SecProbe.io

CORRESP
 1
 filename1.htm

 August 12, 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

 Re:
 SandRidge Energy, Inc.

 Registration Statement on Form S-3

 File No. 333-289202

 Request for Acceleration of Effectiveness

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended, SandRidge Energy, Inc., a Delaware corporation (the " Company "), hereby requests that
the effective date of the above referenced Registration Statement on Form S-3 (the " Registration Statement "),
be accelerated so that the same will become effective at 4:00 p.m., Eastern Time, on August 13, 2025, or as soon as practicable thereafter.

 Please notify Michael Blankenship of Winston &
Strawn LLP, counsel to the Company, at (713) 651-2678 or at MBlankenship@winston.com, as soon as the Registration Statement has been
declared effective, or if you have any other questions or concerns regarding this matter.

 Very truly yours,

 SandRidge Energy, Inc.

 By:
 /s/ Grayson Pranin

 Name:
 Grayson Pranin

 Title:
 Chief Executive Officer

 cc: Michael Blankenship, Esq.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 6, 2025

Grayson Pranin
President, Chief Executive Officer and Director
Sandridge Energy, Inc.
1 E. Sheridan Ave, Suite 500
Oklahoma City, Oklahoma 73104

 Re: Sandridge Energy, Inc.
 Registration Statement on Form S-3
 Filed August 4, 2025
 File No. 333-289202
Dear Grayson Pranin:

 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 Laura Nicholson at 202-551-3584 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Michael J. Blankenship
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

CORRESP

 SandRidge Energy, Inc.

1 E. Sheridan Ave., Suite 500

Oklahoma City, Oklahoma 73104

August 15, 2022

 VIA EDGAR

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Attention: Michael Purcell

Re:
 SandRidge Energy, Inc.

Registration Statement on Form S-3

Filed August 4, 2022

File No. 333- 266522

 Dear
Mr. Purcell:

 Pursuant to Rules 460 and 461 of the rules and regulations promulgated under the Securities Act of 1933, as amended,
SandRidge Energy, Inc. respectfully requests that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 5:00 p.m. Washington D.C. time on August 17, 2022, or as soon thereafter as
practicable.

 Please call Michael J. Blankenship of Winston & Strawn LLP at (713)
651-2678 to provide notice of the effectiveness of the Registration Statement.

 [Signature Page
Follows]

Very truly yours,

 SANDRIDGE ENERGY, INC.

By:

/s/ Grayson Pranin

Name: Grayson Pranin

Title: President, Chief Executive Officer and Chief Operating Officer

 cc:    Michael J. Blankenship, Winston & Strawn LLP

United States securities and exchange commission logo
August 10, 2022
Grayson Pranin
Chief Executive Officer and Chief Operating Officer
SandRidge Energy, Inc.
1 E. Sheridan Ave, Suite 500
Oklahoma City, Oklahoma 73104
Re:SandRidge Energy, Inc.
Registration Statement on Form S-3
Filed August 4, 2022
File No. 333-266522
Dear Mr. Pranin:
            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 Michael Purcell at 202-551-5351 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Michael Blankenship

United States securities and exchange commission logo
July 26, 2022
Grayson Pranim
Chief Executive Officer
Sandridge Energy, Inc.
1 E. Sheridan Avenue
Suite 500
Oklahoma City, OK 73104
Re:Sandridge Energy, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed March 10, 2022
File No. 001-33784
Dear Mr. Pranim:
            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

CORRESP
1
filename1.htm

CORRESP

 Sandridge Energy, Inc.

1 E. Sheridan Avenue, Suite 500

Oklahoma City, Oklahoma 73104

July 14, 2022

 VIA EDGAR

Myra Moosariparambil

 Raj Rajan

Division of Corporation Finance

 Office of Energy &
Transportation

 United States Securities and Exchange Commission

100 F Street, NE

 Washington, D.C. 20549

Re:
 Sandridge Energy, Inc.

Form 10-K for the Year Ended December 31, 2021

Form 8-K filed May 4, 2022

File No. 001-33784

Dear Ms. Moosariparambil and Mr. Rajan:

 On
behalf of Sandridge Energy, Inc. (the “Company”), set forth below are the Company’s responses to the comments of the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) delivered on June 30, 2022. For convenience of reference, the Staff’s comments are provided in italicized type herein. Capitalized terms used but not defined herein have the meanings ascribed
to them in the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2021 (the “10-K”).

Comment No. 1:

 Please
expand the discussion of the internal controls used by the Company in its reserves estimation effort to provide the qualifications of the technical person primarily responsible for overseeing the preparation of the reserves estimates presented in
the filing, i.e., SandRidge’s Reservoir Engineering Supervisor. Refer to Item 1202(a)(7) of Regulation S-K.

Response:

 The Company appreciates the Staff
calling this item to its attention and will ensure that in future filings its disclosures are filed pursuant to Item 1202(a)(7) of Regulation S-K. The enhanced disclosure shall be substantially in the
form as follows: “Approximately 96 percent of the proved reserves estimates shown in the Annual Report on Form 10-K at December 31, 2021, have been independently prepared by Cawley,
Gillespie & Associates (“CGA”), a leader of petroleum property analysis for industry and financial institutions. CGA was founded in 1961 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 28, 2022, 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 34 years of practical experience in petroleum engineering, with over 32 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.

 July 14, 2022

 Page
 2
 of 5

 The primary technical person responsible for preparing the reserve estimates within the Company is
Mr. Eric Allen, the Reservoir Engineering Manager. Mr. Allen graduated from Oklahoma State University with a Bachelor of Science in Chemical Engineering in 2010 and has been practicing petroleum engineering since graduating. In 2016
Mr. Allen graduated from the University of Oklahoma with a Master’s in Business Administration. Mr. Allen has over 12 years of practical experience in petroleum engineering with 7 of those years having been spent in the estimation and
evaluation of reserves. Since 2016, Mr. Allen has been a Registered Professional Engineer in the State of Oklahoma (License No. 29209) and is an active member of 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. In addition to Mr. Allen’s preparation of the reserve estimates, those estimates are
further reviewed by the executive team and the Audit Committee.”

 Comment No. 2:

The disclosure relating to the drilling activities that occurred during the years ended December 31, 2021 and 2020 appears to be limited to your
operated wells. Please expand your disclosure to also address the drilling activities relating to non-operated wells in which you own an interest. Refer to Item 1205 of Regulation S-K.

 Response:

The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company did not participate in any drilling activity related to non-operated wells in 2020 or 2021. The Company confirms that in future filings it will expand its disclosure related to drilling activities to address activities related to
non-operated wells if such activities were to occur.

 Comment No. 3:

Please expand your disclosure to provide the production, by final product sold, for each field that contains 15% or more of your total proved reserves or
tell us why you believe this additional disclosure is not required. Refer to Item 1204(a) of Regulation S-K and Rule 4-10(a)(15) of Regulation S-X.

 July 14, 2022

 Page
 3
 of 5

 Response:

The Company acknowledges the Staff’s comment and as of year-end December 31, 2021, confirms it has one
significant field consolidated in the geographical area located within the Mid-Continent of the U.S. (which comports with similar industry definition). The Company will update its disclosure in the future in
the event that any other fields or geographical areas represent 15% or more of the Company’s total proved reserves.

 Comment
No. 4:

 Please expand the tabular presentation of proved developed and proved undeveloped reserves, by individual product
type, to additionally provide the net quantities at the beginning of the initial period shown in the reserves reconciliation, e.g. December 31, 2018. Refer to FASB ASC 932-235-50-4.

