen:

On
behalf of Ring Energy, Inc. and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby
requests that the effective date of the above referenced Registration Statement on Form S-3 be accelerated to 5:00 p.m., Washington, D.C.
time, on Thursday, October 13, 2022, or as soon as practicable thereafter.

Once
the above referenced Registration Statement is effective, please orally confirm the event with our counsel, Jones & Keller, P.C. by
calling Reid A. Godbolt, Esq., at (303) 537-1600.

Thank
you for your assistance in this matter. If you need additional information, please contact Mr. Godbolt.

    Very truly yours,

    RING ENERGY, INC.

    By:
    /s/ Paul D. McKinney

    Name:
    Paul D. McKinney

    Title:
    Chief Executive Officer and Chairman of the Board

United States securities and exchange commission logo
October 3, 2022
Paul D. McKinney
Chairman and Chief Executive Officer
Ring Energy, Inc.
1725 Hughes Landing Blvd
Suite 900
The Woodlands, TX 77380
Re:Ring Energy, Inc.
Registration Statement on Form S-3
Filed September 26, 2022
File No. 333-267599
Dear Paul D. McKinney:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Arthur Tornabene-Zalas at (202) 551-3162 or Irene Barberena-Meissner,
Staff Attorney, at (202) 551-6548 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Reid A. Godbolt, Esq.

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[Letterhead of Ring Energy, Inc.]

May 19, 2020

VIA EDGAR TRANSMISSION

        Loan Lauren Nguyen

        Legal Branch Chief

        Anuja A. Majmudar

        Attorney-Adviser

        Office of Energy & Transportation

        Division of Corporation Finance

        United States Securities and Exchange Commission

        Washington, DC 20549

 Re: Ring Energy, Inc.

Acceleration
Request

Amendment No. 1 to Registration Statement on Form S-3

Filed May 15, 2020

File No. 333-237988

Mses. Nguyen and Majmudar:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, Ring Energy, Inc. respectfully requests that the effective date of the above-referenced Registration Statement
be accelerated so that the same will become effective at 4:00 PM EST on May 21, 2020, or as soon thereafter as is practicable.

If Staff should have any questions or comments
regarding this request, please feel free to contact me at (918) 499-3880. Thank you for your ongoing courtesy in this matter.

Sincerely,

/s/ William R. Broaddrick

William R. Broaddrick
 Chief Financial Officer
 Ring Energy, Inc.

United States securities and exchange commission logo
May 15, 2020
Kelly Hoffman
Chief Executive Officer and Director
Ring Energy, Inc.
901 West Wall Street, 3rd Floor
Midland, TX 79701
Re:Ring Energy, Inc.
Registration Statement on Form S-3
Filed May 4, 2020
File No. 333-237988
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.  If 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.
Registration Statement on Form S-3 Filed May 4, 2020
Incorporation of Certain Information by Reference, page 4
1.Please revise to incorporate by reference your Quarterly Report on Form 10-Q for the
quarterly period ended March 31, 2020.
General
2.Based on publicly available information, it appears that the aggregate market value of
your voting and non-voting common equity held by non-affiliates during the 60 days prior
to the date of filing of the registration statement may not have exceeded $75 million, as
required by General Instruction I.B.1 of Form S-3.  To the extent you intend to rely on
General Instruction I.B.6 to Form S-3 for limited primary offerings, please disclose on the
prospectus cover page the information called for by Instruction 7 to General Instruction

 FirstName LastNameKelly Hoffman
 Comapany NameRing Energy, Inc.
 May 15, 2020 Page 2
 FirstName LastName
Kelly Hoffman
Ring Energy, Inc.
May 15, 2020
Page 2
I.B.6.  Please also confirm to us your understanding of the size limitations for offerings
made under General Instruction I.B.6.
3.We note that your registration statement includes a base prospectus for an unallocated
offering and a separate prospectus for an at the market offering, as defined under Rule
415. Please identify the sales agent for the at the market offering and file the sales
agreement as an exhibit to your registration statement.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Anuja A. Majmudar, Attorney-Adviser, at (202) 551-3844 or, in her
absence, Loan Lauren Nguyen, Legal Branch Chief, at (202) 551-3642 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Adam Park

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                                                                                 Mark L. Jones

 direct dial: 713.646.1395

  mjones@bakerlaw.com

May 15, 2020

VIA EDGAR TRANSMISSION

        Loan Lauren Nguyen

        Legal Branch Chief

        Anuja A. Majmudar

        Attorney-Adviser

        Office of Energy & Transportation

        Division of Corporation Finance

        United States Securities and Exchange Commission

        Washington, DC 20549

 Re: Ring Energy, Inc.

Registration Statement on Form S-3

Filed May 4, 2020

File No. 333-237988

Mses. Nguyen and Majmudar:

On behalf of Ring Energy, Inc., a Nevada
corporation (the “Company”), we are submitting this letter in response to the comment letter from the staff
of the Division of Corporation Finance, Office of Energy & Transportation (the “Staff”) of the United States
Securities and Exchange Commission (the “Commission”) dated May 15, 2020 (the “Comment Letter”),
relating to the Company’s Registration Statement on Form S-3, filed with the Commission on May 4, 2020.

This letter, filed in connection with the
Company’s filing of pre-effective Amendment No. 1 to the Registration Statement on Form S-3, sets forth the comments of the
Staff contained in the Comment Letter and the Company’s responses thereto.

Registration Statement on Form S-3
Filed May 4, 2020

Incorporation of Certain Information
by Reference, page 4

 1.       Please revise to incorporate by reference your Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020.

    Office of Energy & Transportation
 Division of Corporation Finance
 United States Securities and Exchange Commission

May 15, 2020

Page 2

Response:

The Company has revised the Registration
Statement to specifically incorporate by reference its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020.

2.       Based
on publicly available information, it appears that the aggregate market value of your voting and non-voting common equity held
by non-affiliates during the 60 days prior to the date of filing of the registration statement may not have exceeded $75 million,
as required by General Instruction I.B.1 of Form S-3. To the extent you intend to rely on General Instruction I.B.6 to Form S-3
for limited primary offerings, please disclose on the prospectus cover page the information called for by Instruction 7 to General
Instruction I.B.6. Please also confirm to us your understanding of the size limitations for offerings made under General Instruction
I.B.6.

Response:

The Company has revised the prospectus
cover page to disclose the information required by Instruction 7 to General Instruction I.B.6. The Company acknowledges Staff’s
comment and confirms its understanding of the size limitations for offerings made under General Instruction I.B.6.

3.       We
note that your registration statement includes a base prospectus for an unallocated offering and a separate prospectus for an at
the market offering, as defined under Rule 415. Please identify the sales agent for the at the market offering and file the sales
agreement as an exhibit to your registration statement.

Response:

The Company respectfully advises the Staff
that, at this time, the Company has neither retained a sales agent nor reached any understanding or consensus with respect to the
terms of any sales agreement governing an at the market offering. In light of the foregoing, the Company has removed in its entirety
the separate prospectus for an at the market offering from the Registration Statement.

*               *               *

    Office of Energy & Transportation
 Division of Corporation Finance
 United States Securities and Exchange Commission

May 15, 2020

Page 3

If Staff should have
any questions or comments regarding this submission or response, please feel free to contact me at 713-646-1395 or Adam Park at
713-646-1319. Thank you for your ongoing courtesy in this matter.

Sincerely,

        Mark L. Jones

        Partner

 cc: Kelly Hoffman; Randy Broaddrick; Adam Park

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901 West Wall St., 3rd Floor     Midland, TX 79701

Phone 432-682-7464     Fax
432-682-7465

June 21, 2019

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Ring Energy, Inc.

Registration Statement on Form S-3

Filed April 19, 2019, Amended on June 21,
2019

File No. 333-230966

Ladies and Gentlemen:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, Ring Energy, Inc. (the “Company”) hereby requests that the U.S.
Securities and Exchange Commission (the “Commission”) accelerate the effectiveness of the above captioned Registration
Statement on Form S-3, File No. 333-230966, filed with the Commission on April 19, 2019, and amended on June 21, 2019 (the “Registration
Statement”), so that such Registration Statement becomes effective at 5:00 p.m., Eastern Time, on June 25, 2019,
or as soon thereafter as is practicable. Once the Registration Statement has been declared effective, please orally confirm that
event with our counsel, Baker & Hostetler LLP, by calling Mark L. Jones, Esq., at 713-646-1395.

Very truly yours,

RING ENERGY, INC.

/s/ William R. Broaddrick

William R. Broaddrick

Chief Financial Officer

April 29, 2019
William R. Broaddrick
Chief Financial Officer
Ring Energy, Inc.
901 West Wall St., 3rd Floor
Midland, TX 79707
Re:Ring Energy, Inc.
Registration Statement on Form S-3
Filed April 19, 2019
File No. 333-230966
Dear Mr. Broaddrick:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Lisa Krestynick, Staff Attorney, at 202-551-3056 with any questions.
Sincerely,
Division of Corporation Finance
Office of Natural Resources
cc:       Mark L. Jones

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6555 S. Lewis Ave., Ste. 200     Tulsa, Oklahoma
74136

Phone 918-499-3880     Fax 918-499-1238

March 12, 2019

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: Ring Energy, Inc.

Registration Statement on Form S-3

Filed February 4, 2019

File No. 333-229515

To Whom It May Concern:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, Ring Energy, Inc. (the “Company”) hereby requests that the Securities
and Exchange Commission (the “Commission”) accelerate the effectiveness of the above captioned Registration
Statement on Form S-3, File No. 333-229515, filed with the Commission on February 4, 2019, so that such registration statement
becomes effective at 5:00 p.m., Eastern Time, on March 15, 2019, or as soon thereafter as
is practicable. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel,
Baker & Hostetler LLP, by calling Mark L. Jones, Esq., at 713-646-1395.

The Company acknowledges
the following:

 · Should the Commission or the staff, acting
pursuant to delegated authority, 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.

Very truly yours,

RING ENERGY, INC.

/s/ William R. Broaddrick

William R. Broaddrick

Chief Financial Officer

February 28, 2019
William R. Broaddrick
Chief Financial Officer
Ring Energy, Inc.
901 West Wall St, 3rd Floor
Midland, TX, 79702
Re:Ring Energy, Inc.
Form 10-K for the Fiscal Year ended December 31, 2017
Filed March 15, 2018
File No. 001-36057
Dear Mr. Broaddrick:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Natural Resources

February 21, 2019
William R. Broaddrick
Chief Financial Officer
Ring Energy, Inc.
901 West Wall St, 3rd Floor
Midland, TX, 79702
Re:Ring Energy, Inc.
Form 10-K for the Fiscal Year ended December 31, 2017
Response Dated February 8, 2019
File No. 001-36057
Dear Mr. Broaddrick:
            We have reviewed your February 8, 2019 response to our comment letter and have the
following 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
December 26, 2018 letter.
Form 10-K for the Fiscal Year Ended December 31, 2017
Supplemental Information on Oil and Gas Producing Activities (Unaudited)
Reserves Quantities Information, page F-22
1.We have read your response to comment 9 and note the illustration of your proposed
future disclosure does not include separate disclosure of the figures for the proved
developed and proved undeveloped reserves at the beginning of the first period shown,
e.g. December 31, 2015.  Revise your proposed future disclosure to meet the requirements
pursuant to FASB ASC 932-235-50-4 and the illustration in Example 1 of FASB ASC
932-235-50-2.
2.We have read your response to comment 10 and note the illustration of your proposed
future disclosure relates to the changes in the standardized measure of discounted future
net cash flows pursuant to FASB ASC 932-235-35.  Clarify for us that in the future you

 FirstName LastNameWilliam R. Broaddrick
 Comapany NameRing Energy, Inc.
 February 21, 2019 Page 2
 FirstName LastName
William R. Broaddrick
Ring Energy, Inc.
February 21, 2019
Page 2
also intend to similarly revise your disclosure to include greater detail in the reconciliation
of the changes in total proved reserves pursuant to the requirements in FASB ASC 932-
235-50-5 and in your presentation of the changes in proved undeveloped reserves as
currently provided on page 17 pursuant to the requirements in Item 1203(b) of Regulation
S-K.
            You may contact John Hodgin, Petroleum Engineer, at (202) 551-3699 or Brad Skinner,
Senior Assistant Chief Accountant, at (202) 551-3489 if you have questions regarding the
comments.
Sincerely,
Division of Corporation Finance
Office of Natural Resources

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February 22, 2019

VIA EDGAR

Mr. Brad Skinner

Senior Assistance Chief Accountant

United States Securities and Exchange Commission

Division of Corporation Finance – Office of Natural Resources

Washington, DC 20549

 RE: Ring Energy, Inc.

Form 10-K for Fiscal Year Ended

December 31, 2017

File No. 001-36057

Dear Mr. Skinner:

Ring Energy, Inc., a Nevada corporation
(the “Company,” “we,” “us,” or “our”) is submitting this letter in response to
the comment letter from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
dated February 21, 2019 (the “Comment Letter”) with respect to the Company’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2017 (File No. 001-36057) (the “Form 10-K”) filed with the Commission on March 15, 2018.

This letter sets forth the comments of
the Staff in the Comment Letter (numbered in accordance with the Comment Letter) and, following each comment, sets forth our response.

Form 10-K for the Fiscal Year Ended
December 31, 2017

Supplemental Information on Oil and
Gas Producing Activities (Unaudited) Reserves Quantities Information, page F-22

 1. We have read your response to comment 9 and note the illustration of your
proposed future disclosure does not include separate disclosure of the figures for the proved developed and proved undeveloped
reserves at the beginning of the first period shown, e.g. December 31, 2015. Revise your proposed future disclosure to meet the
requirements pursuant to FASB ASC 932-235-50-4 and the illustration in Example 1 of FASB ASC 932-235-50-2.

    Ring Energy, Inc.
 Form 10-K for Fiscal Year Ended
 December 31, 2017

File No. 001-36057

Page 2

 Response
1: We will expand the table in our upcoming 2018 Annual Report on Form 10-K to include a separate disclosure of the figures
for the proved developed and proved undeveloped reserves at the beginning of the first period shown as follows:

1 Oil reserves are stated
in barrels; gas reserves are stated in thousand cubic feet.

 2. We have read your response to comment 10 and note the illustration of your proposed future disclosure
relates to the changes in the standardized measure of discounted future net cash flows pursuant to FASB ASC 932-235-35. Clarify
for us that in the future you also intend to similarly revise your disclosure to include greater detail in the reconciliation of
the changes in total proved reserves pursuant to the requirements in FASB ASC 932- 235-50-5 and in your presentation of the changes
in proved undeveloped reserves as currently provided on page 17 pursuant to the requirements in Item 1203(b) of Regulation S-K.

Response 2: With respect
to our upcoming 2018 Annual Report on Form 10-K, we will be sure to include greater detail in the reconciliation of the changes
in total proved reserves and unproved reserves. We believe the table included in response to comment 1 above partially addresses
this request. In addition, we will also include the following narrative:

    Ring Energy, Inc.
 Form 10-K for Fiscal Year Ended
 December 31, 2017

File No. 001-36057

Page 3

 · During the year ended December 31, 2018, we incurred costs of approximately [$____] million to
convert [_____] BOE of reserves from PUD to PDP through development.

 · Other changes to our PUD reserves included:

 o Purchase of minerals in place of [_____] BOE.

 o Extensions and discoveries of [_____] BOE.

 o Upward revisions of [_____] BOE as a result of reduction in lease operating expenses in certain
areas.

 o Downward revisions of [_____] BOE from the removal of PUD wells as a result of development of additional
horizontal reserves in their place.

 o Downward revisions of [_____] BOE for the removal of waterflood reserves and the removal of primary
reserves related to development for the waterflood as it was determined that horizontal development of this acreage was more economical
than the remaining primary development and waterflood installation.

In addition to the
above responses, we acknowledge that: (i) the Company is responsible for the adequacy and accuracy of the disclosure in the filing;
(ii) Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action
with respect to the filing; and (iii) the Company may not assert Staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

If you have any questions
or comments concerning these responses, please do not hesitate to call me at (918) 499-3880, or our counsel, Mark L. Jones of Baker
& Hostetler LLP at (713) 646-1395.

Sincerely,

/s/ William R. Broaddrick

William R. Broaddrick

Chief Financial Officer

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February 08, 2019

VIA EDGAR

Mr. Brad Skinner

Senior Assistance Chief Accountant

United States Securities and Exchange Commission

Division of Corporation Finance – Office of Natural Resources

Washington, DC 20549

 RE: Ring Energy, Inc.

Form 10-K for Fiscal Year Ended

December 31, 2017

File No. 001-36057

Dear Mr. Skinner:

Ring Energy, Inc., a Nevada corporation
(the “Company,” “we,” “us,” or “our”) is submitting this letter in response to
the comment letter from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
dated December 26, 2018 (the “Comment Letter”) with respect to the Company’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2017 (File No. 001-36057) (the “Form 10-K”) filed with the Commission on March 15, 2018.

This letter sets forth the comments of
the Staff in the Comment Letter (numbered in accordance with the Comment Letter) and, following each comment, sets forth our response.

Form 10-K for the Fiscal Year Ended
December 31, 2017

Properties

Proved Undeveloped Reserves, page 17

 1. Expand your disclosure to discuss the investments and progress made during the year to convert
proved undeveloped reserves to proved developed reserves, including, but not limited, to the capital expenditures incurred during
the year. Also resolve the apparent inconsistency in the figures for the “future capital expenditures” and the “estimated
development costs” presented page 18. Refer to Item 1203(c) of Regulation S-K.

Ring Energy, Inc.

Form 10-K for Fiscal Year Ended

December 31, 2017

File No. 001-36057

Page 2

Response 1: The Company
respectfully acknowledges the Staff’s comment. Based on the foregoing, we will enhance disclosures relating to our investments
and progress made, and avoid any further inconsistencies. We will expand our disclosure to include costs incurred during the year
to convert proved undeveloped reserves to proved developed reserves substantially in the form as follows in future reports:

“During
the year ended December 31, 2018, we incurred costs of approximately $_____ million to convert the reserves associated with [_____
number] of our net proved undeveloped locations at December 31, 2018, to proved developed reserves of _____ MBoe.”

As to the discrepancy between
the “future capital expenditures” in the first table and the “estimated development costs” in the second
table, this is an inconsistency, as the amount shown for “future capital expenditures” in the first table did not include
all of the future development costs. The first table which included “future capital expenditures” should have reflected
the following amounts:

    Oil

                                                                                (Bbl)

    Gas

                                                                                (Mcf)

    Total

                                                                                (Boe)

    % of Total

 Proved
    Pre-tax PV10

 (In thousands)
    Standardized

 Measure of

 Discounted

 Future Net

 Cash Flows

 (In thousands)
    Future

 Capital

 Expenditures

 (In thousands)

         PDP
      12,515,600
      11,274,200
      14,394,633
      45 %
    $ 218,905
    $ 184,740
    $ -

         PDNP
      2,806,000
      1,400,000
      3,039,333
      10 %
      59,390
      50,120
      5,376

         PUD
      13,622,142
      5,363,289
      14,516,024
      45 %
      103,806
      87,605
      126,972

    Total Proved:
      28,943,742
      18,037,489
      31,949,990
      100 %
    $ 382,101
    $ 322,465
    $ 132,348

The amount shown as “estimated
development costs” in the second table, however, is correct and is the amount reflected elsewhere in the 2017 Annual Report
on Form 10-K. We do not believe this inconsistency is material, particularly in light of the information being provided accurately
in other locations within the report. We propose that the enhanced disclosure be provided in future reports and no remedial action
need be taken with respect to the 2017 Annual Report on Form 10-K.

Internal Controls Over Reserves Estimates,
page 18

 2. If you represent that your reserves were prepared or audited by third party independent consultants,
you must additionally disclose the qualifications of the technical person within each of the third party engineering firms, e.g.
Cawley, Gillespie & Associates, Inc. and Williamson Petroleum Consultants, Inc., primarily responsible for overseeing the preparation
of such estimates. Refer to the requirements pursuant to Item 1202(a)(7) of Regulation S-K.

Ring Energy, Inc.

Form 10-K for Fiscal Year Ended

December 31, 2017

File No. 001-36057

Page 3

Response 2: The Company
respectfully acknowledges the Staff’s comment. We agree to enhance the disclosure regarding the qualifications of the technical
person overseeing the preparation of any third party engineering reports and estimates. The enhanced disclosure shall be substantially
in the form as follows:

“Approximately
100 percent of the proved reserves estimates shown in the Annual Report on Form 10-K at December 31, 2018, have been independently
prepared by Cawley, Gillespie & Associates (“CGA”), a leader of petroleum property analysis for industry and financial
institutions. CGA was founded in 1960 and performs consulting petroleum engineering services under Texas Board of Professional
Engineers Registration No. F-693. Within CGA, the technical person primarily responsible for preparing the estimates set forth
in the CGA letter dated [January _____, 2019], filed as an exhibit to this Annual Report on Form 10-K, was Mr. Zane Meekins. Mr.
Meekins has been a practicing consulting petroleum engineer at CGA since 1989. Mr. Meekins is a Registered Professional Engineer
in the State of Texas (License No. 71055) and has over 30 years of practical experience in petroleum engineering, with over 28
years of experience in the estimation and evaluation of reserves. He graduated from Texas A&M University in 1987 with a Bachelor
of Science degree in Petroleum Engineering. Mr. Meekins meets or exceeds the education, training, and experience requirements set
forth in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society
of Petroleum Engineers; he is proficient in judiciously applying industry standard practices to engineering and geoscience evaluations
as well as applying SEC and other industry reserve definitions and guidelines.”

With respect to Williamson Petroleum
Consultants, Inc. (“Williamson”), Williamson has advised us that its principals retired last year in 2018, and we will
not be utilizing Williamson in connection with the reserve report to be included with our Annual Report on Form 10-K for the year
ended December 31, 2018. We propose that we make the enhanced disclosures relating to any current or future reserve engineers in
future reports.

Acreage, page 19

 3. Expand your disclosure to provide the expiration dates of material amounts of undeveloped
acreage. Refer to Item 1208(b) of Regulation S-K.

Ring Energy, Inc.

Form 10-K for Fiscal Year Ended

December 31, 2017

File No. 001-36057

Page 4

Response 3: We respectfully
acknowledge the Staff’s comments and note we will enhance our disclosures to include material acreage that will expire, unless
developed or renewed, during each of the next three years. We plan to include a disclosure substantially in the form as follows:

“Leases of undeveloped
acreage will generally expire at the end of their respective primary terms unless production from such leasehold acreage has been
established prior to expiration of such primary term. If production is established on such acreage, the lease will generally remain
in effect until the cessation of production from such acreage and is referred to in the industry as “Held-By-Production”
or “HBP.” Leases of undeveloped acreage may terminate or expire as a result of not meeting certain drilling commitments,
if any, or otherwise by not complying with the terms of a lease depending on the specific terms that are negotiated between lessor
and lessee.

The following table sets forth
the gross and net undeveloped acreage, as of December 31, 2018, under lease which would expire over the next three years unless
(i) production is established on the lease or within a spacing unit of which the lease is participating, or (ii) the lease is renewed
or extended prior to the relevant expiration dates:

      2019
      2020
      2021

      Gross
      Net
      Gross
      Net
      Gross
      Net

    Undeveloped Acreage

    Total

 4. Tell us the extent to which you have assigned any proved undeveloped reserves to locations
which are currently scheduled to be drilled after lease expiration. If there are material quantities of net proved undeveloped
reserves relating to such locations, expand your disclosure to identify the number of locations, the related net reserve quantities
and the steps which would be necessary to extend the time to the expiration of such leases. Refer to Rule 4-10(a)(26) of Regulation
S-X.

Response 4: We respectfully
acknowledge the Staff’s comments. We have not assigned any proved undeveloped reserves to locations which are currently scheduled
to be drilled after lease expiration. We will not drill on any expired leases, unless we have significant assurances such lease
will be renewed or extended. We have not drilled on acreage covered by an expired lease and do not expect to drill on acreage covered
by an expired lease in the future. In the event that this changes in the future, we will include a disclosure outlining the items
requested in Comment 4 above. Additionally, we will not assign any proved undeveloped reserves to locations which are scheduled
to be drilled after lease expiration.

Ring Energy, Inc.

Form 10-K for Fiscal Year Ended

December 31, 2017

File No. 001-36057

Page 5

Production History, page 19

 5. Tell us how you considered the requirements with regard to disclosure of production, by final
product sold, for each individual field that contains 15% or more of your total proved reserves. Refer to Item 1204(a) of Regulation
S-K and Rule 4-10(a)(15) of Regulation S- X.

Response 5: We respectfully
acknowledge the Staff’s comment and note that all of the products we sell are included in our disclosure of production, namely
oil and natural gas. We sell our gas at the wellhead and, accordingly, account for it as natural gas sales. We do not have any
natural gas liquids or condensate sales, given our natural gas is sold at the wellhead. With respect to our upcoming 2018 Annual
Report on Form 10-K, we will expand this disclosure to reflect the production from each of the Central Basin Platform and the Delaware
Basin as these are the only two fields that contain 15% or more of the total proved reserves attributable to the underlying properties.
We respectfully propose to include a footnote in our table under “Production History” in our Form 10-K, which sets
forth the amount of production derived from both fields substantially in the form as follows:

“Production
from the Central Basin Platform field during the years ended December 31, 2016, 2017 and 2018 was _____, _____ and _____ MBoe,
respectively, consisting of ____, _____ and _____ MBbls of oil, respectively, and _____ ,______and _____ MMcf of natural gas, respectively.
Production from the Delaware Basin field during the years ended December 31, 2016, 2017 and 2018 was ___, _____ and ____ MBoe,
respectively, consisting of ____, ____ and _____ MBbls of oil, respectively, and _____, ____ and ____ MMcf of natural gas, respectively”.

Drilling Activity, page 20

 6. Expand your disclosure to additionally provide the total number of net development wells
drilled, the total number of net exploratory wells drilled and the extent that you drilled any dry development and/or exploratory
wells. Refer to Item 1205 of Regulation S-K. Also modify your use of the term “science wells” to conform your disclosure
to one of the well types identified in Item 1205(b)(2) of Regulation S-K or in Rule 4-10(a) of Regulation S- X.

Response 6: We agree
to enhance our disclosure to provide the total number of net development wells drilled, the total number of net exploratory wells
drilled, and any dry development or exploratory wells. We propose providing such enhanced disclosure in our upcoming 2018 Annual
Report on Form 10-K. If permitted to do so in the 2018 Annual Report on Form 10-K, we will change to a tabular format and expand
the disclosure to include both gross and net wells for all categories substantially in the form as follows:

Ring Energy, Inc.

Form 10-K for Fiscal Year Ended

December 31, 2017

File No. 001-36057

Page 6

      Year
                                         Ended December 31,

      2018
      2017
      2016

      Gross
      Net
      Gross
      Net
      Gross
      Net

    Exploratory:

    Productive

    Dry

    Development:

    Productive

    Dry

    Total:

    Productive

    Dry

Please note that all of the
wells drilled by the Company to date have been development wells, with the exception of the three “science wells.”
“Science well” is a term used in the industry to describe a well that is drilled for purposes of determining the stratigraphic
composition of a particular area and is not intended to be completed and produce any oil or gas. Going forward, we will designate
the “science wells” as exploratory wells; in addition, since these exploratory wells were not completed for production,
we will designate them as dry wells. We would propose to then footnote that these were stratigraphic test wells that were never
intended to be completed for production. The proposed footnote would read substantially in the form as follows:

“Footnote 1: The exploratory wells drilled in
2017 are what we previously termed science wells. The wells were stratigraphic test wells and were drilled without the intention
of completing them for production. Since they were not completed for production, they have been classified as dry wells.”

We believe this approach is
consistent with the manner in which other registrants that operate in the surrounding area would report their results.

Ring Energy, Inc.

Form 10-K for Fiscal Year Ended

December 31, 2017

File No. 001-36057

Page 7

 7. Expand the disclosure of your drilling activities to additionally discuss your present activities,
such as the number of wells in the process of being drilled (including wells temporarily suspended), waterfloods in the process
of being installed, pressure maintenance operations, and any other related activities of material importance subsequent to the
fiscal year-end. Refer to Item 1206 of Regulation S-K.

Response 7: We respectfully
acknowledge the Staff’s comment and agree to enhance our disclosure of drilling activities and other operations. We are no
longer conducting water floods. We respectfully propose to the Staff that we address the expanded disclosure in our upcoming 2018
Annual Report on Form 10-K. If permitted to do so in the 2018 Annual Report on Form 10-K, we will add language substantially in
the form as follows:

“During
2018, the Company drilled ___ gross horizontal wells (___net), completed _____ gross (___ net) horizontal wells and drilled and
placed into service _____ gross (___ net) salt water disposal wells. All wells are in the State of Texas. We did not install any
new water flood operations or suffer any material mechanical failures during 2018 and there were no material suspensions of production
during 2018. As of December 31, 2018, the Company was in the process of drilling ___ gross (___ net) horizontal wells and completing
____ gross (___ net) horizontal wells. No other material activities were in process as of December 31, 2018.”

Financial Statements

Notes to Financial Statements

Note

CORRESP
1
filename1.htm

January 7, 2019

Via EDGAR

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attention: John Hodgin, P.G., P.E. – Office of Natural
Resources

Re:    Ring
Energy, Inc.

Form 10-K for the Fiscal Year Ended
December 31, 2017

Filed March 15, 2018

File No. 001-36057

Ladies and Gentlemen:

Ring Energy, Inc. (the
“Company”) hereby advises the staff (the “Staff”) of the United States Securities and Exchange
Commission (the “Commission”) that the Company has received the Staff's letter dated December 26, 2018 (the
“Comment Letter”), regarding the Commission’s review of the Company’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2017. The Comment Letter requests that the Company respond within ten (10) business
days from the date thereof, or inform the Staff of when the Company would provide a response.

The Company respectfully
requests an extension until February 8, 2019, to respond to the Comment Letter due to time constraints associated with our fiscal
year end. The Company is committed to responding to the Comment Letter promptly and intends to provide a response to the Staff
no later than February 8, 2019. Should you have any questions regarding the request made herein, please do not hesitate to contact
me at (918) 499-3880. Thank you very much for your courtesy and cooperation in this matter.

    Sincerely,

    /s/ William R. Broaddrick

    William R. Broaddrick

    Chief Financial Officer

    cc:
    Kelly Hoffman - Chief Executive Officer, Ring Energy Inc.