 Response:

The Company respectfully proposes to the Staff that we address the expanded tabular presentation of proved reserves in our upcoming 2022 Annual Report on Form 10-K as we do not believe the proposed changes are material to the reader’s understanding of the document and the Company’s business. If so permitted, the Company will expand the table in our upcoming 2022
Annual Report on Form 10-K to include the presentation of net quantities by product type of proved developed and proved undeveloped reserves, at the beginning and end of each period presented. Further we have
previously disclosed the proved developed and proved undeveloped reserve net quantities by product type as of December 31, 2018 in the Company’s 2019 Annual Report on Form 10-K.

Comment No. 5:

 The consent
of Deloitte & Touche LLP refers to the audit reports dated March 10, 2022, however the consent date is March 10, 2021. Please amend your filing to provide a consent that is appropriately dated.

Response:

 We acknowledge the Staff’s comment
and will file an updated consent of Deloitte & Touche LLP with an amendment to the 10-K.

 July 14, 2022

 Page
 4
 of 5

 Comment No. 6:

The disclosure in Exhibit 99.1 does not appear to address all of the requirements of the report pursuant to Item 1202(a)(8) of Regulation S-K. Please obtain and file a revised reserves report to address the following points:

•

 The reserves report should include a clear statement that the assumptions, data, methods, and procedures are
appropriate for the purpose served by the report. Refer to Item 1202(a)(8)(iv).

•

 The reserves report states that the possible effects of changes in legislation or other Federal or State
restrictive actions have not been considered; however, the report should include a discussion of the possible effects of (current) regulation on the ability of the registrant to recover the estimated reserves. Refer to Item 1202(a)(8)(vi).

 Response:

 The Company
acknowledges the Staff’s comment regarding the need for a clear statement of appropriate procedures. Both the Company and CGA believe that the following statement on page 2 of CGA’s letter in Exhibit 99.1 satisfies this requirement:
“The reserves were estimated using a combination of the production performance, volumetric and analogy methods, in each case as we considered to be appropriate and necessary to establish the conclusions set forth herein”. The Company, in
conjunction with CGA, has added the following statement to the second paragraph of CGA’s letter in an amended report: “In our opinion the assumptions, data, methods, and procedures used in the preparation of this report are appropriate for
such purpose.” to directly state this comment.

 In regards to the Staff’s comments regarding the topic of legislation, the Company respectfully
directs the Staff’s attention to the following statements on page 2 of the CGA’s letter.

 “The reserves and economics are predicated on the
regulatory agency classifications, rules, policies, laws, taxes and royalties in effect on the date of this report as noted herein. In evaluating the information at our disposal concerning this report, we have excluded from our consideration all
matters as to which the controlling interpretation may be legal or accounting, rather than engineering and geoscience. Therefore, the possible effects of changes in legislation or other Federal or State restrictive actions have not been
considered.”

 “All reserve estimates represent our best judgment based on data available at the time of preparation and assumptions as to future
economic and regulatory conditions. It should be realized that the reserves actually recovered, the revenue derived therefrom and the actual cost incurred could be more or less than the estimated amounts.”

It is our opinion that that these statements fulfill this requirement.

Form 8-K Filed May 4, 2022

Comment No. 7:

 We note you
disclose the non-GAAP measure Operating Cash Flow. Please revise to use a title or description for your non-GAAP measure “Operating Cash Flow” that is not the
same, or confusingly similar to the title or descriptions used for GAAP financial measures, as required by Item 10(e)(1)(ii) (E) of Regulation S-K.

 July 14, 2022

 Page
 5
 of 5

 Response:

The Company acknowledges the Staff’s comment regarding the terminology of non-GAAP measures.
Accordingly, the Company respectfully advises the Staff that it will retire the term “operating cash flow” and retitle the measure “Adjusted Operating Cash Flow.”

* * *

 If you have any
questions regarding any of the responses in this letter, please call me at (405) 568-1813.

Respectfully submitted,

/s/ Grayson Pranin

Grayson Pranin

cc:
 Michael J. Blankenship, Winston & Strawn LLP

United States securities and exchange commission logo
June 30, 2022
Grayson Pranim
Chief Executive Officer
Sandridge Energy, Inc.
1 E. Sheridan Avenue
Suite 500
Oklahoma City, OK 73104
Re:Sandridge Energy, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2021
Form 8-K filed May 4, 2022
File No. 001-33784
Dear Mr. Pranim:
            We have reviewed your filing 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, 2021
Business
Preparation of Reserves Estimates, page 9
1.Please expand the discussion of the internal controls used by the Company in its reserves
estimation effort to provide the qualifications of the technical person primarily responsible
for overseeing the preparation of the reserves estimates presented in the filing, i.e.,
SandRidge’s Reservoir Engineering Supervisor.  Refer to Item 1202(a)(7) of Regulation
S-K.
Drilling Activity, page 13
2.The disclosure relating to the drilling activities that occurred during the years ended
December 31, 2021 and 2020 appears to be limited to your operated wells.  Please expand
your disclosure to also address the drilling activities relating to non-operated wells in

 FirstName LastNameGrayson Pranim
 Comapany NameSandridge Energy, Inc.
 June 30, 2022 Page 2
 FirstName LastName
Grayson Pranim
Sandridge Energy, Inc.
June 30, 2022
Page 2
which you own an interest.  Refer to Item 1205 of Regulation S-K.
Production and Price History, page 13
3.Please expand your disclosure to provide the production, by final product sold, for each
field that contains 15% or more of your total proved reserves or tell us why you believe
this additional disclosure is not required.  Refer to Item 1204(a) of Regulation S-K and
Rule 4-10(a)(15) of Regulation S-X.
Notes to Consolidated Financial Statements
21. Supplemental Information on Oil and Natural Gas Producing Activities (Unaudited)
Oil, Natural Gas and NGL Reserve Quantities, page 93
4.Please expand the tabular presentation of proved developed and proved undeveloped
reserves, by individual product type, to additionally provide the net quantities at the
beginning of the initial period shown in the reserves reconciliation, e.g. December 31,
2018.  Refer to FASB ASC 932-235-50-4.
Item 15. Exhibits and Financial Statement Schedules
Exhibit Index
Exhibit 23.1 Consent of Deloitte and Touche LLP, page 101
5.The consent of Deloitte & Touche LLP refers to the audit reports dated March 10, 2022,
however the consent date is March 10, 2021.  Please amend your filing to provide a
consent that is appropriately dated.
Exhibit 99.1 Report of Cawley, Gillespie & Associates, page 101
6.The disclosure in Exhibit 99.1 does not appear to address all of the requirements of the
report pursuant to Item 1202(a)(8) of Regulation S-K.  Please obtain and file a revised
reserves report to address the following points:

•The reserves report should include a clear statement that the assumptions, data,
methods, and procedures are appropriate for the purpose served by the report.  Refer
to Item 1202(a)(8)(iv).

•The reserves report states that the possible effects of changes in legislation or other
Federal or State restrictive actions have not been considered; however, the report
should include a discussion of the possible effects of (current) regulation on the
ability of the registrant to recover the estimated reserves.  Refer to Item
1202(a)(8)(vi).

 FirstName LastNameGrayson Pranim
 Comapany NameSandridge Energy, Inc.
 June 30, 2022 Page 3
 FirstName LastName
Grayson Pranim
Sandridge Energy, Inc.
June 30, 2022
Page 3
Form 8-K filed May 4, 2022
Exhibit 99.1, page 9
7.We note you disclose the non-GAAP measure Operating Cash Flow.  Please revise to use
a title or description for your non- GAAP measure "Operating Cash Flow" that is not
the same, or confusingly similar to the title or descriptions used for GAAP financial
measures, as required by Item 10(e)(1)(ii) (E) of Regulation S-K.
            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 Myra Moosariparambil at (202) 551-3796 or Raj Rajan at (202) 551-
3388 if you have questions regarding comments on the financial statements and related
matters.  Please contact John Hodgin, Petroleum Engineer, at (202) 551-3699 if you have
questions regarding the engineering comments.  Please contact Craig Arakawa, Branch Chief, at
(202) 551-3650 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

July 30, 2019
Paul McKinney
President, Chief Executive Officer and Director
Sandridge Energy, Inc.
123 Robert S. Kerr Avenue
Oklahoma City, OK 73102
Re:Sandridge Energy, Inc.
Registration Statement on Form S-3
Filed July 23, 2019
File No. 333-232769
Dear Mr. 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 Irene Barberena-Meissner, Staff Attorney, at 202-551-6548 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Natural Resources

CORRESP
1
filename1.htm

CORRESP

 SANDRIDGE ENERGY, INC.

123 Robert S. Kerr Avenue

Oklahoma City, Oklahoma 73102

July 30, 2019

 Via EDGAR

Division of Corporation Finance

 Office of Natural Resources

 United States Securities and Exchange Commission

 Division
of Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549-3561

 Attention: Ms. Irene Barberena-Meissner

Re:
 SandRidge Energy, Inc.

Registration Statement on Form S-3

File No. 333-232769

Dear Ms. Barberena-Meissner:

 Pursuant to
Rule 461 promulgated under the Securities Act of 1933, as amended, SandRidge Energy, Inc. hereby requests acceleration of effectiveness of its Registration Statement on Form S-3 (File No. 333-232769), to August 1, 2019 at 4:00 p.m. Eastern Time, or as soon as possible thereafter.

Thank you for your assistance in this matter.

SANDRIDGE ENERGY, INC.

Very truly yours,

 /s/ Paul D. McKinney

Paul D. McKinney

President and Chief Executive Officer

 cc: Michael J. Blankenship, Locke Lord LLP

April 30 , 2018

Jesse Lynn , Esq.
General Counsel
Icahn Enterprises L.P.
767 Fifth Avenue, Suite 4700
New York, NY 10153

Re: Sandridge Energy, Inc.
Preliminary Proxy Statement on Schedule 14A  filed by Carl C. Icahn, Icahn
Partners LP  et. al
Filed April 24 , 2018
File No. 1-33784

Dear M r. Lynn :

We have reviewed the filing above and have the following comment s.  In some of our
comment s, we may ask you to provide us with information so we may better understand the
disclosure.

Please respond to this letter by amending the filing or by providing the requested
information.  If you do not bel ieve our comments apply to the P articipants’ facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to the filing and the information you provide in response
to this comment, we may have  additional comments.   All defined terms used in this letter have
the same meaning as in the preliminary proxy statement  unless otherwise indicated.

Preliminary Proxy Statement

Cover Letter

1. We note the statement that “[a]ccording to SandRidge's Preliminary Proxy
Statement …and…Restated Certificate of Inc orporation, the election of the Nominees
requires the affirmative vote of a plurality of the votes cast  by the holders of Common
Stock at a meeting at which a quorum is present in person or represented by proxy. ”  It is
our understanding that Section 5.2 of the Company ’s Amended and Restated Certificate
of Incorporation provides that  the required vote for electing directors in a contested
electi on is the vote of a plurality of the shares represented in person or by proxy at the
meeting and entitled to vot e on the election of directors.   Please revi se accordingly.  Refer
to Item 21 of Schedule 14A.

Jesse Lynn , Esq.
Icahn Enterprises L.P.
April 30, 2018
Page 2

 Proposal 2 – Ratification and Extension of the Poison Pill

2. We note the statement under this caption  that “[i]n addition, according to the Company's
own disclosure, the Board purportedly adopted the Poison Pill to protect the shareholders
right to vote on the Merger …[s] ince th e Merger Agreement …has been terminated, the
Poison Pill is no longer needed and should not be extended .”  Based on the Company ’s
press release filed as an exhibit to its Current Repo rt on Form 8 -K dated November 27,
2017 , it appears that the Company adopt ed the shareholder rights plan not only to protect
the referenced right to vote on the Merger but for other reasons describe d in the press
release as well, including “to deter the acquisition of actual, de facto or negative control
of the Company by any person or group without appropriately compensating its
shareholders for such control .”  Please revise the disclosure to remove the implication
that the rationale cited in the Participants ’ proxy statement was the only reason for the
Board ’s adoption of the shareholder rights plan.

3. We note the statement under this caption  that “[t]he Participants believe the original
Poison Pil l was much broader than other shareholder rights plans and contained
ambiguous language that could interfere with communication between Shareholders and
may have been unenforceable under Delaware law. ”  With a view towards revised
disclosure, please provide  support for this statement.

4. We note the statement under this caption  that “[d]espite the Icahn Participants ’ multiple
comm unications regarding the Poison Pill, the Board and the Company did not amend the
Poison Pill or clarify the language in question until the Icahn Participants threatened to
bring a lawsuit on behalf of all stockholders. ”  Based on the disclosure contained in the
section entitled  “Background to the Solicitation ” and in the Company ’s Current Report
on Form 8 -K filed on December 1 1, 2017, it appears that:

 The Icahn Participants  first made the request for clarification through a letter to
the Board of Directors on November 30, 2017, where they raised “several
questions regarding the parameters of t he Poison Pill ” (see the “Background to the
Solicitation ”);
 Counsel  to the Company responded on December 8, 2017 to provide the
requested  clarity on the terms of the shareholder rights plan  (as noted in the
“Background to the Solicitation ”);
 The Compan y noted that certain specific actions would not trigger the shareholder
rights plan  (as noted in the referenced Form 8 -K)
 On December 9, 2017, counsel to the Icahn Group sought further clarity from the
Company  (as noted in the “Background to the Solicitation ”);
 On December 12, 2017, the Company responded by confirming that  “subject to
compliance by the Participants  with certain laws and the Company’s constituent
documents, none of the actions outlined in the Icahn Participant s’ November 30
letter would trigger the Pois on Pill ” (as noted in the “Background to the
Solicitation ”); and

Jesse Lynn , Esq.
Icahn Enterprises L.P.
April 30, 2018
Page 3

  On January 9, 2018, the Icahn Participants delivered a letter to the Board calling
for the termination of the Poison Pill and later that day, the Company issued a
press release respo nding to the Icahn Participants ’ letter  (as noted in the
“Background to the Solicitation ”).

Based on above, it appears that the Company did appear to respond to requests from the
Participants to clarify the language in question prior to the threat of a lawsuit.  Please
advise or revise  accordingly .

5. The following statement  appear s to impugn the character, integrity and personal
reputation of the Board  without adequate factual foundati on:

 “The Participants believe the proposal to ratify and extend the Poison Pill is part of
the B oard's continued attempts to entrench itself and stifle the voices  of Shareholders
while pursuing potentially self -serving  and value -destructive policies .”

Please do not use these or similar statements in the soliciting materials without providing
a proper factual foundation for the statements.  In addition, as to matters for which the
Participants do have a prope r factual foundation, please avoid making statements about
those matters that go beyond the scope of what is reasonably supported by the factual
foundation.  Please note that characterizing a statement as one’s opinion or belief does
not eliminate the need  to provide a proper factual foundation for the statement; there must
be a reasonable basis for each opinion or belief that the filing persons express.  Please
refer to Note (b) to Rule 14a -9.  To the extent the Participants are unable to provide
adequat e support, please file appropriate corrective disclosure and refrain from including
such statements in future soliciting materials.