    Mark L. Jones – Baker & Hostetler LLP

December 26, 2018
William R. Broaddrick
Chief Financial Officer
Ring Energy, Inc.
901 West Wall St, 3rd Floor
Midland, TX, 79702
Re:Ring Energy, Inc.
Form 10-K for the Fiscal Year ended December 31, 2017
Filed March 15, 2018
File No. 001-36057
Dear Mr. Broaddrick:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year ended December 31, 2017
Properties
Proved Undeveloped Reserves, page 17
1.Expand your disclosure to discuss the investments and progress made during the year to
convert proved undeveloped reserves to proved developed reserves, including, but not
limited, to the capital expenditures incurred during the year.  Also resolve the apparent
inconsistency in the figures for the “future capital expenditures” and the “estimated
development costs” presented page 18.  Refer to Item 1203(c) of Regulation S-K.
Internal Controls Over Reserves Estimates, page 18
2.If you represent that your reserves were prepared or audited by third party independent
consultants, you must additionally disclose the qualifications of the technical person
within each of the third party engineering firms, e.g. Cawley, Gillespie & Associates, Inc.
and Williamson Petroleum Consultants, Inc., primarily responsible for overseeing the

 FirstName LastNameWilliam R. Broaddrick
 Comapany NameRing Energy, Inc.
 December 26, 2018 Page 2
 FirstName LastNameWilliam R. Broaddrick
Ring Energy, Inc.
December 26, 2018
Page 2
preparation of such estimates.  Refer to the requirements pursuant to Item 1202(a)(7) of
Regulation S-K.
Acreage, page 19
3.Expand your disclosure to provide the expiration dates of material amounts of
undeveloped acreage.  Refer to Item 1208(b) of Regulation S-K.
4.Tell us the extent to which you have assigned any proved undeveloped reserves to
locations which are currently scheduled to be drilled after lease expiration.  If there are
material quantities of net proved undeveloped reserves relating to such locations, expand
your disclosure to identify the number of locations, the related net reserve quantities and
the steps which would be necessary to extend the time to the expiration of such leases.
Refer to Rule 4-10(a)(26) of Regulation S-X
Production History, page 19
5.Tell us how you considered the requirements with regard to disclosure of production, by
final product sold, for each individual field that contains 15% or more of your total proved
reserves.  Refer to Item 1204(a) of Regulation S-K and Rule 4-10(a)(15) of Regulation S-
X.
Drilling Activity, page 20
6.Expand your disclosure to additionally provide the total number of net development wells
drilled, the total number of net exploratory wells drilled and the extent that you drilled any
dry development and/or exploratory wells.  Refer to Item 1205 of Regulation S-K.  Also
modify your use of the term “science wells” to conform your disclosure to one of the well
types identified in Item 1205(b)(2) of Regulation S-K or in Rule 4-10(a) of Regulation S-
X.
7.Expand the disclosure of your drilling activities to additionally discuss your present
activities, such as the number of wells in the process of being drilled (including wells
temporarily suspended), waterfloods in the process of being installed, pressure
maintenance operations, and any other related activities of material importance subsequent
to the fiscal year-end.  Refer to Item 1206 of Regulation S-K.
Financial Statements
Notes to Financial Statements
Note 13 - Income Taxes, page F-20
8.We note you reported losses for the years ended December 31, 2017 and December 31,
2016, and that you reported cumulative losses for the three year periods ended December
31, 2017 and December 31, 2016.  In view of these factors, explain to us your basis for
recognizing a net deferred tax asset as of December 31, 2017 and December 31, 2016.  As
part of you response, explain to us how you considered the guidance in FASB ASC

 FirstName LastNameWilliam R. Broaddrick
 Comapany NameRing Energy, Inc.
 December 26, 2018 Page 3
 FirstName LastNameWilliam R. Broaddrick
Ring Energy, Inc.
December 26, 2018
Page 3
paragraphs 740-10-30-2(b), 740-10-30-17, 740-10-30-21 and 740-10-30-23.
Supplemental Information on Oil and Gas Producing Activities (Unaudited)
Reserves Quantities Information, page F-22
9.Expand your tabular presentation of proved reserves to additionally provide the separate
disclosure of the net quantities by product type of proved undeveloped reserves at the
beginning and end of each period presented.  Refer to the illustration in Example 1 of
FASB ASC 932-235-50-2.  Also resolve the apparent inconsistency in the figures
disclosed as proved developed reserves at the end of 2016 with the comparable estimates
provided elsewhere on page 16.  Refer to the disclosure requirements for proved
developed and proved undeveloped reserves under FASB ASC 932-235-50-4.
10.The disclosure of the changes in your proved reserves appears to combine changes from
two separate and unrelated causes into a single line item entry, e.g. improved recovery and
extensions and discoveries.  Refer to the description of the change categories under FASB
ASC 932-235-50-5 and revise your disclosure to clearly and separately address each
required change category.  This comment also applies to the comparable disclosure of the
changes in your proved undeveloped reserves provided on page 17.
11.Expand your disclosure to provide an explanation of the significant changes related to
each line item entry other than production.  To the extent that two or more unrelated
factors are combined to arrive at the line item figure, your disclosure should separately
identify and quantify each individual factor that contributed to a significant change so that
the change in net reserves between periods is fully explained.  The disclosure relating to
revisions in the previous estimates of your reserves should identify such factors as
changes caused by commodity prices, well performance, uneconomic proved undeveloped
locations or changes resulting from the removal of proved undeveloped locations due to
changes in a previously adopted development plan.  Refer to FASB ASC 932-235-50-5.
Exhibits, Financial Statement Schedule
Exhibit Number 99.1, page 47
12.The reserve report that you have filed does not include certain information required by
Item 1202(a)(8) of Regulation S-K.  Please obtain and file a revised report that includes
the following information.

•A statement that the assumptions, data, methods, and procedures are appropriate for
the purpose served by the report (Item 1202(a)(8)(iv)).

•An explanation of the types of costs represented under the line item entry “Other
Deductions” shown in the tabular shown in the tabular presentation of the results of
the audit as part of the primary economic assumptions (Item 1202(a)(8)(v)).

 FirstName LastNameWilliam R. Broaddrick
 Comapany NameRing Energy, Inc.
 December 26, 2018 Page 4
 FirstName LastNameWilliam R. Broaddrick
Ring Energy, Inc.
December 26, 2018
Page 4
Exhibit Number 99.2, page 47
13.The reserve report that you have filed does not include certain information required by
Item 1202(a)(8) of Regulation S-K.  Please obtain and file a revised report that includes
the following information.

•The assumptions, data, methods and procedures used in connection with the
preparation of the report, including a statement that the assumptions, data, methods,
and procedures are appropriate for the purpose served by the report (Item
1202(a)(8)(iv)).

•A discussion of the primary economic assumptions, including initial benchmark and
volume weighted average realized prices after adjustments for location and quality
differentials, by product type including natural gas liquids, for the reserves included in
the report (Item 1202(a)(8)(v)).

•A discussion of the possible effects of regulation on the ability of the Company to
recover the estimated reserves (Item 1202(a)(8)(vi)).

•A discussion of the inherent uncertainties of reserves estimates (Item 1202(a)(8)(viii)).

•A statement that the third party has used all procedures as it considered necessary
under the circumstances to prepare the report (Item 1202(a)(8)(viii)).
14.The reserve report refers to additional supplemental information that is not included with
the report, e.g. “Definitions” that describe all categories of reserves and a “Discussion”
that describes the basis of the evaluation.  Obtain and file a revised report to include the
referenced supplemental information.  Alternatively, remove the reference if you do not
intend to include this supplemental information.
General
15.We note your website www.ringenergy.com contains links to various news releases of
your quarterly results.  However, you do not appear to have furnished this information on
Form 8-K.  Explain to us how you have considered the requirements of Item 2.02 of Form
8-K.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

 FirstName LastNameWilliam R. Broaddrick
 Comapany NameRing Energy, Inc.
 December 26, 2018 Page 5
 FirstName LastName
William R. Broaddrick
Ring Energy, Inc.
December 26, 2018
Page 5
            You may contact Joseph Klinko, Staff Accountant, at (202) 551-3824 or Brad Skinner,
Senior Assistant Chief Accountant at (202) 551-3489 if you have questions regarding comments
on the financial statements and related matters. For questions regarding comments on
engineering matters, you may contact John Hodgin, Petroleum Engineer, at (202) 551-3699.
Sincerely,
Division of Corporation Finance
Office of Natural Resources

Mail Stop 4628
February 13, 2017

William R. Broaddrick
Chief Financial Officer
Ring Energy, Inc.
6555 S. Lewis Ave, Suite 200
Tulsa, Oklahoma 74136

Re: Ring Energy, Inc.
  Registration Statement on Form S-3
Filed  February 6, 2017
  File No.  333-215909

Dear Mr. Broaddrick :

This is to advise you that we have not reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

Please contact Jerard Gibson, Staff Attorney, at (202) 551 -3473 with any questions.

Sincerely,

 /s/ Loan Lauren P. Nguyen for

H. Roger Schwall
Assistant Director
Office of Natural Resources

cc: Mark L. Jones
Baker & Hostetler LLP

CORRESP
1
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[RING LETTERHEAD]

February 13, 2017

VIA EDGAR

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mr. Gerard Gibson

 Re: Ring Energy, Inc.

Registration Statement
on Form S-3

Filed February
6, 2017

File No. 333-215909

Dear Mr. Gibson:

Pursuant to Rule 461
under the Securities Act of 1933, as amended, Ring Energy, Inc. (the “Company”) hereby requests that the Securities
and Exchange Commission (the “Commission”) accelerate the effectiveness of the above captioned Registration
Statement on Form S-3, File No. 333-215909, filed with the Commission on February 6, 2017, so that such registration statement
becomes effective at 3:30 p.m., Eastern Time, on February 14, 2017, or as soon thereafter as is practicable.

The Company acknowledges
the following:

 · Should the Commission or the staff, acting pursuant to delegated authority, 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.

Very truly yours,

RING ENERGY, INC.

/s/ William R Broaddrick

William R. Broaddrick

Chief Financial Officer

Mail Stop 4628
February 16, 2016

Via Email
William R. Broaddrick
Chief Financial Officer
Ring Energy, Inc.
901 West Wall St., 3rd Floor
Midland, TX 79702

Re: Ring Energy, Inc
 Form 10-Q for Fiscal Quarter  Ended
September 30, 2015
Filed November 9, 2015
File No. 1-36057

Dear Mr. Broaddrick :

We have completed our review of your filing[s].  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing [s] and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the Uni ted States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing [s] to be certain that the filing [s] include [s]
the information the Securities Exchange Act of 1934 and all applicable rules require.

Sincere ly,

 /s/ Brad Skinner

        Brad Skinner
Senior Assistant Chief Accountant
Office of Natural Resources

CORRESP
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January 12, 2016

VIA EDGAR

Mr. Brad Skinner

Senior Assistant Chief Accountant

United States Securities and Exchange Commission

Division of Corporation Finance – Mail Stop 4628

Washington, DC 20549

 RE: Ring Energy, Inc.

  Form 10-Q for Fiscal Quarter Ended

  September 30, 2015

  File No. 1-36057

Dear Mr. Skinner:

Ring Energy, Inc., a Nevada corporation
(the “Company,” “we,” “us,” or “our”) is submitting this letter in response to
the comment letter from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
dated December 29, 2015 (the “Comment Letter”) with respect to the Company’s Quarterly Report Form 10-Q for the
fiscal quarter ended September 30, 2015 (File No. 001-36057) (the “Form 10-Q”) filed with the Commission on November
9, 2015.

This letter sets forth the comments of
the Staff in the Comment Letter (numbered in accordance with the Comment Letter) and, following the comment, sets forth our response.

Form 10-Q for the Fiscal Quarter Ended
September 30, 2015

Financial Statements

Note 1 – Basis of Presentation
and Significant Accounting Policies

Oil and Gas Properties, page 9

 1. You state here that you evaluate oil and gas properties for impairment at least annually. Please
tell us how your accounting policy complies with Regulation S-X, Rule 4-10(c)(4), which requires a ceiling test to be performed
each period, i.e. quarterly.

Response 1: We do perform
impairment evaluations at each quarterly balance sheet date. We will adjust and improve the language in our future filings to specify
that we perform such evaluations quarterly.

 2. Disclosure on page 30 of your Form 10-K for the year ended December 31, 2014 indicates that
oil prices below $69.99 per barrel would result in a ceiling test impairment. Based on information contained in your Form 10-Q
for the quarterly period ended September 30, 2015, it appears that prices during 2015 have been significantly below that level.
However, we note that you have not recorded a ceiling test impairment. Explain to us how you have concluded that no ceiling test
charge was necessary for any of the interim periods in 2015. As part of your response, provide reasonably detailed summaries of
your ceiling test calculations for each of the quarters of 2015. Clearly describe all significant assumptions underlying your calculations,
including those related to reserve volumes, prices and costs. Describe the reasons for any changes between the assumptions used
in each of your quarterly tests during 2015 and the corresponding assumptions underlying the calculation of your proved reserves
as of December 31, 2014.

Response 2: As noted
above, we perform quarterly impairment evaluations in connection with each balance sheet.

During 2015, each period has
presented its own set of circumstances.

For the quarter ended March
31, 2015, the trailing 12-month NYMEX oil price per SEC reserve pricing regulations was $82.72. All other factors were materially
the same as at year end 2014, so no impairment was required.

    1Q15

    Cost of properties subject to amortization
            $175,689,596

    Accumulated DD&A
            (18,225,569)

    Tax basis of assets
              74,864,892

    NOL carryforward
      54,351,208

    Present value of future net revenues
            $219,006,055

For the quarter ended June 30,
2015, the trailing 12-month NYMEX oil price per SEC reserve pricing regulations was $71.68. We consummated an acquisition during
the quarter providing additional reserves and with other factors being materially the same as yearend 2014, so no impairment was
required.

    2Q15

    Cost of properties subject to amortization
            $257,757,735

    Accumulated DD&A
            (21,198,135)

    Tax basis of assets
            152,658,943

    NOL carryforward
        54,351,208

    Present value of future net revenues
            $266,229,962

Lastly, for the quarter ended
September 30, 2015, the trailing 12-month NYMEX oil price per SEC reserve pricing regulations was $59.21; however, we prepared
an internal reserve report updating quantities and costs and secondary recovery efforts during the quarter. Given the addition
of these reserves, no impairment was required.

    3Q15

    Cost of properties subject to amortization
            $266,979,567

    Accumulated DD&A
            (25,786,691)

    Tax basis of assets
            156,611,741

    NOL carryforward
        54,351,208

    Present value of future net revenues
            $293,575,110

Management’s Discussion and Analysis
of Financial Condition and Results of Operations

Disclosure of Contractual Obligations,
page 17

 3. We note your presentation of a table of contractual obligations. While this disclosure is not
required in reports on Form 10-Q, if you elect to provide it voluntarily, update it to reflect amounts through the end of the period
reported in the Form 10-Q. In this regard, we note that your presentation here does not reflect amounts outstanding under your
credit facility as of September 30, 2015.

Response 3: We will ensure
that any future disclosures of contractual obligations are updated to the end of the period reported, or remove such presentations
if unnecessary.

Controls and Procedures

Changes in internal control over financial
reporting, page 21

 4. Please clarify whether there were changes in your internal control over financial reporting
that materially affected or are reasonably likely to materially affect your internal control over financial reporting. Refer to
Item 308(c) of Regulation S-K.

Response 4: There were
no changes to our internal controls during the period ended September 30, 2015 that would have a material effect on our control
over financial reporting. We will adjust the language in future filings to state this more clearly.