Proposal 4 – Advisory Vote on Compensation of Named Executive Officers

6. Each sta tement or assertion of opinion or belief must be clearly characterized as such,
and a reasonable factual basis must ex ist for such opinion or belief.  Support for any such
opinions or beliefs should be self -evident, disclosed in the soliciting materials or
provided to the staff on a supplemental basis with a view toward disclosure.  Please
provide support for the following statements  and/or revise accordingly :

 “As part of the emergence from bankruptcy …the Board failed to adequately address
the former chief executive officer's employment agreement such that, following his
termination, the Company was required to pay him outsized  severance …”  In addition
to providing support for such statement , please also consider the accuracy of such
statement given that disclosure in the Company ’s proxy statement appears to indicate
that the employment agreement with the Company ’s former chief executive officer
James Bennett was assumed pursuant to a plan of reorganization, which was
approved by substantial majorities of the Company’s creditor s and confirmed by the
Bankruptcy Court prior to  the appointment of the Company’s Board .  Based on

Jesse Lynn , Esq.
Icahn Enterprises L.P.
April 30, 2018
Page 4

 above, it appears that the incumbent directors  were not in a position to address the
terms of  Mr. Bennett ’s employment agreement.
 “Moreover, since emerging from bankruptcy, the Company h as not realigned its
executives ’ compensation with stockholder interests, continuing to provide outsized
compensation for the same execu tives who previously steered the Company into
bankruptcy. ”  Please provide support for the clam that the compensation is outsize,
e.g. as compared to the Company ’s peer group for executive compensation.

Proxy Card

7. We remind the Participants of their obligations under Exchange Act Rule 14a -6(e)(1)
with respect to the proxy card.

*     *     *

We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff .

 Please contact me at (202) 551 -3444  with any questions.

Sincerely,

/s/ Perry J. Hindin

Perry J. Hindin
Special Counsel
Office of Mergers and Acquisitions

CORRESP
1
filename1.htm

CORRESP

 SandRidge Energy, Inc.

123 Robert S. Kerr Avenue

 Oklahoma
City, Oklahoma 73102

 (405) 429-5500

VIA EDGAR

 September 29, 2016

Division of Corporation Finance

 United States Securities and
Exchange Commission

 100 F Street, N.E.

 Washington, D.C.
20549

 Attention: Lisa Krestynick

Re:
SandRidge Energy, Inc.

Form T-3 (File No. 022-29025)

 Ladies and Gentlemen:

We refer to the Application for Qualification of Indenture on Form T-3 (File No. 022-29025) (as amended, the “Form T-3”) of
SandRidge Energy, Inc. (the “Company”), initially filed on July 18, 2016 with the Securities and Exchange Commission (the “Commission”), in connection with the qualification under the Trust Indenture Act of 1939, as amended
(the “Act”), of the indenture governing the Company’s new 0.00% Convertible Senior Subordinated Notes due 2020.

 On
September 26, 2016, the Company filed Amendment No. 1 to the above referenced Form T-3. In accordance with Section 307(c) of the Act, we hereby respectfully request the acceleration of the effectiveness of the above referenced Form T-3 so
that it may become effective at or prior to 3:00 p.m. (Eastern time) on September 30, 2016 or as soon as reasonably practicable thereafter.

In connection with the filing of the Form T-3, the Company hereby acknowledges that:

•

should the Commission or the Staff of the Division of Corporation Finance of the Commission (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.

 Please contact Matthew R. Pacey of Kirkland & Ellis LLP at (713) 835-3786 to confirm the effectiveness of the
Form T-3.

Very truly yours,

SANDRIDGE ENERGY, INC.

By:

/s/ Philip T. Warman

Name:

Philip T. Warman

 Title:

Senior Vice President, General Counsel and Corporate Secretary

CORRESP
1
filename1.htm

Correspondence

 January 29, 2015

Mr. H. Roger Schwall, Assistant Director

 Division of
Corporation Finance

 U.S. Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549-3628

Re:
SandRidge Energy, Inc.

 File No. 001-33784

Dear Mr. Schwall,

 SandRidge Energy, Inc.
(the “Company” or “SandRidge”) hereby submits this letter as a follow up to its November 19, 2014 letter to the staff (the “Staff”) of the U.S. Securities and Exchange Commission.

As discussed with members of the Staff, the Company intends to include the following disclosure in its Annual Report on Form 10-K for the year
ended December 31, 2014, and, in that connection, requests that the Staff confirm it has no further comment at this time on the Company’s periodic filings:

If CO2 volumes delivered to Occidental do not materially increase from current levels, the Company will have the right, beginning in 2020,
to reduce future minimum annual CO2 volume requirements under the agreement by paying Occidental an amount equal to the present value of $0.70 multiplied by such reduced CO2 volume requirements as designated by the Company. As of December 31,
2014, if the Company were to cease delivering natural gas for processing and made no future CO2 deliveries from such date until 2020, the Company would be required to pay annual delivery shortfall penalties, in the aggregate, of approximately $292.6
million for the contract years 2012 through 2019, which includes $75.0 million for penalties incurred through December 31, 2014. Further, by paying approximately $291.4 million in 2020, the Company could adjust the future CO2 volume
requirements to zero. This amount will continue to decrease as future deliveries of CO2 are made. The Company also may terminate the treating agreement at any time, which would require a termination payment by the Company to Occidental of an amount
equal to (a) the present value of $0.70 multiplied by the remaining CO2 volumes required to be delivered under the agreement, plus (b) Occidental’s current net book value of the Century Plant.

 Mr. H. Roger Schwall

U.S. Securities and Exchange Commission

 Page 2

If you have any questions or require any additional information, please contact Philip T. Warman at 405-429-6136 or Justin P. Byrne at
405-429-5706.

Very truly yours,

SandRidge Energy, Inc.

By:

/s/ Eddie M. LeBlanc III

Name:

Eddie M. LeBlanc III

Title:

Executive Vice President and

Chief Financial Officer

January 29 , 2015

Via E -mail
Eddie M. LeBlanc III
Executive Vice President and Chief Financial Officer
SandR idge Energy, Inc.
123 Robert S. Kerr Avenue
Oklahoma City, Oklahoma  73102

Re:   SandR idge Energy, Inc.
Form 10 -K for the Fis cal Year E nded December 31, 2013
Filed February 28, 2014
Form 10 -K for the Fiscal Year Ended December 31, 2012
Filed March 1, 2013
File No. 001-33784

Dear Mr. LeBlanc:

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 United 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  the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

        /s/H. Roger Schwall

        H. Roger Schwall
        Assistant Director

CORRESP
1
filename1.htm

CORRESP

 November 19, 2014

Mr. H. Roger Schwall, Assistant Director

 Division of
Corporation Finance

 U.S. Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549-3628

Re:
SandRidge Energy, Inc.

 File No. 001-33784

Dear Mr. Schwall,

 SandRidge Energy, Inc.
(the “Company” or “SandRidge”) hereby submits this letter as a follow up to its September 26, 2014 letter in response to the letter (the “August 15 Letter”) of the staff (the
“Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), sent via email on August 15, 2014, which addresses subjects that have been the subject of comment letters and an email previously sent
by the Staff (on July 30, 2013; November 13, 2013; February 4, 2014; and June 3, 2014) and responded to by the Company (on August 21, 2013; December 13, 2013; February 19, 2014; and
August 19, 2014).

 Set forth below in italics is the text of Comment 2 contained in the August 15 Letter, followed by our
response thereto. Capitalized terms used but not otherwise defined herein have the respective meanings ascribed to them in the 2012 Form 10-K.

Comment 2

 Note 12 - Construction Contracts,
page F-34

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

 Mr. H. Roger Schwall

U.S. Securities and Exchange Commission

  Page
 2

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

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

•

The cumulative under-delivered quantity of CO2 at each balance sheet date, the amount of the possible end-of-contract penalty related to this quantity,
and the extent to which this has been accrued each period based on your probability assessments.

•

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

•

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

•

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

•

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

•

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

•

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

Response

 Background

The Company believes it would be helpful to provide additional clarity about its analysis at the inception of the treating agreement regarding the appropriate
accounting for the annual shortfall penalty. In that regard, the Company notes that there is no single comprehensive standard addressing the accounting for expected losses on executory contracts except when an arrangement is within the scope of
certain industry-specific and transaction-specific guidance that specifically provides for the accrual of losses, such as the following:

 Mr. H. Roger Schwall

U.S. Securities and Exchange Commission

  Page
 3

•

A firm purchase commitment for goods or inventory under ASC 330 – Inventory

•

Construction or production-type contracts within the scope of ASC 605-35 – Revenue Recognition – Construction-Type and Production-Type Contracts

•

An operating lease that is subleased subject to ASC 840, including ASC 840-20-25-15 and ASC 840-30-35-13, or ASC 420

•

Certain executory contracts subject to ASC 420 – Exit or Disposal Cost Obligations

•

An insurance contract with a premium deficiency subject to ASC 944-60

•

Certain derivative contracts within the scope of ASC 815 – Derivatives and Hedging

•

Arrangements accounted for pursuant to ASC 985-605 – Software – Revenue Recognition.

 Accordingly,
we evaluated whether a loss should be recognized under ASC 420. ASC 420-10-30-7 through 30-9 requires the recognition of a liability for costs that will continue to be incurred under a contract for its remaining term without economic benefit to the
entity at its cease-use date. However, since the commencement of the Century Plant treating agreement (which is an executory contract) the Company has consistently utilized a part of the Century Plant’s processing capacity. Therefore, given
that the Company continues to utilize the Century Plant and has not terminated the contract or agreed to a cease-use date, it would not be appropriate under this guidance to record a liability that contemplated future annual periods. Furthermore,
while the Emerging Issues Task Force (“EITF”) of the Financial Accounting Standards Board discussed loss recognition for all other firmly committed executory contracts from the perspective of the buyer in EITF Issue No. 99-14,
“Recognition by a Purchaser of Losses on Firmly Committed Executory Contracts”, the EITF did not reach a consensus on the issue. Accordingly, there is no current authoritative accounting guidance that would support the accelerated
recognition of future periodic costs attributable to a firmly committed executory contract unless that contract has been terminated.

 Due to the lack of
specific guidance with respect to the accounting for executory contracts, the Company determined the method of accounting for CO2 delivery shortfalls attributable to discrete annual performance
periods within the Century Plant treating agreement to be one based upon the definition of a liability. Paragraph 35 of FASB Concepts Statement No. 6, Elements of Financial Statements, defines a liability as “…probable future
sacrifices of economic benefits arising from present obligations of a particular entity to transfer assets or provide services to other entities in the future as a result of past transactions or events.” Paragraph 36 provides further discussion
of the characteristics of a liability, stating that “A liability has three essential characteristics: (a) it embodies a present duty or responsibility to one or more other entities that entails settlement by probable future transfer or use
of assets at a specified or determinable date, on occurrence of a specified event, or on demand, (b) the duty or responsibility obligates a particular entity, leaving it little or no discretion to avoid the future sacrifice, and (c) the
transaction or other event obligating the entity has already happened.” Because the definition of a liability indicates that the probable sacrifice of economic benefits in the future must have resulted from past transactions or events and the
annual shortfall penalty, calculated in accordance with the terms of the Century Plant treating agreement, is based upon CO2 deliveries made within discrete annual performance periods, the
Company believed the accrual of a liability

 Mr. H. Roger Schwall

U.S. Securities and Exchange Commission

  Page
 4

for an annual delivery shortfall under the agreement would not be recognized until the end of the year because lower CO2 volumes delivered
in any day (or month or quarter) within the annual period could be offset by higher or adequate CO2 volumes delivered in another day (or month or quarter) within the same annual period.
Therefore, the Company believed that accrual at the end of the period when the penalty could be accurately calculated was acceptable in accordance with available guidance.

Notwithstanding the earlier determination that its method of accounting for the Century Plant treating agreement was acceptable, as a result of discussions
with the Staff, the Company has concluded that an alternative approach with respect to this specific contract would be to review the annual shortfall penalty on a quarterly basis as a loss contingency under the guidance of ASC 450-20, consistent
with the analysis of the end-of-contract penalties, and to apply the guidance in ASC 450-20-25-2 for purposes of its quarterly financial statements. Under the guidance of ASC 450-20-25-2, as natural gas is delivered and processed over each quarterly
period, a portion of the under delivery penalty will potentially be incurred for which the final outcome will not be determined until all deliveries and processing for the annual period have occurred or failed to occur. Therefore, in accordance with
ASC 450-20-25-2, at the end of each quarterly period, the Company should assess whether it is probable that it will be obligated to pay any annual shortfall penalty attributable to its performance under the contract during the portion of the annual
performance period completed thus far. This method of recording only probable losses attributable to the portion of the annual period completed thus far is consistent with the concepts noted within ASC 450-20-25-2, which indicate that even
reasonably estimable losses shall not be accrued if it is not probable that a liability has been incurred at the date of the financial statements because those losses relate to a future period rather than the current or a prior period. Additionally,
the referenced guidance states that the attribution of a loss to events or activities of the current or prior periods is an element of liability incurrence.

Annual Shortfall Penalty

 In accordance with the
guidance described above under ASC 450-20, the Company has performed for each applicable quarterly period of 2012, 2013 and 2014 an analysis to determine (i) an estimated delivery shortfall attributable to each period (ii) the probability
that the Company will be required to pay a $0.25 per Mcf annual under delivery penalty attributable to these calculated periodic delivery shortfalls and (iii) if probable, the proper expense/loss to be accrued. Results of this analysis are
presented below. The Company intends to apply the same analysis to all future quarterly periods during the remaining term of the treating agreement.

(i)
Estimated Period Shortfall

 This volume is determined at the end of each period based
upon a comparison of the average daily quantity of CO2 delivered to date during the current annual performance period and the average daily
CO2 deliveries necessary to meet the delivery requirement for the current annual performance period (“average daily requirement”). Calculated: (average daily requirement less actual
average daily year-to-date CO2 deliveries) multiplied by the number of days elapsed in the current annual performance period.

 Mr. H. Roger Schwall

U.S. Securities and Exchange Commission

  Page
 5

(ii)
Probability

 In order to determine whether or not it is probable that the Company will
be required to pay a $0.25 per Mcf annual under delivery fee attributable to shortfall volumes calculated in (i) above, an analysis of total CO2 deliveries the Company expects to make
during the remainder of the annual period is performed, subject to available processing capacity for the remainder of the annual performance period. This analysis considers (a) deliveries expected from currently producing wells, as well as
(b) the Company’s current intent with respect to its operating activities for the remainder of the annual performance period (e.g. whether it intends to resume drilling in the WTO as a result of changes in oil and/or natural gas prices
during the period) and (c) the Company’s current intent or lack thereof to deliver CO2 under the agreement via purchases from third party producers of CO2 or natural gas for processing at the Century Plant.