We acknowledge that:

 · the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

 · staff comments or changes to disclosure in response to staff comments do not foreclose the Commission
from taking any action with respect to the filing; and

 · the Company may not assert staff comments as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United States.

If you have any questions or comments concerning
these responses, please do not hesitate to call me at (918) 499-3880, or our counsel, Mark L. Jones of Baker & Hostetler LLP
at (713) 646-1395.

Sincerely,

/s/ William R. Broaddrick

William R. Broaddrick

Chief Financial Officer

Mail Stop 4628
December 29 , 2015

William R. Broaddrick
Chief Financial Officer
Ring Energy, Inc.
901 West Wall St., 3rd Floor
Midland, TX 79702

Re: Ring Energy, Inc
 Form 10 -Q for Fiscal Quarter  Ended
September 30, 2015
Filed November 9, 2015
File No. 1-36057

Dear Mr. Broaddrick :

We have reviewed your filing an d have the following 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circums tances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -Q for Fiscal Quarter Ended September 30, 2015

Financial Statements

Note 1 – Basis of Presentation and Significant Accounting Policies

Oil and Gas Properties, page 9

1. You state here that you evaluate oil and gas properties for impairment at least annually.
Please tell us how your accounting policy complies with Regulation S -X, Rule 4 -
10(c)(4), which requi res a ceiling test to be performed each period, i.e. quarterly.

2. Disclosure on page 30 of your Form 10 -K for the year ended December 31, 2014
indicates that oil prices below $69.99 per barrel would result in a ceiling test impairment.
Based on informati on contained in your Form 10 -Q for the quarterly period ended

William R. Broaddrick
Ring Energy, Inc.
December 29, 2015
Page 2

 September 30, 2015, it appears that prices during 2015 have been significantly below that
level.  However, we note that you have not recorded a ceiling test impairment.  Explain to
us how you ha ve concluded that no ceiling test charge was necessary for any of the
interim periods in 2015.  As part of your response, provide reasonably detailed
summaries of your ceiling test calculations for each of the quarters of 2015.  Clearly
describe all signif icant assumptions underlying your calculations, including those related
to reserve volumes, prices and costs.  Describe the reasons for any changes between the
assumptions used in each of your quarterly tests during 2015 and the corresponding
assumptions u nderlying the calculation of your proved reserves as of December 31, 2014.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Disclosure of Contractual Obligations, page 17

3. We note your presentation of a table of contractual obligations.  While this disclosure is
not required in reports on Form 10 -Q, if you elect to provide it voluntarily, update it to
reflect amounts through the end of the period reported in the Form 10 -Q.  In this regard,
we note that your presentation here does not reflect amounts outstanding under your
credit facility as of September 30, 2015.

Controls and Procedures

Changes in internal control over financial reporting, page 21

4. Please clarify whether there were changes in your internal control over financial reporting
that materially affected or are reasonably likely to materially affect your internal control
over financial reporting.  Refer to Item 308(c) of Regulation S -K.

We urge all persons who ar e responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange 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.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

William R. Broaddrick
Ring Energy, Inc.
December 29, 2015
Page 3

You may contact Sandy Eisen  at (202) 551-3864  or me at (202) 551 -3489 if you have questions
regarding comments on the financial statements and related matters.

Sincerely,

 /s/ Brad Skinner

        Brad Skinner
Senior Assistant Chief Accountant
Office of Natural Resources

CORRESP
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Acceleration Request

August 28, 2014

VIA EDGAR AND COURIER

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attn: H. Roger Schwall

 Re: Ring Energy, Inc.

Registration Statement on Form S-1

File No. 333-197359

Dear Mr. Schwall,

Ring Energy, Inc. (the “Company”), pursuant to Rule 461 of the rules and regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”), hereby requests that the effective date of the above-referenced Registration Statement on Form S-1, as amended, be accelerated so that the Registration Statement will become effective at 3:00 p.m., Eastern Standard Time, on September 3, 2014, or as soon as practicable thereafter.  We are aware of our filing obligations under the Securities Act and intend to fully comply therewith.

We acknowledge and understand that the Company and management are responsible for the accuracy and adequacy of the disclosures made in our filings.

The Company further acknowledges:

·

Should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, 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 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.

We request that we be notified of such effectiveness by telephone call to Mark L. Jones of Burleson LLP at (713) 358-1791.

Sincerely,

 By:

 William R. Broaddrick

 William R. Broaddrick

 Chief Financial Officer

cc:

 Kelly Hoffman, Ring Energy, Inc.

Lloyd T. Rochford, Ring Energy, Inc.

Mark L. Jones, Burleson LLP

CORRESP
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Converted by EDGARwiz

August 19, 2014

VIA EDGAR AND COURIER

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attn: H. Roger Schwall

Re: Ring Energy, Inc.

Amendment No. 1 to the Registration Statement on Form S-1 filed July 11, 2014

File No. 333-197359

Ladies and Gentlemen:

On behalf of our client, Ring Energy, Inc. (the “Company”), we are filing with the Securities and Exchange Commission (the “Commission”), Amendment No. 1 to the Registration Statement on Form S-1 (“Amendment No. 1”) relating to the offer and sale by certain selling stockholders of the Company, including their donees, pledgees, transferees or other successors-in-interests (the “Selling Stockholders”), of up to 2,000,001 outstanding shares (the “Resale Shares”) of the Company’s common stock.

This letter also sets forth the Company’s responses to comments from the staff of the Division of Corporation Finance (the “Staff”) contained in the comment letter from the Commission dated July 30, 2014, in connection with the Registration Statement filed with the Commission on July 11, 2014 (the “Registration Statement”).

For your convenience, we are providing by courier to H. Roger Schwall a courtesy package which includes a copy of this letter and a copy of Amendment No. 1 that has been marked to show changes from the Registration Statement.

For the Staff’s convenience, the Staff’s comments have been stated below in their entirety, with the responses to a particular comment set out immediately under the comment or comments. The headings and numbered paragraphs in this letter correspond to the headings and numbered paragraphs in the comment letter from the Staff. When indicated, the responses described below are contained in Amendment No. 1. Capitalized terms used but not defined in this letter are intended to have the meanings ascribed to such terms in Amendment No. 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), which is a different offering. Explain to us why you believe it was appropriate to do so and why that does not constitute an offer for shares in the Current Offering. In this regard, we note that any prospectus for the Current Offering prior to effectiveness would have to filed pursuant to Rule 424(a). As part of your response, tell us whether you have sold any securities with the Supplement.

Response: The Company respectfully acknowledges the Staff’s comment. Prospectus Supplement No. 6, which included the Registration Statement on Form S-1 for the Current Offering as an exhibit, was filed for informational purposes and to amend and supplement the prospectus for the Prior Offering and not for the purpose of offering securities in the Current Offering. The Registration Statement on Form S-1 for the Current Offering contained certain business information that had not been previously disclosed by the Company and was not contained in the Prospectus or Prospectus Supplements for the Existing Offering. We filed Prospectus Supplement No. 7 pursuant to Rule 424(b) with clarifying language to the effect that it “was for informational purposes only” in response to the Staff’s comment.

Each of the Resale Shares that the Company is seeking to register pursuant to the Registration Statement contains a restrictive legend, and no such legend has been or will be removed until such time as the Registration Statement for the Current Offering is declared effective by the Commission.

Neither the Company nor any Selling Stockholder has sold any securities with the Prospectus for the Current Offering.

2.

While you did not check the box on the Registration Statement Cover Page indicating that you are a smaller reporting company (SRC), you indicate on page 52 that you are a SRC and have provided the level of disclosure provided by a SRC. Please revise your registration statement to provide the disclosure required for non-smaller reporting companies. For example, provide 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 and 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 the aggregate value of the common stock held by non-affiliates as of June 30, 2014 (the end of your second quarter) was $110 million exceeding the limit of $75 million threshold for RC set forth in Rule 405 of Regulation C.

Response: The Company respectfully acknowledges the Staff’s comment. Amendment No. 1 deletes the reference indicating that the Company is a SRC and includes the disclosures required of non-smaller reporting companies, including, among other disclosures, (i) the consolidated statements of income and cash flows for each of the three fiscal years preceding the date of the Company’s most recent audited balance sheet and (ii) compensation data for the Company’s principal executive officer, principal financial officer and two most highly compensated executive officers other than the principal executive officer and principal financial officer. As of the end of the last completed fiscal year, the Company had only two executive officers other than the PEO and PFO, and Amendment No. 1 includes the material elements of compensation awarded to, earned by or paid to such executive officers.

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 broker-dealers or affiliates of registered broker-dealers 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 be “underwriters” is insufficient in this regard.

Response: The Company respectfully acknowledges the Staff’s comment. Amendment No. 1 reflects that no Selling Stockholder is a registered broker-dealer or an affiliate of a registered broker-dealer. The Company’s statement on page 27 has been revised to reflect that no Selling Stockholder is a registered broker-dealer or an affiliate of a registered broker-dealer, and to the Company’s knowledge, there are currently no plans, arrangements or understandings between any Selling Stockholder and any broker-dealer, underwriter or agent regarding the sale of the Company’s securities.

Please acknowledge receipt of this letter by stamping the enclosed copy and returning it to the courier who has been instructed to wait. If you have any questions or comments concerning these responses, please do not hesitate to call Mark L. Jones at (713) 358-1791.

[SIGNATURE PAGE FOLLOWS]

2

 Very truly yours,

/s/ Burleson LLP

 Burleson LLP

cc:

 William R. Broaddrick, Ring Energy, Inc.

Kelly Hoffman, Ring Energy, Inc.

Lloyd T. Rochford, Ring Energy, Inc.

3

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

CORRESP
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CORRESP

 February 5, 2014

VIA EDGAR AND COURIER

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F. Street,
N.E.

 Washington, D.C. 20549

 Attn: Anne Nguyen Parker

Re: Ring Energy, Inc.

Registration Statement on Form S-1

File No. 333-191483

 Dear Ms. Parker,

 Ring Energy, Inc. (the “Company”), pursuant to Rule 461 of the rules and regulations promulgated under the Securities Act of
1933, as amended (the “Securities Act”), hereby requests that the effective date of the above-referenced Registration Statement on Form S-1, as amended, be accelerated so that the Registration Statement will become effective at 3:00 p.m.,
Eastern Standard Time, on February 6, 2014, or as soon as practicable thereafter. We are aware of our filing obligations under the Securities Act and intend to fully comply therewith.

We acknowledge and understand that the Company and management are responsible for the accuracy and adequacy of the disclosures made in our
filings.

 The Company further acknowledges:

•

Should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, 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 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.

 We request that we be notified of such effectiveness by telephone call to Mark L. Jones of Burleson LLP at
(713) 358-1791.

      Sincerely,

By:

/s/ William R. Broaddrick

William R. Broaddrick

Chief Financial Officer

cc:
Securities and Exchange Commission

Attn: Karina Dorin

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Kelly Hoffman, Ring Energy, Inc.

Lloyd T. Rochford, Ring Energy, Inc.

Mark L. Jones, Burleson LLP

CORRESP
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CORRESP

 February 3, 2014

 VIA
EDGAR AND COURIER

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F. Street, N.E.

Washington, D.C. 20549

 Attn: Anne Nguyen Parker

Re: Ring Energy, Inc.

 Amendment
No. 2 to the Registration Statement on Form S-1 filed September 30, 2013

 File No. 333-191483

Ladies and Gentlemen:

 On behalf of our client,
Ring Energy, Inc. (the “Company”), we are filing with the Securities and Exchange Commission (the “Commission”), Amendment No. 2 to the Registration Statement on Form S-1 (“Amendment
No. 2”) relating to the offer and sale by certain selling stockholders of the Company, including their donees, pledgees, transferees or other successors-in-interests (the “Selling Stockholders”), of up to 3,528,580
outstanding shares (the “Resale Shares”) of the Company’s Common Stock.

 This letter also sets forth the
Company’s responses to comments from the staff of the Division of Corporation Finance (the “Staff”) contained in the comment letter from the Commission dated January 30, 2014, in connection with Amendment No. 1 to the
Registration Statement filed with the Commission on January 24, 2014.

 For your convenience, we are providing by courier to Anne
Nguyen Parker a courtesy package which includes a copy of this letter and a copy of Amendment No. 2 that has been marked to show changes from Amendment No. 1 to the Registration Statement filed on January 24, 2014.

For the Staff’s convenience, the Staff’s comments have been stated below in their entirety, with the responses to a particular
comment set out immediately under the comment or comments. The headings and numbered paragraphs in this letter correspond to the headings and numbered paragraphs in the comment letter from the Staff. When indicated, the responses described below are
contained in Amendment No. 2. Capitalized terms used but not defined in this letter are intended to have the meanings ascribed to such terms in Amendment No. 2.

 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 the offering or increase.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the Registration Statement to disclose
in Amendment No. 2 the shares beneficially owned prior to and following the offering.

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.

 Response: The Company respectfully acknowledges the Staff’s comment.
Amendment No. 2 reflects the applicable percentage ownership based on the shares outstanding as of January 30, 2014.

 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.

 Response: The Company respectfully
acknowledges the Staff’s comment. Exhibit 5.1 to Amendment No. 2 removes the assumption included in clause (H) of the fourth paragraph of Amendment No. 1 to the Registration Statement, and states in the fifth paragraph that the
Resale Shares are validly issued, fully paid and non-assessable as such shares are already issued and outstanding.

 Please acknowledge receipt of this
letter by stamping the enclosed copy and returning it to the courier who has been instructed to wait. If you have any questions or comments concerning these responses, please do not hesitate to call Mark L. Jones at (713) 358-1791 or Allison
Danna at (713) 358-1748.

 [SIGNATURE PAGE FOLLOWS]

 2

 Very truly yours,

 /s/ Burleson LLP

 Burleson LLP

cc:
Securities and Exchange Commission

 Attn: Karina Dorin

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, NE

 Washington,
D.C. 20549

 William R. Broaddrick, Ring Energy, Inc.

Kelly Hoffman, Ring Energy, Inc.

Lloyd T. Rochford, Ring Energy, Inc.

 3

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

CORRESP
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CORRESP

 January 24, 2014

 VIA
EDGAR AND COURIER

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F. Street, N.E.

Washington, D.C. 20549

 Attn: Anne Nguyen Parker

Re: Ring Energy, Inc.

 Amendment
No. 1 to the Registration Statement on Form S-1 filed September 30, 2013

 File No. 333-191483

Ladies and Gentlemen:

 On behalf of our
client, Ring Energy, Inc. (the “Company”), we are filing with the Securities and Exchange Commission (the “Commission”), Amendment No. 1 to the Registration Statement on Form S-1 (“Amendment
No. 1”) relating to the offer and sale by certain selling stockholders of the Company, including their donees, pledgees, transferees or other successors-in-interests (the “Selling Stockholders”), of up to 3,528,580
outstanding shares (the “Resale Shares”) of the Company’s Common Stock.

 This letter also sets forth
the Company’s responses to comments from the staff of the Division of Corporation Finance (the “Staff”) contained in the comment letter from the Commission dated October 21, 2013, in connection with the Registration
Statement filed with the Commission on September 30, 2013.

 For your convenience, we are providing by courier to Anne Nguyen
Parker a courtesy package which includes a copy of this letter and a copy of Amendment No. 1 that has been marked to show changes from the original Registration Statement filed on September 30, 2013.

For the Staff’s convenience, the Staff’s comments have been stated below in their entirety, with the responses to a particular
comment set out immediately under the comment or comments. The headings and numbered paragraphs in this letter correspond to the headings and numbered paragraphs in the comment letter from the Staff. When indicated, the responses described below are
contained in Amendment No. 1. Capitalized terms used but not defined in this letter are intended to have the meanings ascribed to such terms in Amendment No. 1.

 General

1.
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 Joint Development Agreement dated
effective October 16, 2013 and the August 2013 extension to your revolving credit facility described at page 68. Please note that we may have comments on the legal opinion and other exhibits once they are filed. Understand that we will need
adequate time to review these materials before accelerating effectiveness.

 Response: The
Company respectfully acknowledges the Staff’s comment and will file with Amendment No. 1 the exhibits that are required to be filed, as indicated in the exhibit index set forth at Item 16 of the Registration Statement and all other
exhibits required to be filed with the Registration Statement. The Company has previously filed (i) the Joint Development Agreement dated effective October 16, 2013, as Exhibit 10.1 to the Form 8-K filed on October 18, 2013, and
(ii) the August 2013 extension to the Company’s revolving credit facility as the Exhibit 10.3 to the Company’s Form 10-Q filed on November 7, 2013. The Company will file the Exhibit 5.1 legal opinion with Amendment No. 1.

 Selling Stockholders, page 24

2.
You disclose on your prospectus cover page that the selling stockholders may offer and sell from time to time up to 3,528,580 shares. Please revise your tabular disclosure to clearly reflect the shares beneficially
owned prior to and following the offering, and to include all the information required by Item 507. Please ensure that the disclosure reflects the natural persons who have sole or shared voting or investment power over any shareholder entity.
See Item 507 of Regulation S-K, and for guidance, refer to Questions 140.01, 140.02, and 240.04 of the Division of Corporation Finance’s Compliance and Disclosure Interpretations of Regulation S-K. In addition, please tell us whether this
entity is a broker-dealer or an affiliate of a broker-dealer.

 Response: The Company
respectfully acknowledges the Staff’s comment and will disclose with Amendment No. 1 the shares beneficially owned prior to and following the offering and all other information required by Item 507. The Company’s disclosures in
Amendment No. 1 will reflect the natural persons who have sole or shared voting or investment power over any shareholder entity and whether such shareholder entity is a broker-dealer or an affiliate of a broker-dealer.

 2

 Description of Capital Stock, page 33

3.
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.

Response: The Company respectfully acknowledges the Staff’s comment and will file with Amendment No. 1 a revised
disclosure reflecting that the authority to adopt, amend or repeal the Company’s bylaws is reserved exclusively to the Board of Directors.

The Bylaws of the Company state that the “bylaws may be amended or repealed and new bylaws may be adopted (i) by the affirmative vote
of the holders of a majority of the capital stock issued and outstanding and entitled to vote at any meeting of shareholders, unless the Articles of Incorporation of the Corporation grants the authority to adopt, amend or repeal bylaws
exclusively to the directors, or (ii) by resolution adopted by the affirmative vote of not less than a majority of the number of directors of the Corporation, unless otherwise prohibited by any bylaw adopted by the shareholders.”

On page 35 of Amendment No. 1, the Company has revised its disclosures to reflect that the authority to adopt, amend or repeal the
Company’s bylaws is reserved exclusively to the Board of Directors.

4.
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.

 Response: The Company respectfully acknowledges the Staff’s comment and has revised
page 36 of Amendment No. 1 to urge investors to “read applicable Nevada law.”

 Internal Controls Over Reserve Estimates, page 52

5.
You disclose that your reserve estimates are reviewed and approved by your Operations Vice President and Chief Executive Officer. You also 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.

 Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on
page 53 of Amendment No. 1 to disclose that the Company’s Vice President of Operations, a petroleum engineer, and Chief Executive Officer are primarily responsible for overseeing the preparation of the reserves estimates, the process for
development such estimates, and for overseeing the reserves audit, as required by Item 1202(a)(7) of Item S-K.

 3

 The Company’s reserve data and estimates were compiled, prepared and audited by third party
independent consultants, W. Craig Gaines, Michael Arguijo and Williamson Petroleum Consultants, Inc., as described in more detail in the Registration Statement, in compliance with SEC definitions and guidance and in accordance with generally
accepted petroleum engineering principles. The technical persons referred to above and those persons employed by Williamson Petroleum Consultants, Inc., meet the requirements regarding qualifications, independence, objectivity and confidentiality
set forth in the Standards Pertaining to the Estimating and Auditing of Oil and Natural Gas Reserves Information promulgated by the Society of Petroleum Engineers. The Company’s reserve estimates are prepared by examination and evaluation of
production data, production decline curves, reservoir pressure data, logs, geological data, and offset analogies. The third party independent consultants are provided full access to complete and accurate information pertaining to the property, and
to all applicable personnel of the Company. The Company’s reserve estimates and process for developing such estimates are reviewed and approved by its Vice President of Operations, Daniel D. Wilson, a petroleum engineer, and Chief Executive
Officer, Kelly Hoffman, to ensure compliance with SEC disclosure and internal control requirements and to verify the independence of the third party consultants. Mr. Daniel Wilson, a petroleum engineer and businessman, has 29 years of
experience in operating, evaluating and exploiting oil and gas properties. Mr. Kelly Hoffman has 38 years of well-rounded experience in the oil and gas industry. The Company’s management is ultimately responsible for reserve estimates and
reserve disclosures and ensuring that they are in accordance with the applicable regulatory requirements and industry standards and practices.

Undertakings, page II-3

6.
Please provide the undertakings required by Item 512(a)(5)(ii) and Item 512(a)(6) of Regulation S-K.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosures set forth at
Item 17 in Amendment No. 1 to include all undertakings required by Item 512(a)(5)(ii) and 512(a)(6) of Regulation S-K. On page II-6 of Amendment No. 1, Item 17 has been amended to include the following as required by
Item 512(a)(5)(ii) and 512(a)(6) of Regulation S-K, in addition to those required undertakings previously disclosed in the Registration Statement filed with the Commission on September 30, 2013.

The Registrant hereby undertakes that:

1.
 For the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule 430C (§230.430C
of this chapter), each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A
(§230.430A of this chapter), shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or
prospectus that is part of the registration statement or made in a

 4

document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract
of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

2.
For the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary
offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any
of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: (i) Any preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule 424 (§230.424 of this chapter); (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the
undersigned registrant; (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant;
and (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 Signatures

7.
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 officer and chief financial officer sign in those respective capacities. In addition, please ensure that your signature page is dated concurrent with the date you file your amendment.

 Response: The Company respectfully acknowledges the Staff’s comment. All officers and directors set forth
on the signature page had executed the Registration Statement as of the date it was filed; however, their respective signatures were not conformed appropriately. Amendment No. 1 includes the conformed signatures of all of the officers and
directors, and the chief executive officer and chief financial officer have signed Amendment No. 1 in the indicated capacities. All such signatures will be dated concurrent with the date Amendment No. 1 is filed.

8.
Please revise your signature certification language with respect to the signature of your Directors to reflect the language set forth in Form S-1.

Response: The Company respectfully acknowledges the Staff’s comment and has revised its signature certification language to
reflect the language set forth in Form S-1.

 5

 Exhibits

9.
Exhibits 2.1 and 10.1 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.

 Response: The
Company respectfully acknowledges the Staff’s comment and has amended and resubmitted Exhibits 2.1 and 10.1 in a text searchable format in accordance with the EDGAR Filer Manual, Volume II: “Edgar Filing,” Version 21 (October 2012)
and Item 301 of Regulation S-T.

10.
Please submit the interactive data files required by Item 601(b)(101) of Regulation S-K. It does not appear that these interactive data files have been submitted with this registration statement. Please
advise.

 Response: The Company respectfully acknowledges the Staff’s comment and has
submitted the interactive data files required by Item 601(b)(101) of Regulation S-K.

 Please acknowledge receipt of this letter by stamping the
enclosed copy and returning it to the courier who has been instructed to wait. If you have any questions or comments concerning these responses, please do not hesitate to call Mark L. Jones at (713) 358-1791 or Allison Danna at
(713) 358-1748.

 [SIGNATURE PAGE FOLLOWS]

 6

 Very truly yours,

 Burleson LLP

cc:
Securities and Exchange Commission

 Attn: Karina Dorin

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, NE

 Washington,
D.C. 20549

 William R. Broaddrick, Ring Energy, Inc.

Kelly Hoffman, Ring Energy, Inc.

Lloyd T. Rochford, Ring Energy, Inc.

 7

CORRESP
1
filename1.htm

CORRESP

 December 3, 2013

United States Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, NE

 Washington, DC 20549

RE:
Ring Energy, Inc.

Registration Statement on Form S-1 File

No. 333-191482

 Ladies and Gentlemen:

In connection with the above-captioned Registration Statement, we wish to advise you that as of the date hereof, approximately 1,300 copies of the Preliminary
Prospectus dated November 29, 2013 were distributed as follows: 0 to prospective underwriters; approximately 1,050 to institutional investors; 0 to prospective dealers; and approximately 250 to individuals.

We have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934,
as amended, to the extent applicable.

 We hereby join in the request of the registrant that the effectiveness of the above-referenced Registration
Statement, as amended, be accelerated to 4:00 p.m. EST on December 5, 2013 or as soon thereafter as practicable.

Very truly yours,

SUNTRUST ROBINSON HUMPHREY, INC.

For itself and as Representative of the several Underwriters

By:

/s/ John M.H. Williams, II

Name:  John M.H. Williams, II

Title:    Managing Director

CORRESP
1
filename1.htm

CORRESP

 December 3, 2013

VIA EDGAR AND COURIER

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 100 F. Street,
N.E.

 Washington, D.C. 20549

 Attn: Anne Nguyen Parker

Re: Ring Energy, Inc.

Registration Statement on Form S-1

File No. 333-191482

 Dear
Ms. Parker,

 Ring Energy, Inc. (the “Company”), pursuant to Rule 461 of the rules and regulations promulgated under the
Securities Act of 1933, as amended (the “Securities Act”), hereby requests that the effective date of the above-referenced Registration Statement on Form S-1, as amended, be accelerated so that the Registration Statement will become
effective at 4:00 p.m., Eastern Standard Time, on December 5, 2013, or as soon as practicable thereafter. We are aware of our filing obligations under the Securities Act and intend to fully comply therewith.

We acknowledge and understand that the Company and management are responsible for the accuracy and adequacy of the disclosures made in our
filings.

 The Company further acknowledges:

•

Should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, 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 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.

 We request that we be notified of such effectiveness by telephone call to Mark L. Jones of Burleson LLP at
(713) 358-1791.

 Sincerely,

By:

/s/ William R. Broaddrick

William R. Broaddrick

Chief Financial Officer

cc:
Securities and Exchange Commission

Attn: Karina Dorin

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Kelly Hoffman, Ring Energy, Inc.

Lloyd T. Rochford, Ring Energy, Inc.

Mark L. Jones, Burleson LLP

 2

CORRESP
1
filename1.htm

CORRESP

 November 29, 2013

 VIA
EDGAR AND COURIER

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F. Street, N.E.

Washington, D.C. 20549

 Attn: Anne Nguyen Parker

Re: Ring Energy, Inc.

 Amendment
No. 3 to the Registration Statement on Form S-1 filed September 30, 2013

 File No. 333-191482

Ladies and Gentlemen:

 On behalf of our client,
Ring Energy, Inc. (the “Company”), we are filing with the Securities and Exchange Commission, Amendment No. 3 to the Registration Statement on Form S-1 relating to the primary offering of shares of Common Stock of the Company
with exception of the Rule 430A information.

 The Rule 430A information will be provided in the final prospectus filed under Rule 424(b).

 For your convenience, we are providing to Anne Nguyen Parker and Karina Dorin courtesy packages which include a copy of this letter and a
copy of Amendment No. 3 that has been marked to reflect changes from Amendment No. 2 to the Registration Statement filed on November 20, 2013.

Please acknowledge receipt of this letter by stamping the enclosed copy and returning it to the courier who has been instructed to wait. If
you have any questions or comments concerning these responses, please do not hesitate to call Mark L. Jones at 713-358-1791 or Allison A. Danna at 713-358-1748.

Very truly yours,

Burleson LLP

cc:

 Securities and Exchange Commission

 Attn:
Karina Dorin

 Division of Corporation Finance

 U.S. Securities
& Exchange Commission

 100 F Street, NE

 Washington, D.C.
20549

 William R. Broaddrick, Ring Energy, Inc.

Kelly Hoffman, Ring Energy, Inc.

 Lloyd T. Rochford, Ring Energy,
Inc.

 2

CORRESP
1
filename1.htm

SEC eEsponse

November 20, 2013

VIA EDGAR AND COURIER

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attn: Anne Nguyen Parker

Re: Ring Energy, Inc.

Amendment No. 2 to the Registration Statement on Form S-1 filed September 30, 2013

File No. 333-191482

Ladies and Gentlemen:

On behalf of our client, Ring Energy, Inc. (the “Company”), we are filing with the Securities and Exchange Commission (the “Commission”), Amendment No. 2 to the Registration Statement on Form S-1 (“Amendment No. 2”) relating to the issuance by the Company of shares of Common Stock in an amount and at a price to be determined.

This letter also sets forth the Company’s responses to comments from the staff of the Division of Corporation Finance (the “Staff”) contained in the comment letter from the Commission dated November 19, 2013, in connection with the Registration Statement filed with the Commission on September 30, 2013.

For your convenience, we are providing to Anne Nguyen Parker a courtesy package which includes a copy of this letter and a copy of Amendment No. 2 that has been marked to reflect changes from the original Registration Statement filed on September 30, 2013.

For the Staff’s convenience, the Staff’s comments have been stated below in their entirety, with the responses to a particular comment set out immediately under the comment or comments. The headings and numbered paragraphs in this letter correspond to the headings and numbered paragraphs in the comment letter from the Staff. When indicated, the responses described below are contained in Amendment No. 2.  Capitalized terms used but not defined in this letter are intended to have the meaning ascribed to such terms in Amendment No. 2.

1.

We note your revised disclosure in response to prior Comment 4.  We further note that you have not disclosed any current specific plan for a substantial portion of your potential net proceeds from the offering.  Briefly discuss the principal reasons for the offering at this time.

Response: The Company respectfully acknowledges the Staff’s comment and has included in Amendment No. 2 additional information regarding the “Use of Proceeds” from the offering.  The aggregate offering of Common Stock is not expected to exceed $60,000,000, even though the amount used for purposes of calculating the registration fee is substantially higher.  The registration fee paid by the Company is not indicative of the amount of proceeds to be raised in connection with this offering.

For purposes of this Amendment No. 2, we are assuming the Company raises $60,000,000 net proceeds in this offering. As set forth in the “Use of Proceeds” section of Amendment No. 2, the Company would use such net proceeds from the sale of Common Stock for the following during the first and second fiscal quarters of 2014.

·

To pay for drilling and completing approximately 36 wells and re-working 12 wells, currently budgeted at approximately $22,700,000, on certain oil and gas properties located in Andrews and Gaines Counties, Texas.

·

To pay for the construction of tank batteries, flow lines and other infrastructure to support such new wells with an estimated cost of approximately $1,300,000.

·

To pay for additional leases of oil and gas properties estimated to cost approximately $8,300,000, including associated title costs.

·

To pay down approximately $10,000,000 of borrowings under our credit facility.

·

To pay for acquisitions of oil and gas properties in and around existing properties in the approximate amount of $15,000,000.