(iii)
Accrual

 If, based upon the analysis performed in (ii), the Company determines that it
is probable that it will pay a $0.25 per Mcf penalty attributable to all or a portion of the shortfall volumes determined in (i), such penalty shall be accrued as of the current period end.

Results of the above analysis for each annual period are as follows:

2012

 Estimated Period Shortfall

As the Century Plant was placed into service on September 1, 2012, the annual requirements under the contract became effective at that time, with the 2012
annual requirement included in the terms of the agreement adjusted pro rata for the four-month period then remaining in 2012. The following table presents the estimated penalty attributable to the applicable periods using the above analysis as of
each quarter end (dollars in thousands, except penalty per Mcf):

Q3 2012

Q4
2012

Estimated
Period
Expense

Actual

 Average daily required MMCF

354.934

 Average daily delivered MMCF

81.425

 Average daily required less delivered MMCF

273.509

 YTD Days in Period

30

 Penalty per MCF

$
0.25

 Estimated Period Shortfall

$
2,051

 YTD estimate

$
2,051

$
8,481

 QTD estimate

$
2,051

$
6,430

 Mr. H. Roger Schwall

U.S. Securities and Exchange Commission

  Page
 6

 Probability and Estimated Accrual

At the end of each quarter, the Company’s analysis indicated an excess of the average daily requirement in comparison to the average daily deliveries and,
therefore, indicated a delivery shortfall attributable to that quarter. At September 30, 2012, the Company intended to continue to produce and deliver natural gas from all active wells in the WTO for the remainder of the annual performance
period, but its drilling plan at that time did not include plans to drill in the WTO nor did the Company intend to purchase CO2 or unprocessed natural gas from other producers for delivery and
processing at the Century Plant. Based on an analysis of CO2 volumes estimated to be delivered from production of the active WTO wells during the remainder of 2012, estimated CO2 deliveries for the 2012 performance period were not expected to be sufficient to overcome the volume shortfall attributable to the interim period ended September 30, 2012. Therefore, the
Company’s analysis indicates that payment of an annual penalty was probable at that time, with approxi

CORRESP
1
filename1.htm

CORRESP

 September 26, 2014

Mr. H. Roger Schwall, Assistant Director

 Division of
Corporation Finance

 U.S. Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549-3628

Re:
SandRidge Energy, Inc.

File No. 001-33784

 Dear Mr. Schwall,

SandRidge Energy, Inc. (the “Company” or “SandRidge”) hereby submits this letter in response to the comment
letter (the “Letter”) of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), sent via email on August 15, 2014, which addresses subjects that have been
the subject of comment letters and an email previously sent by the Staff (on July 30, 2013; November 13, 2013; February 4, 2014; and June 3, 2014) and responded to by the Company (on August 21, 2013; December 13,
2013; February 19, 2014; and August 19, 2014).

 Set forth below is the text of each comment set forth in the Letter, followed by
our response thereto. Capitalized terms used but not otherwise defined herein have the respective meanings ascribed to them in the Company’s annual report on Form 10-K for the year ended December 31, 2012.

Comment

 Revenue Recognition and Natural Gas
Balancing, page F-13

 1. We note that you have not complied with prior comment 5 of our comment letter dated February 4, 2014, regarding
income you have recognized for services performed on behalf of third-parties having interests in wells that you operate. We previously advised that Rule 4-10(c)(6)(iv)(C) of Regulation S-X precludes your reliance on the guidance in Rule
4-10(c)(6)(iv)(B), under these circumstances, in stating that “notwithstanding the provisions of paragraphs (i)(6)(iv) (A) and (B) of this section, no income may be recognized for contractual services performed on behalf of investors
in oil and gas producing activities managed by the registrant or an affiliate.” We also previously advised that we regard an operator of oil and gas properties to be a manager that is subject to the prohibition imposed by this guidance. We
continue to believe you will need to revise your accounting policy to conform. If you believe the resulting errors in your accounting are not material and you prefer to limit compliance to future filings, please submit the analysis that you
performed in formulating your view.

 Mr. H. Roger Schwall

U.S. Securities and Exchange Commission

  Page
 2

 Response

The Company and PwC, our independent auditor, continue to view the role of an operator of oil and gas assets as different from that of a manager of such
assets. For this reason, the Company requests that this matter be referred to the Office of the Chief Accountant for resolution. However, the Company notes that it has performed a quantitative and qualitative assessment of the materiality of the
changes to the Company’s statement of operations that would be necessitated by the Staff’s interpretation, and believes that the impact of such changes would not have been material to the 2013 Form 10-K. The Company will provide this
analysis, if necessary, pending resolution of this Comment by the Office of the Chief Accountant.

 Comment

Note 12—Construction Contracts, page F-34

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

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

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

•

The cumulative under-delivered quantity of CO2 at each balance sheet date, the amount of the possible end-of-contract penalty related to this quantity, and the extent to which this has been accrued
each period based on your probability assessments.

 Mr. H. Roger Schwall

U.S. Securities and Exchange Commission

  Page
 3

•

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

•

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

•

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

•

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

•

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

•

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

Response

 As explained in prior submissions, the
Company entered into the contract with the annual CO2 delivery shortfall provision with the expectation that sufficient volumes of CO2 would be extracted from the Company’s equity production. While near term natural gas pricing caused the
Company to defer its development of the resource behind the Century processing facility, the Company has the ability to mitigate the shortfall payment by purchasing unprocessed natural gas with sufficient CO2 content from other producers and have
such natural gas delivered and processed at the Century Plant, subject to the plant’s daily operational limitations. The Company believes that its ability to mitigate the annual shortfall payment in this fashion must be considered when and if
an annual CO2 delivery shortfall should be recorded, as explained below:

 The Company considered three potential approaches for determining the proper
accounting of the annual under delivery penalties: 1) accruing the entire annual shortfall payment in the first quarter of a year, 2) accruing a prorated quarterly amount of the annual shortfall each quarter and 3) a process that accrues the
estimated annual shortfall penalty during a year based on remaining available processing capacity. The Company’s assessment of each approach is as follows:

 Mr. H. Roger Schwall

U.S. Securities and Exchange Commission

  Page
 4

1.
Accrual of the entire annual shortfall payment in the first quarter. As noted within FASB ASC 450-20-25-2 with respect to loss contingencies, accrual of probable losses is required when such losses are
reasonably estimable and relate to the current or a prior period. The estimate disclosed in the 2012 Form 10-K of the expected accrual for the 2013 shortfall penalty with respect to the annual delivery obligation was based solely upon forecasted
deliveries from currently producing wells for 2013 as of the time of the filing of the 2012 Form 10-K and did not consider other methods by which the Company could fulfill its delivery obligation under the contract, such as purchasing unprocessed
natural gas with sufficient CO2 content from other producers or drilling additional wells in the area. An accrual of the entire annual shortfall penalty in the first quarter of 2013 would not have been appropriate under these facts and circumstances
because such liability would not comply with the characteristics of a liability as described in CON 6 paragraph 36. Specifically, the event obligating the Company (i.e., the annual calculation) had not occurred at the end of the first quarter and
the Company had discretion to avoid or mitigate such liability subject to the plants’ operations constraints described below.