·

And with respect to any remainder of funds, to pay for any cost overruns associated with any of the foregoing or other business expenses of the Company.

The foregoing sets forth the Company’s current intentions with respect to the net proceeds from this offering.  The Company may reallocate such proceeds for other working capital and general corporate purposes that its deems to be in its best interests or due to unforeseen changes in circumstances or events, including without limitation, well results, economic conditions, and other acquisition opportunities.  The Company expects for these proceeds to constitute only a portion of our capital expenditure budget for 2014, to be announced in early 2014.

In connection with the Company’s $10,000,000 credit facility referenced above, the interest rate charged by the bank on outstanding indebtedness is the bank’s prime rate plus 0.75%.  The Company will use a portion of the net proceeds to pay down any borrowings from said credit facility.  The maturity date on such facility has been extended to April 10, 2014.

2.

We note you have removed the reference to W. Craig Gaines as an expert, although you have filed his report and consent. Please advise or revise.

Response: The Company respectfully acknowledges the Staff’s comment. The reference to W. Craig Gaines was inadvertently removed from the “Experts” section of Amendment No. 1.  The Company has included W. Craig Gaines as an expert in Amendment No. 2.

Please acknowledge receipt of this letter by stamping the enclosed copy and returning to the courier who has been instructed to wait.  If you have any questions or comments concerning these responses, please do not hesitate to call Mark L. Jones at 713-358-1791, Allison Danna at 713-358-1748 or Matthew Stirneman at 713-358-1752.

 Very truly yours,

/s/ Burleson LLP

 Burleson LLP

cc:

 Securities and Exchange Commission

Attn: Karina Dorin

Division of Corporation Finance

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

William R. Broaddrick, Ring Energy, Inc.

Kelly Hoffman, Ring Energy, Inc.

Lloyd T. Rochford, Ring Energy, Inc.

2

November 19 , 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.
  Amendment No. 1 to Registration Statement on Form S-1
Filed  November 12 , 2013
  File No.  333-19148 2

Dear Mr. Hoffman :

We have reviewed your amended registration statement and your letter dated November
12, 2013.  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.

Use of Proceeds , page 21

1. We note your revised disclosure  in response to prior comment 4.  We further note that
you have not disclosed any current specific plan for a substantial portion of your potential
net proceeds from the offering.  Briefly discuss the principal reasons for the offering at
this time.  See g enerally Item 504 of Regulation S -K.

Experts, page 70

2. We note you have removed the reference to W. Craig Gaines as an expert, although you
have filed his report and consent.  Please advise or revise.

We urge all persons who are responsible for the accur acy 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

Mr. Kelly Hoffman
Ring Energy, Inc.
November 19, 2013

 possession of all facts relatin g 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 pro vide 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 Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant t o 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 reques ts 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

CORRESP
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filename1.htm

SEC Response

November 12, 2013

VIA EDGAR AND COURIER

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attn: Anne Nguyen Parker

 Re: Ring Energy, Inc.

Amendment No. 1 to the Registration Statement on Form S-1 filed September 30, 2013

File No. 333-191482

Ladies and Gentlemen:

On behalf of our client, Ring Energy, Inc. (the “Company”), we are filing with the Securities and Exchange Commission (the “Commission”), Amendment No. 1 to the Registration Statement on Form S-1 (“Amendment No. 1”) relating to the issuance by the Company of shares of Common Stock in an amount and at a price to be determined.

This letter also sets forth the Company’s responses to comments from the staff of the Division of Corporation Finance (the “Staff”) contained in the comment letter from the Commission dated October 21, 2013, in connection with the Registration Statement filed with the Commission on September 30, 2013.

For your convenience, we are providing by courier to Anne Nguyen Parker a courtesy package which includes a copy of this letter and a copy of Amendment No. 1 that has been marked to reflect changes from the original Registration Statement filed on September 30, 2013.

For the Staff’s convenience, the Staff’s comments have been stated below in their entirety, with the responses to a particular comment set out immediately under the comment or comments. The headings and numbered paragraphs in this letter correspond to the headings and numbered paragraphs in the comment letter from the Staff. When indicated, the responses described below are contained in Amendment No. 1.  Capitalized terms used but not defined in this letter are intended to have the meaning ascribed to such terms in Amendment No. 1.

General

1.

Please provide all disclosure other than the information that Rule 430A permits you to omit in your 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.

Response: The Company respectfully acknowledges the Staff’s comment and will file with Amendment No. 1 all required disclosure information, including the name of the lead managing underwriter.

As set forth in the “Underwriting” section on page 67 of Amendment No. 1, SunTrust Robinson Humphrey, Inc. is acting as the sole book-running manager and as the lead managing underwriter.

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 Agreement 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 filed.  Understand that we will need adequate time to review these materials before accelerating effectiveness.

Response: The Company respectfully acknowledges the Staff’s comment and will file with Amendment No. 1 certain of the exhibits that are required to be filed, as indicated in the exhibit index set forth at Item 16 of the Registration Statement and all other exhibits required to be filed with the Registration Statement.  We have included as exhibits to Amendment No. 1 all amendments to the revolving credit facility. The underwriting agreement and lock-up agreements with the Company’s executive officers and directors will be filed as an amendment to the Registration Statement once such agreements are finalized.

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.

Response: The Company respectfully acknowledges the Staff’s comment and, prior to the effectiveness of the Registration Statement, will provide the Staff with a letter from FINRA confirming that FINRA has completed its review, including its review regarding the underwriting compensation terms and arrangements of this offering, and that it has no objection.

Use of Proceeds, page 22

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 amounts 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.

Response:  The Company respectfully acknowledges the Staff’s comment and will file with Amendment No. 1 a revised disclosure in the “Use of Proceeds” section to describe in detail the principal purposes for which the net proceeds are intended to be used, including the capital allocation of the proceeds and the interest rate and the maturity of the indebtedness to be discharged by the proceeds.

We are going to break down the use of expected net proceeds in the kind of detail set forth below once we determine the amount of net proceeds to be received in connection with this offering. For the purposes of Amendment No. 1, we are assuming the Company raises $40 million net proceeds in this offering. As set forth on page 22 of Amendment No. 1, the Company would use such net proceeds from the sale of Common Stock for the following during the first and second fiscal quarters of 2014:

·

To pay for drilling and completing approximately 35 wells, currently budgeted at approximately $21,000,000, on certain oil and gas properties located in Andrews County, Texas.

·

To pay for the construction of tank batteries, flow lines and other infrastructure to support such new wells with an estimated cost of approximately $1,000,000.

·

To pay for additional leases of oil and gas properties estimated to cost approximately $4,500,000, including associated title costs.

·

To pay down up to $10,000,000 of borrowings under the Company’s credit facility.

·

And with respect to any remainder of funds, to pay for any cost overruns associated with any of the foregoing or other business expenses of the Company.

Amendment No. 1 sets forth the Company’s current intentions with respect to the net proceeds from this offering.  The Company may reallocate such proceeds for other working capital and general corporate purposes that it deems to be in its best interests or due to unforeseen changes in circumstances or events, including, without limitation, well results, economic conditions, and other acquisition opportunities.  The Company expects for the proceeds to constitute only a portion of the Company’s capital expenditure budget for 2014, to be announced in early 2014.

In connection with the Company’s $10,000,000 credit facility referenced above, the interest rate charged by the bank on outstanding indebtedness is the bank’s prime rate plus 0.75%.  The Company will use a portion of the net proceeds to pay down any borrowings from said credit facility.  The maturity date on such facility has been extended to April 10, 2014.

2

Description of Capital Stock, page 25

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.

Response: The Company respectfully acknowledges the Staff’s comment and will file with Amendment No. 1 a revised disclosure reflecting that the authority to adopt, amend or repeal the Company’s bylaws is reserved exclusively to the Board of Directors.

The Bylaws of the Company state that the “bylaws may be amended or repealed and new bylaws may be adopted (i) by the affirmative vote of the holders of a majority of the capital stock issued and outstanding and entitled to vote at any meeting of shareholders, unless the Articles of Incorporation of the Corporation grants the authority to adopt, amend or repeal bylaws exclusively to the directors, or (ii) by resolution adopted by the affirmative vote of not less than a majority of the number of directors of the Corporation, unless otherwise prohibited by any bylaw adopted by the shareholders.”

On page 25 of Amendment No. 1, the Company has revised its disclosures to reflect that the authority to adopt, amend or repeal the Company’s bylaws is reserved exclusively to the Board of Directors.

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.

Response: The Company respectfully acknowledges the Staff’s comment and has revised page 26 of Amendment No. 1 to urge investors to “read applicable Nevada law.”

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 also 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.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on page 41 of Amendment No. 1 to disclose that the Company’s Vice President of Operations, a petroleum engineer, and Chief Executive Officer are primarily responsible for overseeing the preparation of the reserves estimates, the process for development such estimates, and for overseeing the reserves audit, as required by Item 1202(a)(7) of Item S-K.

The Company’s reserves data and estimates were compiled, prepared and audited by third party independent consultants, W. Craig Gaines, Michael Arguijo and Williamson Petroleum Consultants, Inc., as described in more detail in the Registration Statement, in compliance with SEC definitions and guidance and in accordance with generally accepted petroleum engineering principles. The technical persons referred to above and those persons employed by Williamson Petroleum Consultants, Inc., meet the requirements regarding qualifications, independence, objectivity and confidentiality set forth in the Standards Pertaining to the Estimating and Auditing of Oil and Natural Gas Reserves Information promulgated by the Society of Petroleum Engineers.  The Company’s reserves estimates are prepared by examination and evaluation of production data, production decline curves, reservoir pressure data, logs, geological data, and offset analogies. The third party independent consultants are provided full access to complete and accurate information pertaining to the property, and to all applicable personnel of the Company. The Company’s reserves estimates and process for developing such estimates are reviewed and approved by its Vice President of Operations, Daniel D. Wilson, a petroleum engineer, and Chief Executive Officer, Kelly Hoffman, to ensure compliance with SEC disclosure and internal control requirements and to verify the independence of the third party consultants.  Mr. Daniel Wilson, a petroleum engineer and businessman, has 29 years of experience in operating, evaluating and exploiting oil and gas properties.  Mr. Kelly Hoffman has 38 years of well-rounded experience in the oil and gas industry. The Company’s management is ultimately responsible for reserve estimates and reserve disclosures and ensuring that they are in accordance with the applicable regulatory requirements and industry standards and practices.

3

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.

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure set forth at Item 17 in Amendment No. 1 to include all undertakings required by Item 512(i) of Regulation S-K.  On page II-4 of Amendment No. 1, Item 17 has been amended to include the following as required by Item 512(i) of Regulation S-K:

The Registrant hereby undertakes that:

1.

For purposes of determining any liability under the Securities Act of 1933, as amended, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933, as amended, shall be deemed to be part of this registration statement as of the time it was declared effective.

2.

For the purpose of determining any liability under the Securities Act of 1933, as amended, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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 officer and chief financial officer sign in those respective capacities.  In addition, please ensure that your signature page is dated concurrent with the date you file your amendment.

Response: The Company respectfully acknowledges the Staff’s comment. All officers and directors set forth on the signature page had executed the Registration Statement as of the date it was filed; however, their respective signatures were not conformed appropriately.  Amendment No. 1 includes the conformed signatures of all of the officers and directors, and the chief executive officer and chief financial officer have signed Amendment No. 1 in the indicated capacities.  All such signatures will be dated concurrent with the date Amendment No. 1 is filed.

10.

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

Response: The Company respectfully acknowledges the Staff’s comment and has revised its signature certification language 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.

Response: The Company respectfully acknowledges the Staff’s comment and has amended and resubmitted Exhibits 23.2, 99.1 and 99.2 in a text searchable format in accordance with 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 interactive data files have been submitted with this registration statement.  Please advise.

Response: The Company respectfully acknowledges the Staff’s comment and has submitted the interactive data files req

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

DIVISION OF
CORPORATION FINANCE MAIL STOP 4628
        April 15, 2010

Mr. Robert “Steve” Owens
Chief Executive Officer Ring Energy, Inc. 18 ½ East State Street, Suite 202 Redlands, California  92373
 Re: Ring Energy, Inc.
  Form 10-K for the Fiscal Year Ended September 30, 2009
Filed December 29, 2009
  File No. 333-140024

Dear Mr. Owens:   We have completed our review of your Form 10-K and related filings and have no further comments at this time.           S i n c e r e l y ,                                     Mark C. Shannon         B r a n c h  C h i e f

CORRESP
1
filename1.htm

SEC Response Letter

Ring Energy, Inc.

18 ½ East State Street

Suite 202

Redlands, CA  92373

April 9, 2010

Ms. Jennifer O’Brien

United States Securities and Exchange Commission

Division of Corporate Finance

Mail Stop 4628

Washington, D.C. 20549-4628

RE:

Ring Energy, Inc.

Form 10-K for the Fiscal Year Ended September 30, 2009

Filed December 29, 2009

Response telephone conversation of April 8, 2010

File No. 333-140024

Dear Ms. O’Brien,

Pursuant to our conversation yesterday, I have attached the Form 10-K/A-1 that incorporates our two responses to your prior comment letters. We intend to file the Form 10-K/A-1 on Monday, April 12th.

We appreciate your assistance in reviewing this document and your courtesy in responding to my telephone call.

Sincerely,

/s/ Denny W. Nestripke

Denny W. Nestripke, Chairman

Encl.

cc:  Ronald N. Vance, Esq.

1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A-1

(Mark One)

 X .

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 2009

     .

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to __________

Commission File Number: 333-140024

Ring Energy, Inc.

(Exact name of Registrant as specified in its charter)

NEVADA

 90-0406406

State or other jurisdiction of incorporation or organization

 I.R.S. Employer Identification No.

18 ½ East State Street, Suite 202, Redlands, CA

 92373

(Address of principal executive offices)

 (Zip Code)

Issuer’s telephone number, including area code: (909) 798-8394

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes      . No  X .

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.  X .

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. (1) Yes  X . No      . (2) Yes  X . No      .

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.       .

1

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer

      .

 Accelerated Filer

      .

Non-Accelerated Filer

      .

 Smaller reporting company

  X .

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

     .

As of March 31, 2009, the aggregate market value of the registrant’s common equity held by non-affiliates was approximately $10,344,600 computed by reference to the average bid and asked price of the Common Stock. For the purpose of the foregoing calculation only, all directors and executive officers of the registrant are assumed to be affiliates of the registrant. Such determination should not be deemed an admission that such officers and directors are, in fact, affiliates of the registrant.

At December 23, 2009, there were 3,548,200 shares of the registrant’s Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None

2

EXPLANATORY NOTE

This Amendment No. 1 to the annual report of Ring Energy, Inc. on Form 10-K/A for the year ended September 30, 2009, amends the items as set forth below.

Item 8, FINANCIAL STATEMENTS, has been revised to include clarifications to the notes to our financial statements for the year ended September 30, 2009, which are included after the signature page of this amended report. The “going concern” paragraph previously included in the notes to the financial statements has been removed. In addition, the “Organization” and “Business Condition” paragraphs of Note 1: Organization and Summary of Significant Accounting Policies, of our financial statements have been revised to eliminate the reference to pre-exploration stage and to designate the company as development stage.

Item 9A(T), CONTROLS AND PROCEDURES, has been revised to include the assessment by management of internal control over financial reporting as of September 30, 2009. In addition the certification of our Principal Executive Officer and our Principal Financial Officer under Item 601(b)(31) of Regulation S-K has been revised and is included as an exhibit to this amended report.