2.
Accrual on a prorated quarterly basis. Because under delivery penalties are determined under the treating agreement based upon an annual commitment and not a monthly or quarterly delivery commitment (e.g.,
there is no penalty assessed against the Company if one-fourth of the annual requirement is not delivered within any particular quarter), there is no periodic delivery requirement, other than an annual requirement, against which to measure monthly
or quarterly deliveries in order to determine an obligation attributable to current or prior periods as required by the guidance in ASC 450-20-25-2. Any obligation accrued monthly or quarterly based upon forecasted deliveries would not relate to
current or prior periods and, therefore, would not be in accordance with the guidance of ASC 450. Further, just like a first quarter accrual of the entire shortfall liability discussed above, this method produces a liability that is inconsistent
with CON 6 paragraph 36.

3.
Accrual based on remaining available processing capacity. Because the treating agreement does not include monthly or quarterly minimum delivery requirements, only an annual requirement, the Company
believes the amount of annual shortfall payment is not considered reasonably estimable and related to a current or prior period until sufficient capacity is no longer available over the remainder of the year to meet the annual obligation, as
described in greater detail below. An analysis of actual deliveries and processing capacity for the first eight months of 2014 and the year ended December 31, 2013 is as follows:

Eight Months Through August 31, 2014

The total daily capacity of the Century Plant and the Company’s legacy gas processing plants (from which CO2 resulting from natural gas
processing may also be delivered to Occidental for application toward the annual delivery requirement) that are operational in 2014 is 845 MMCF. Based on the Company’s 2014 actual CO2 deliveries through June 30, 2014, totaling 10,485 MMCF,
the Company’s remaining annual delivery requirement for 2014, net of banked allowable volumes (CO2 delivered from the Company’s legacy plants to Occidental for a specified time prior to completion of the Century Plant, limited to 0.833% of
the annual delivery requirement per the treating agreement), was 145,982 MMCF as of that date. With an available daily processing capacity of 845 MMCF, approximately 173 days of processing capacity would be required to meet the remaining annual
delivery requirement and, as of June 30, 2014, 184 days remained in the calendar

 Mr. H. Roger Schwall

U.S. Securities and Exchange Commission

  Page
 5

year. With sufficient capacity available in the remainder of the year to meet the annual obligation, which the Company could accomplish by purchasing gas from other producers, drilling additional
wells in the area or a combination of these activities, a loss for the annual obligation is not considered probable, estimable and related to a current or prior period as of June 30, 2014, (i.e., since not yet related to a current period, a
loss has not yet been incurred). The Company analyzed deliveries subsequent to June 30, 2014 and determined that as of July 31, 2014, approximately 171 days of processing capacity were required in order to meet the remaining annual
delivery requirement and only 153 days remained in the calendar year. Therefore, the Company will accrue an estimate of the annual shortfall in the third quarter of 2014 financial statements that is probable, estimable and related to this period,
based upon the shortage of available capacity as of the end of this period and will update the accrued amount at the end of each monthly period through the remainder of the calendar year. As of August 31, 2014, with a shortage of approximately
47 days, or 39,344 MMCF based on daily capacity limits, the estimated amount to be accrued for the 2014 annual under delivery penalty is approximately $9.8 million, which represents the minimum estimable 2014 loss relating to current or prior
periods as of that date in accordance with ASC 450-20-30-1, which states “When no amount within the range is a better estimate than any other amount, however, the minimum amount in the range shall be accrued. Even though the minimum amount in
the range is not necessarily the amount of loss that will be ultimately determined, it is not likely the ultimate loss will be less than the minimum amount.”

2013

 The Company
performed the same analysis for 2013, based on total daily capacity of the Century Plant and the Company’s legacy plants that were operational in 2013 of 1,066.5 MMCF, and determined a portion of the 2013 loss was probable, estimable and
related to a current or prior period in the third quarter of 2013 since as of September 30, 2013, approximately 128 days of processing capacity were required in order to meet the remaining annual delivery requirement and only 92 days remained
in the calendar year. As of September 30, 2013, with a shortage of approximately 36 days, or 38,104 MMCF based on daily capacity limits, the estimated amount to be accrued for the 2013 annual under delivery penalty was approximately $9.5
million, which represents the minimum estimable 2013 loss relating to current or prior periods as of that date in accordance with ASC 450-20-30-1, which states “When no amount within the range is a better estimate than any other amount,
however, the minimum amount in the range shall be accrued. Even though the minimum amount in the range is not necessarily the amount of loss that will be ultimately determined, it is not likely the ultimate loss will be less than the minimum
amount.”

 For the reasons set forth below, the Company does not believe the correction of the third quarter 2013 financial statements,
i.e., by recording an accrual of $9.5 million in respect of the 2013 delivery shortfall penalty, represents the correction of a material error in the prior period financial statements. Below is the Company’s analysis that demonstrates that the
impact of the aforementioned under delivery penalty is not material from both a quantitative and qualitative perspective.

 Mr. H. Roger Schwall

U.S. Securities and Exchange Commission

  Page
 6

 An analysis of the impact of the estimated under delivery penalty not accrued at
September 30, 2013 to reported amounts is as follows:

YTD September 30, 2013

QTD September 30, 2013

QTD December 31, 2013

(in thousands)

As
Reported

As
Revised

$
Change

As
Reported

As
Revised

$
Change

As
Reported

As
Revised

$
Change

 Production ex

CORRESP
1
filename1.htm

CORRESP

 August 21, 2014

Mr. H. Roger Schwall

 Assistant Director

Division of Corporate Finance

 U.S. Securities and Exchange
Commission

 100 F Street, NE

 Washington, D.C. 20549-3628

Re:
SandRidge Energy, Inc.

 Form 10-K for the Fiscal Year Ended December 31, 2013

 Filed February 28, 2014

Form 10-K for the Fiscal Year Ended December 31, 2012

Filed March 1, 2013

Letter dated August 15, 2014

 Dear Mr.
Schwall,

 In response to your letter dated August 15, 2014 (the “Comment Letter”), providing comments to the Forms 10-K
for the fiscal years ended December 31, 2013 and 2012, filed by SandRidge Energy, Inc. (the “Company” or “SandRidge”) with the Commission on February 28, 2014, and March 1, 2013, respectively; the Company hereby
submits this letter to request additional time, until September 26, 2014, to respond to the Comment Letter.

 If you have any questions or
require any additional information, please contact me at 405-429-5706.

Very truly yours,

SandRidge Energy, Inc.

By:

/s/ Justin P. Byrne

Name: Justin P. Byrne

Title: Associate General Counsel

August 15, 2014

Via E -mail
Eddie M. LeBlanc III
Executive Vice President and Chief Financial Officer
SandR idge Energy, Inc.
123 Robert S. Kerr Avenue
Oklahoma City, Oklahoma  73102

Re:   SandR idge Energy, Inc.
Form 10 -K for the Fis cal Year E nded December 31, 2013
Filed February 28, 2014
Form 10 -K for the Fiscal Year Ended December 31, 2012
Filed March 1, 2013
Response letter dated February 19, 2014
File No. 001-33784

Dear Mr. LeBlanc:

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

Please respond to this letter within ten business days by amending your filing s, by
providing the requested information, or by advising us when you wil l provide the requested
response.   If you do not believe our comment s apply  to your facts and cir cumstances or do not
believe amendment s are appropriate, please tell us why in your response.

After reviewing any amendment s to your filing s and the information you provide in
response to these  comment s, we may have  additional comments.

Form 10 -K for the Fiscal Year ended December 31, 201 3

Financial Statements

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

Revenue Recognition and Natural Gas Balancing, page F -13

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

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

 provisions of paragraphs (i)(6)(iv) (A) a nd (B) of this section, no income may be
recognized for contractual services performed on behalf of investors in oil and gas
producing activities managed by the registrant or an affiliate.”  We also previously
advised that we regard an operator of oil and gas properties to be a manager that is
subject to the prohibition imposed by this guidance.  We continue to believe you will
need to revise your accounting policy to conform.  If you believe the resulting errors in
your accounting are not material and you prefer to limit compliance to future filings,
please submit the analysis that you performed in formulating your view.