This Amendment No. 1 continues to speak as of the date of the original Form 10-K for the year ended September 30, 2009, and the Company has not updated or amended the disclosures contained in the amended items to reflect events that have occurred since the filing of the original Form 10-K, or modified or updated those disclosures in any way other than as described in the preceding paragraph. Accordingly, this Amendment No. 1 should be read in conjunction with the Company’s filings made with the SEC subsequent to the filing of the original Form 10-K on December 29, 2009.

3

ITEM 8. FINANCIAL STATEMENTS

The financial statements required by this item are included immediately following the signature page of this report.

ITEM 9A(T). CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our principal executive and financial officer, Robert “Steve” Owens, conduced an evaluation, as of the end of the period covered by this report, of whether our disclosure controls and procedures (as defined in Rule 15d-15(e) under the Exchange Act) were (1) effective to ensure that information required to be disclosed by us in reports filed or submitted by us under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and (2) designed to ensure that information required to be disclosed by us in such reports is accumulated, organized and communicated to our management, including our principal executive officer and principal financial officer, as appropriated, to allow timely decisions regarding required disclosure. Based upon this evaluation, Mr. Owens concluded that, as of September 30, 2009, our disclosure controls and procedures were ineffective to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act was complete. We have determined that we omitted Management’s Report on Internal Control over Financial Reporting required by Item 308T of Regulation S-K from Item 9A – Controls and Procedures.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of our company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed our internal control over financial reporting as of September 30, 2009, the end of our fiscal year. Management based its assessment on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management’s assessment included evaluation of such elements as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment.

Based on this assessment of the effectiveness of our internal control over financial reporting, management concluded that our internal control over financial reporting was effective, as of September 30, 2009.

This annual report does not include an attestation report of the company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management's report in this annual report.

4

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rule 15d-15(f) under the Exchange Act) that occurred during the fourth fiscal quarter ended September 30, 2009, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Exhibits

The following exhibits are included with this report:

Item 31.1

Rule 15d-14(a) Certification by Principal Executive Officer and Principal Financial Officer

5

SIGNATURE PAGE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized.

Ring Energy, Inc.

Date: April 9, 2010

By: /s/ Robert “Steve” Owens

 Robert “Steve” Owens, President

6

RING ENERGY, INC.

FINANCIAL STATEMENTS

WITH

REPORT OF REGISTERED PUBLIC ACCOUNTING FIRM

F-1

RING ENERGY, INC.

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

 F-3

Financial Statements

Balance Sheets as of September 30, 2009 and 2008

 F-4

Statements of Operations and Other Comprehensive Loss for the years ended September 30, 2009 and 2008 and from Inception of Development Stage (July 30, 2004) through September 30, 2009

 F-5

Statements of Stockholders' Equity from Inception of Development Stage July 30, 2004) through September 30, 2009

 F-6

Statements of Cash Flows for the years ended September 30, 2009 and 2008 and from Inception of Development Stage (July 30, 2004) through September 30, 2009

 F-7

Notes to Financial Statements

 F-9

F-2

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of

RING ENERGY, Inc

We have audited the accompanying balance sheets of RING ENERGY, Inc as of September 30, 2009 and 2008, and the related statements of operations and other comprehensive loss, stockholders’ equity (deficit) and cash flows for each of the years in the two-year period ended September 30, 2009 and for the period from inception (July 30, 2004) to September 30, 2009. RING ENERGY, Inc’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits. The financial statements of RING ENERGY, Inc as of September 30, 2007 were audited by other auditors whose report dated November 26, 2007, on those statements included an explanatory paragraph describing conditions that raised substantial doubt about the Company's ability to continue as a going concern.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of RING ENERGY, Inc as of September 30, 2009 and 2008, and the results of its operations and its cash flows for each of the years in the two-year period ended September 30, 2009, and the period from inception (July 30, 2004) to September 30, 2009 in conformity with accounting principles generally accepted in the United States of America.

/s/ Haynie & Company

Littleton, CO

December 23, 2009

F-3

Ring Energy, Inc.

(formerly Transglobal Mining Corp.)

(a development stage entity)

Balance Sheets

 September 30,

 2009

 2008

Assets:

Current Assets:

Cash and cash equivalents

 $

 1,050,915

 $

 87,296

Deposits

 1,884

 -

Prepaid expenses

 1,405

 57,228

Total Current Assets

 1,054,204

 144,524

Office Furniture (net)

 7,293

 -

Oil and Gas Interest (net)

 25,780

 -

Other Assets:

Available-for-sale securities

 -

 1,249,614

Total Other Assets

 -

 1,249,614

Total Assets

 $

 1,087,277

 $

 1,394,138

Liabilities and Stockholders' Equity:

Current Liabilities:

Accounts payable and accrued liabilities

 $

 136

 $

 941

Oil and gas drilling and operating costs payable

 27,613

 -

Total Current Liabilities

 27,749

 941

Total Liabilities

 27,749

 941

Stockholders' Equity:

Common Stock, $0.001 par value, 75,000,000 shares

authorized, 3,548,200 shares and 3,541,217 shares

issued and outstanding at September 30, 2009 and

2008, respectively

 3,548

 3,541

Paid-in capital

 1,671,741

 1,671,748

Accumulated other comprehensive loss

 -

 (386)

Deficit accumulated during the development stage

 (615,761)

 (281,706)

Total Stockholders' Equity

 1,059,528

 1,393,197

Total Liabilities and Stockholders' Equity

 $

 1,087,277

 $

 1,394,138

The accompanying notes are an integral part of these financial statements.

F-4

Ring Energy, Inc.

(formerly Transglobal Mining Corp.)

(a development stage entity)

Statements of Operations and Other Comprehensive Loss

 Inception of

 Development

 Stage (July 30,

 For the Year Ended

 2004) through

 September 30,

 September 30,

 2009

 2008

 2009

Revenue

 $

 -

 $

 -

CORRESP
1
filename1.htm

SEC Response Letter

Ring Energy, Inc.

18 ½ East State Street

Suite 202

Redlands, CA  92373

March 9, 2010

Mark C. Shannon, Branch Chief

United States Securities and Exchange Commission

Division of Corporate Finance

Mail Stop 4628

Washington, D.C. 20549-4628

RE:

Ring Energy, Inc.

Form 10-K for the Fiscal Year Ended September 30, 2009

Filed December 29, 2009

Response Letter Dated February 17, 2010

File No. 333-140024

Dear Mr. Shannon,

We are in receipt of your letter dated March 5, 2010, as a follow-up to our prior response letter dated February 17, 2010 in reference to our annual report on Form 10-K for the year ended September 30, 2009 (our “2009 Annual Report”).  We have restated your comments in italics before our responses as follows:

Response Letter Dated February 17, 2010 with Draft of Form 10-K/A-1

Explanatory Note, page 2

1.

Please remove reference to comments by the staff as management’s basis for filing an amended Form 10-K.

The reference to comments by the staff as the basis for the filing of the amended Form 10-K has been removed.

Disclosure Controls and Procedures, page 3

2.

We note from the draft provided that management has again concluded that disclosure controls and procedures were effective as of the end of the fiscal year. In our letter dated February 3, 2010, we asked you to consider whether management’s failure to provide its report on internal control over financial reporting impacts its conclusion regarding the effectiveness of your disclosure controls and procedures as of the end of the fiscal year.  Please tell us the factors you considered and highlight for us those factors that supported your conclusion.  Otherwise, please modify the language in your amended Form 10-K to disclose management’s revised conclusion on the effectiveness of its disclosure controls and procedures as of the end of the fiscal year.

Management has determined that based upon the failure to include its report on internal control over financial reporting in the 2009 Annual Report, the Company’s disclosure controls and procedures were inadequate at September 30, 2009.  As a consequence, language has been added to this section to state that disclosure controls and procedures were inadequate for this reason.

Management’s Report on Internal Control over Financial Reporting, page 3

3.

We note from the draft provided that you intend to disclose that “Our principal weakness is that management is represent by only one individual and as such: (i) one individual incurs an obligation or liability and the same person approves payment of that obligation or liability; (ii) estimates and assumptions may not be objective; and (iii) the administration of our controls and procedures are not independent of management.  Management is aware of the need for strong internal controls and is utilizing the audit committee of the Board of Directors to review its internal controls on a continuing basis.”  Base on this proposed disclosure, please explain to us whether the ‘principal weakness’ you described constitutes a material weakness, as defined by Rule 1-02(a)(4) of Regulation S-X, or otherwise advise.  Note that management is not permitted to conclude the company’s internal control over financial reporting is effective if there are one or more material weaknesses, as contemplated by Item 308T(a)(3) of Regulation S-K.

1

Mark C. Shannon, Branch Chief

March 9, 2010

Page 2

Management has determined that the “principal weaknesses” set forth above, either individually or combined, did not constitute a “material weakness” as defined in Rule 1-02(a)(4) such that there would be a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements would not be prevented or detected on a timely basis.  Nevertheless, management has concluded that these weaknesses constituted a “significant deficiency” in internal control over financial reporting as defined in Rule 1-02(a)(4).  These significant deficiencies were disclosed to our auditor and our audit committee prior to the filing of the 2009 Annual Report.  The language in this section has been modified to remove the references to the “principal weakness” and to state unequivocally that the Company’s internal control over financial reporting was effective as of September 30, 2009.

Financial Statements

4.

Please ensure the financial statements you file as part of Item 8 of your amended Form 10-K includes your auditor’s report, as required by Rule 8-01 of Regulation S-X.

Management will ensure that the auditor’s report provided with the Form 10-K/A will be designated as signed as required by Rule 8-01 of Regulation S-X.

If you desire to discuss these comments please contact me at (801) 860-2302.  Inasmuch as we do not have a fax machine, if you desire to transmit any information by fax, please direct such correspondence to our legal counsel, Ronald N. Vance, at (801) 446-8803.

Sincerely,

/s/ Denny W. Nestripke

Denny W. Nestripke, Chairman

Encl.

cc:  Ronald N. Vance, Esq.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A-1

(Mark One)

 X .

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 2009

     .

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to __________

Commission File Number: 333-140024

Ring Energy, Inc.

(Exact name of Registrant as specified in its charter)

NEVADA

 90-0406406

State or other jurisdiction of incorporation or organization

 I.R.S. Employer Identification No.

18 ½ East State Street, Suite 202, Redlands, CA

 92373

(Address of principal executive offices)

 (Zip Code)

Issuer’s telephone number, including area code: (909) 798-8394

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes      . No  X .

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.  X .

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. (1) Yes  X . No      . (2) Yes  X . No      .

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.       .

1

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer

      .

 Accelerated Filer

      .

Non-Accelerated Filer

      .

 Smaller reporting company

  X .

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

     .

As of March 31, 2009, the aggregate market value of the registrant’s common equity held by non-affiliates was approximately $10,344,600 computed by reference to the average bid and asked price of the Common Stock. For the purpose of the foregoing calculation only, all directors and executive officers of the registrant are assumed to be affiliates of the registrant. Such determination should not be deemed an admission that such officers and directors are, in fact, affiliates of the registrant.

At December 23, 2009, there were 3,548,200 shares of the registrant’s Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None

2

EXPLANATORY NOTE

This Amendment No. 1 to the annual report of Ring Energy, Inc. on Form 10-K/A for the year ended September 30, 2009, amends the items as set forth below.

Item 8, FINANCIAL STATEMENTS, has been revised to include clarifications to the notes to our financial statements for the year ended September 30, 2009, which are included after the signature page of this amended report. The “going concern” paragraph previously included in the notes to the financial statements has been removed. In addition, the “Organization” and “Business Condition” paragraphs of Note 1: Organization and Summary of Significant Accounting Policies, of our financial statements have been revised to eliminate the reference to pre-exploration stage and to designate the company as development stage.

Item 9A(T), CONTROLS AND PROCEDURES, has been revised to include the assessment by management of internal control over financial reporting as of September 30, 2009. In addition the certifications of our Principal Executive Officer and our Principal Financial Officer under Item 601(b)(31) of Regulation S-K have been revised and are included as exhibits to this amended report.

This Amendment No. 1 continues to speak as of the date of the original Form 10-K for the year ended September 30, 2009, and the Company has not updated or amended the disclosures contained in the amended items to reflect events that have occurred since the filing of the original Form 10-K, or modified or updated those disclosures in any way other than as described in the preceding paragraph. Accordingly, this Amendment No. 1 should be read in conjunction with the Company’s filings made with the SEC subsequent to the filing of the original Form 10-K on December 29, 2009.

3

ITEM 8. FINANCIAL STATEMENTS

The financial statements required by this item are included immediately following the signature page of this report.

ITEM 9A(T). CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our principal executive and financial officer, Robert “Steve” Owens, conduced an evaluation, as of the end of the period covered by this report, of whether our disclosure controls and procedures (as defined in Rule 15d-15(e) under the Exchange Act) were (1) effective to ensure that information required to be disclosed by us in reports filed or submitted by us under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and (2) designed to ensure that information required to be disclosed by us in such reports is accumulated, organized and communicated to our management, including our principal executive officer and principal financial officer, as appropriated, to allow timely decisions regarding required disclosure. Based upon this evaluation, Mr. Owens concluded that, as of September 30, 2009, our disclosure controls and procedures were ineffective to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act was complete. We have determined that we omitted Management’s Report on Internal Control over Financial Reporting required by Item 308T of Regulation S-K from Item 9A – Controls and Procedures.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of our company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed our internal control over financial reporting as of September 30, 2009, the end of our fiscal year. Management based its assessment on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management’s assessment included evaluation of such elements as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment.

Based on this assessment of the effectiveness of our internal control over financial reporting, management concluded that our internal control over financial reporting was effective, as of September 30, 2009.

This annual report does not include an attestation report of the company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management's report in this annual report.

4

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rule 15d-15(f) under the Exchange Act) that occurred during the fourth fiscal quarter ended September 30, 2009, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Exhibits

The following exhibits are included with this report:

Item 31.1

Rule 15d-14(a) Certification by Principal Executive Officer and Principal Financial Officer

5

SIGNATURE PAGE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized.

Ring Energy, Inc.

Date: March 10, 2010

By: /s/ Robert “Steve” Owens

 Robert “Steve” Owens, President

6

RING ENERGY, INC.

FINANCIAL STATEMENTS

WITH

REPORT OF REGISTERED PUBLIC ACCOUNTING FIRM

F-1

RING ENERGY, INC.

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

 F-3

Financial Statements

Balance Sheets as of September 30, 2009 and 2008

 F-4

Statements of Operations and Other Comprehensive Loss for the years ended September 30, 2009 and 2008 and from Inception of Development Stage (July 30, 2004) through September 30, 2009

 F-5

Statements of Stockholders' Equity from Inception of Development Stage July 30, 2004) through September 30, 2009

 F-6

Statements of Cash Flows for the years ended September 30, 2009 and 2008 and from Inception of Development Stage (July 30, 2004) through September 30, 2009

 F-7

Notes to Financial Statements

 F-9

F-2

Report of Independent Registered Public Accounting Firm

To the Board of Directors and

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

DIVISION OF
CORPORATION FINANCE MAIL STOP 4628
        March 5, 2010

Mr. Robert “Steve” Owens
Chief Executive Officer Ring Energy, Inc. 18 ½ East State Street, Suite 202 Redlands, California  92373
 Re: Ring Energy, Inc.
  Form 10-K for the Fiscal Year Ended September 30, 2009
Filed December 29, 2009 Response Letter Dated February 17, 2010
  File No. 333-140024

 Dear Mr. Owens:
We have reviewed your response letter and have the following comments.  We
have limited our review of your filing to those issues we have addressed in our comments.  Please provide a written response to our comments.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.    Response Letter Dated February 17, 2010 with Draft of Form 10-K/A-1

 Explanatory Note, page 2

 1. Please remove reference to comments by the staff as management’s basis for filing an amended Form 10-K.
 Disclosure Controls and Procedures, page 3

 2. We note from the draft provided that management has again concluded that disclosure controls and procedures were effective as of the end of the fiscal year.  In our letter dated February 3, 2010, we asked you to consider whether management's failure to provide its report on internal control over financial reporting impacts its conclusion regarding the effectiveness of your disclosure controls and procedures as of the end of the fiscal year.  Please tell us the factors you considered and highlight for us those factors that supported your conclusion.

Mr. Robert “Steve” Owens
Ring Energy, Inc.
March 5, 2010 Page 2

Otherwise, please modify the language in your amended Form 10-K to disclose management's revised conclusion on the effectiveness of its disclosure controls and procedures as of the end of the fiscal year.
 Management’s Report on Internal Control over Financial Reporting, page 3

 3. We note from the draft provided that you intend to disclose that “Our principal weakness is that management is represented by only one individual and as such: (i) one individual incurs an obligation or liability and the same person approves payment of that obligation or liability; (ii) estimates and assumptions may not be objective; and (iii) the administration of our controls and procedures are not independent of management. Management is aware of the need for strong internal controls and is utilizing the audit committee of the Board of Directors to review its internal controls on a continuing basis.”  Based on this proposed disclosure, please explain to us whether the ‘principal weakness’ you describe constitutes a material weakness, as defined by Rule 1- 02(a)(4) of Regulation S-X, or otherwise
advise.  Note that management is not permitted to conclude the company’s internal control over financial reporting is effective if there are one or more material weaknesses, as contemplated by Item 308T(a)(3) of Regulation S-K.
Financial Statements

 4. Please ensure the financial statements you file as part of Item 8 of your amended Form 10-K includes your auditor’s report, as required by Rule 8-01 of Regulation S-X.
 Closing Comments

 Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our comments.

Mr. Robert “Steve” Owens
Ring Energy, Inc. March 5, 2010 Page 3

You may contact Jennifer O’Brien at (202) 551-3721, or Kevin Stertzel at (202)
551-3723, if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3299 with any other questions.          S i n c e r e l y ,             Mark C. Shannon         B r a n c h  C h i e f

CORRESP
1
filename1.htm

SEC Letter

Ring Energy, Inc.

18 ½ East State Street

Suite 202

Redlands, CA 92373

February 17, 2010

Mark C. Shannon, Branch Chief

United States Securities and Exchange Commission

Division of Corporate Finance

Mail Stop 4628

Washington, D.C. 20549-4628

RE:

Ring Energy, Inc.

Form 10-K for the Fiscal Year Ended September 30, 2009

Filed December 29, 2009

File No. 333-140024

Dear Mr. Shannon,

We appreciate your comments in your letter dated February 3, 2010, to our annual report on Form 10-K for the year ended September 30, 2009 (our “2009 Annual Report”). Mr. Owens, our President, recently had surgery and has asked me to respond to the comments in your letter. We have restated your comments in italics before our response as follows:

Management’s Annual Report on Internal Controls over Financial Reporting, page 11

1.

It does not appear that your management has performed its assessment of internal control over financial reporting as of September 30, 2009. Since you were required to file or filed an annual report for the prior fiscal year, it appears you are required to report on your management’s assessment of internal control over financial reporting.

If your management has not yet performed its assessment, we ask that you complete your evaluation and amend your filing within 30 calendar days to provide the required management’s report on internal control over financial reporting.

In addition, please consider whether management’s failure to perform or complete its report on internal control over financial reporting impacts its conclusions regarding the effectiveness of your disclosure controls and procedures as of the end of the fiscal year covered by the report and revise your disclosure as appropriate.

Management has performed an assessment of internal control over financial reporting as of September 30, 2009; however, our 2009 Annual Report failed to concisely state that fact. We intend to file an amendment to our 2009 Annual Report on Form 10-K and have attached hereto a copy of the intended filing for your reference. This amendment sets forth the assessment performed by management.

Finally, we note that you filed your Principal Executive Officer and Principal Financial Officer certifications under Item 601(b)(31) of Regulation S-K. Please revise these certifications to include the introductory language of paragraph 4 and the language of paragraph 4(b) of Item 601(b)(31) of Regulation S-K.

We have revised the Principal Executive Officer and Principal Financial Officer certification as required under Item 601(b)(31) and have included a copy of the revised certification for your reference.

Report of Independent Registered Public Accounting Firm, page F-3

2.

We note your disclosure on page F-9 that “Because the Company has not been able to generate revenue from operations, substantial doubt remains about the Company’s ability to continue as a going concern.” In light of this disclosure, please have your auditor provide us with an assessment to support its conclusion that a going concern explanatory paragraph was not required under AU Section 508.

We have reviewed your comment with our auditor regarding their assessment to support the conclusion that a going concern paragraph was not required and have included with this letter a response from the auditor on this point. A copy of the financial statements with the revisions described in the letter from our auditor is included in the amended 2009 Annual Report.

Mark C. Shannon, Branch Chief

February 17, 2010

Page 2

In connection with this response, Ring Energy, Inc. (the “Company”) acknowledges that:

·

The Company is responsible for the adequacy and accuracy of the disclosures in the filing;

·

Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·

The Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you desire to discuss these comments please contact me at at (801) 860-2302. Inasmuch as we do not have a fax machine, if you desire to transmit any information by fax, please direct such correspondence to our new legal counsel, Ronald N. Vance, at (801) 446-8803.

Sincerely,

/s/ Denny W. Nestripke

Denny W. Nestripke, Chairman

Encl.

cc: Ronald N. Vance, Esq.

1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A-1

(Mark One)

 X .

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 2009

     .

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to __________

Commission File Number: 333-140024

Ring Energy, Inc.

(Exact name of Registrant as specified in its charter)

NEVADA

 90-0406406

State or other jurisdiction of incorporation or organization

 I.R.S. Employer Identification No.

18 ½ East State Street, Suite 202, Redlands, CA

 92373

(Address of principal executive offices)

 (Zip Code)

Issuer’s telephone number, including area code: (909) 798-8394

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes      . No  X .

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.  X .

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. (1) Yes  X . No      . (2) Yes  X . No      .

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.       .

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer      .  Accelerated Filer      . Non-Accelerated Filer      . Smaller reporting company  X .

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

     .

As of March 31, 2009, the aggregate market value of the registrant’s common equity held by non-affiliates was approximately $10,344,600 computed by reference to the average bid and asked price of the Common Stock. For the purpose of the foregoing calculation only, all directors and executive officers of the registrant are assumed to be affiliates of the registrant. Such determination should not be deemed an admission that such officers and directors are, in fact, affiliates of the registrant.

At December 23, 2009, there were 3,548,200 shares of the registrant’s Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE None

EXPLANATORY NOTE

The purpose of this Amendment No. 1 is to respond to comments by the staff of the Commission in a letter dated February 3, 2010.

Item 8, FINANCIAL STATEMENTS, has been revised to include clarifications to the notes to our financial statements for the year ended September 30, 2009, which are included after the signature page of this amended report. The “going concern” paragraph previously included in the notes to the financial statements has been removed. In addition, the “Organization” and “Business Condition” paragraphs of Note 1: Organization and Summary of Significant Accounting Policies, of our financial statements have been revised to eliminate the reference to pre-exploration stage and to designate the company as development stage.

Item 9A(T), Controls and Procedures, has been revised include the assessment by management of internal control over financial reporting as of September 30, 2009. In addition the certifications of our Principal Executive Officer and our Principal Financial Officer under Item 601(b)(31) of Regulation S-K have been revised and are included as exhibits to this amended report.

This Amendment No. 1 continues to speak as of the date of the original Form 10-K for the year ended September 30, 2009, and the Company has not updated or amended the disclosures contained in the amended items to reflect events that have occurred since the filing of the original Form 10-K, or modified or updated those disclosures in any way other than as described in the preceding paragraph. Accordingly, this Amendment No. 1 should be read in conjunction with the Company’s filings made with the SEC subsequent to the filing of the original Form 10-K on December 29, 2009.

2

Item 8. Financial Statements

The financial statements required by this item are included immediately following the signature page of this report.

Item 9A(T). Controls and Procedures

Disclosure Controls and Procedures

Our principal executive and financial officer, Robert “Steve” Owens, has concluded, based on his evaluation, as of the end of the period covered by this report, that our disclosure controls and procedures (as defined in Rule 15d-15(e) under the Exchange Act) are (1) effective to ensure that information required to be disclosed by us in reports filed or submitted by us under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and (2) designed to ensure that information required to be disclosed by us in such reports is accumulated, organized and communicated to our management, including our principal executive officer and principal financial officer, as appropriated, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of our company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed our internal control over financial reporting as of September 30, 2009, the end of our fiscal year. Management based its assessment on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management’s assessment included evaluation of such elements as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment.

We believe the internal controls we have implemented are reasonable. Our principal weakness is that management is represented by only one individual and as such: (i) one individual incurs an obligation or liability and the same person approves payment of that obligation or liability; (ii) estimates and assumptions may not be objective; and (iii) the administration of our controls and procedures are not independent of management. Management is aware of the need for strong internal controls and is utilizing the audit committee of the Board of Directors to review its internal controls on a continuing basis.

Based on our assessment, management has concluded that our internal control over financial reporting was effective, as of September 30, 2009, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles.

This annual report does not include an attestation report of the company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management's report in this annual report.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rule 15d-15(f) under the Exchange Act) that occurred during the fourth fiscal quarter ended September 30, 2009, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

3

Part IV

ITEM 15. EXHIBITS and Financial Statement Schedules

Exhibits

The following exhibits are included with this report:

Item 31.1

Rule 15d-14(a) Certification by Principal Executive Officer and Principal Financial Officer

SIGNATURE PAGE

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized.

Ring Energy, Inc.

Date: February 18, 2010

By: /s/ Robert “Steve” Owens

Robert “Steve” Owens, President

4

Ring Energy, Inc.

(formerly Transglobal Mining Corp.)

(a development stage entity)

Balance Sheets

 September 30,

 2009

 2008

Assets:

Current Assets:

Cash and cash equivalents

 $

 1,050,915

 $

 87,296

Deposits

 1,884

 -

Prepaid expenses

 1,405

 57,228

Total Current Assets

 1,054,204

 144,524

Office Furniture (net)

 7,293

 -

Oil and Gas Interest (net)

 25,780

 -

Other Assets:

Available-for-sale securities

 -

 1,249,614

Total Other Assets

 -

 1,249,614

Total Assets

 $

 1,087,277

 $

 1,394,138

Liabilities and Stockholders' Equity:

Current Liabilities:

Accounts payable and accrued liabilities

 $

 136

 $

 941

Oil and gas drilling and operating costs payable

 27,613

 -

Total Current Liabilities

 27,749

 941

Total Liabilities

 27,749

 941

Stockholders' Equity:

Common Stock, $0.001 par value, 75,000,000 shares

authorized, 3,548,200 shares and 3,541,217 shares

issued and outstanding at September 30, 2009 and

2008, respectively

 3,548

 3,541

Paid-in capital

 1,671,741

 1,671,748

Accumulated other comprehensive loss

 -

 (386)

Deficit accumulated during the development stage

 (615,761)

 (281,706)

Total Stockholders' Equity

 1,059,528

 1,393,

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4628

DIVISION OF
CORPORATION FINANCE MAIL STOP 4628
        February 3, 2010

Mr. Robert “Steve” Owens
Chief Executive Officer Ring Energy, Inc. 18 ½ East State Street, Suite 202 Redlands, California  92373
 Re: Ring Energy, Inc.
  Form 10-K for the Fiscal Year Ended September 30, 2009
Filed December 29, 2009
  File No. 333-140024

 Dear Mr. Owens:
We have reviewed your filing and have the following comments.  We have
limited our review to only your financial statements and related disclosures and do not intend to expand our review to other portions of your documents.  Please provide a written response to our comments.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.     Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for Fiscal Year Ended September 30, 2009

Management’s Annual Report on Internal Controls over Financial Reporting, page 11

1. It does not appear that your management has performed its assessment of internal control over financial reporting as of September 30, 2009.  Since you were required to file or filed an annual report for the prior fiscal year, it appears you are required to report on your management’s assessment of internal control over financial reporting.

Mr. Robert “Steve” Owens
Ring Energy, Inc.
February 3, 2010 Page 2

  If your management has not yet performed its assessment, we ask that you
complete your evaluation and amend your filing within 30 calendar days to provide the required management's report on internal control over financial reporting.
  In performing your evaluation, you may find the following documents helpful:
ƒ the Commission’s release Amendments to Rules Regarding Management’s
Report on Internal Control Over Financial Reporting  (Securities Act Release
8809/Financial Reporting Release 76).  You can find this release at:
http://www.sec.gov/rules/final/2007/33-8809.pdf ;

ƒ the Commission’s release Commission Guidance Regarding Management’s
Report on Internal Control Over Financial Reporting Under Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (Securities Act Release
8010/Financial Reporting Release 77).  You can find this release at
ƒ http://sec.gov/rules/interp/2007/33-8810.pdf ; and

ƒ the “Sarbanes-Oxley Section 404 – A Guide for Small Business” brochure at:
(http://www.sec.gov/info/smallbus/404guide.shtml ).

In addition, please consider whether management’s failure to perform or complete its report on internal control over financial reporting impacts its conclusions regarding the effectiveness of your disclosure controls and procedures as of the
end of the fiscal year  covered by the report and revise your disclosure as
appropriate.

Finally, we note that you filed your Principal Executive Officer and Principal Financial Officer certifications under Item  601(b)(31) of Regulation S-K.  Please
revise these certifications to include the introductory language of paragraph 4 and the language of paragraph 4(b) of It em 601(b)(31) of Regulation S-K.
   Please note that the failure to perform management’s assessment adversely affects
the company’s and its shareholders ability to avail themselves of rules and forms that are predicated on the current or timely filing of Exchange Act reports.  For further information regarding these impacts, please see Compliance and Disclosure Interpretation 115.02, which you can find at http://www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm
.

Mr. Robert “Steve” Owens
Ring Energy, Inc.
February 3, 2010 Page 3

Report of Independent Registered Public Accounting Firm, page F-3
 2. We note your disclosure on page F-9 that “Because the Company has not been able to generate revenue from operation, substantial doubt remains about the Company’s ability to continue as a going concern.”  In light of this disclosure, please have your auditor provide us with an assessment to support its conclusion that a going concern explanatory para graph was not required under AU Section
508.
 Closing Comments

 Please respond to these comments within 10 business days or tell us when you
will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  Detailed letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your responses to our 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 all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  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.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclosure in the filing;
‚ staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

Mr. Robert “Steve” Owens
Ring Energy, Inc. February 3, 2010 Page 4

You may contact Jennifer O’Brien at (202) 551-3721, or Kevin Stertzel at (202)
551-3723, if you have questions regarding comments on the financial statements and related matters.  Please contact me at (202) 551-3299 with any other questions.          S i n c e r e l y ,             Mark C. Shannon         B r a n c h  C h i e f