Note 12 - Construction Contracts, page F -34

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Sincerely,

        /s/H. Roger Schwall

        H. Roger Schwall
        Assistant Director

CORRESP
1
filename1.htm

SEC Response Letter

 February 19, 2014

Mr. H. Roger Schwall

 Assistant Director

Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549-3628

Re:
SandRidge Energy, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2012

Filed March 1, 2013

Form 10-Q for the Fiscal Quarter ended March 31, 2013

Filed May 8, 2013

Definitive Proxy Statement on Schedule 14A

Filed May 29, 2013

Response Letter December 13, 2013

File No. 001-33784

 Dear Mr. Schwall,

SandRidge Energy, Inc. (the “Company” or “SandRidge”) hereby submits this letter in response to the written
comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), dated February 4, 2014 (the “Comment Letter”), with respect to the Form 10-K for the
fiscal year ended December 31, 2012 filed by SandRidge with the Commission on March 1, 2013 (the “2012 Form 10-K”); the Form 10-Q for the fiscal quarter ended March 31, 2013 filed by SandRidge with the Commission on
May 8, 2013; the Definitive Proxy Statement on Schedule 14A filed by SandRidge with the Commission on May 29, 2013; and the Response Letter filed by the Company with the Commission on December 13, 2013.

Set forth below is the heading and text of each comment set forth in the Comment Letter, followed by our response thereto. As noted in its
responses to Comment 6 below, the Company undertakes to include certain disclosure in its Form 10-K for the fiscal year ended December 31, 2013 (the “2013 Form 10-K”) and, to the extent applicable, in other future filings. Capitalized
terms used but not otherwise defined herein have the respective meanings ascribed to them in the 2012 Form 10-K.

 Form 10-K for the Fiscal Year ended
December 31, 2012

 Business, page 1

 Mr. H. Roger Schwall

U.S. Securities and Exchange Commission

 Page 2

 Business Segments and Primary Operations, page 4

West Texas Overthrust, page 6

 1. We note your
response to prior comment two, clarifying that you have accrued your delivery shortfall liability using the $0.25 rate and have not accrued the incremental $0.70 per Mcf end-of-contract penalty because the opportunity to avoid payment by making
excess deliveries in a future period has introduced uncertainty about the extent to which this liability may be reduced before it must otherwise be paid in 2042 (i.e., the final year of the contract).

You thereby emphasize that ultimate payment is less than probable and not estimable. However, these assessments appear to arise only
when contemplating future events that may alleviate your liability rather than being attributable to incomplete information about the delivery shortfalls that have already occurred. We would like to understand why you believe the financial
implications of actual delivery shortfall are subject to the guidance for loss contingencies in FASB ASC 450-20, and why if you are subject to this guidance, you have not effectively offset your loss with gain that is contingent on excess deliveries
in the future, contrary to the guidance in FASB ASC 450-30-25-1 and 50-1.

 Please explain your basis for assuming future
excess deliveries will occur and be sufficient to avoid additional payment. Given your history of recording shortfalls in 2012 and 2013, and the information set forth in your response regarding an inability to provide an estimate, there does not
appear to be a basis to forecast a surplus sufficient to overcome past CO2 delivery deficiencies.

Response

 The terms of the
treating agreement specify that delivery deficiency volumes in a given year are not added to the subsequent year’s annual requirement, but rather are added to the annual requirement of the final year of the term of the agreement. In the event
the contract is cancelled by Occidental prior to the end of its term, whether due to nonperformance by the Company or otherwise, the Company is not obligated to pay Occidental the $0.70 end-of-contract penalty on any delivery deficiency volumes
incurred through the date of cancellation. ASC 450-20 defines a contingency as “An existing condition, situation, or set of circumstances involving uncertainty as to possible gain (gain contingency) or loss (loss contingency) to an entity that
will ultimately be resolved when one or more future events occur or fail to occur.” As the delivery shortfalls in 2012 and 2013 create uncertainty that will not be resolved until future deliveries occur or fail to occur, the Company believes
the contingencies guidance is applicable with respect to the treating agreement.

 The Company has prepared several analyses based upon the
assumption that drilling will resume in the West Texas Overthrust (“WTO”) once natural gas prices reach a level sufficient to produce a reasonable rate of return, all of which indicate that the Company would produce enough natural gas, and
consequently enough CO2, to satisfy the total CO2 volume delivery commitment under the treating agreement. For this reason, the Company
is currently not able to reasonably determine what portion of delivery deficiency volumes incurred in 2012 and 2013, if any, will ultimately be attributed to the annual requirement of the final year of the term of the agreement (2042) and
believes its disclosures are compliant with guidance set forth in ASC 450-20.

 Mr. H. Roger Schwall

U.S. Securities and Exchange Commission

 Page 3

 As mentioned in the correspondence dated December 13, 2013, the
Company is in discussions with other companies that have expressed interest in developing the WTO. As part of those discussions, the Company has analyzed various scenarios for the development of the field. The attached chart presents estimated CO2 volumes that would be delivered as a result of WTO development assuming the resumption of drilling in the WTO at a price of $4.80 per Mcf of natural gas. This would result in a 20% rate of return,
which the Company believes is a reasonable rate for natural gas drilling compared to other available drilling projects. Analyses of WTO development utilizing both a 10-rig drilling program and a 15-rig drilling program were prepared. The Company
believes these would be nominal amounts of drilling activity given the fact that at one point in time the Company had over 40 rigs drilling in the WTO. At the time these analyses were prepared, the November NYMEX strip indicated a natural gas price
of $4.80 per Mcf in 2021; Therefore, four of the analyses assumed the resumption of drilling in 2022. Additionally, in order to analyze the impact to production of an earlier natural gas price recovery, four analyses assumed that the price of
natural gas would reach $4.80 per Mcf and drilling would resume in 2016. Under each scenario, CO2 volumes delivered are sufficient to satisfy the Company’s total delivery obligation under
the treating agreement such that the Company would not incur any end-of-term penalties.

 After the Staff’s review of the above
discussion and the attached chart, the Company would welcome any questions and is available to discuss any such questions at the Staff’s convenience.

Financial Statements

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

 Revenue Recognition and Natural Gas Balancing, page F-13

2. We have read your response to prior comment seven and understand that you regard the Century Plant construction and CO2 delivery contracts to be separate units of accounting under FASB ASC 605-25-25-5. We would like to understand how you applied the guidance in FASB ASC 605-25-30-2 and 5, in recognizing the entire
$796.3 million contract price as revenue in 2012, while zero has been allocated to your CO2 delivery commitment, which appears to represent a substantial performance obligations as evidenced by
the penalty provisions in the treating and delivery agreement. Please explain why the amount allocated to the Century Plant was not limited to zero under this provision and why ultimate realization of proceeds are not viewed as contingent upon the
delivery of CO2.

 Response

The Company believes the construction and treating agreements entered into by the Company and Occidental are not typical to those contemplated
under the guidance set forth in ASC 605-25, as (1) the Company has entered into the treating agreement in order to contract for the provision of services (processing of its natural gas production) and not as a revenue earnings

Mr. H. Roger Schwall

 U.S. Securities and Exchange Commission

Page 4

activity, and (2) both parties to the treating agreement have significant performance obligations – the Company is obligated to deliver
CO2 through the delivery of natural gas for treating at the Century Plant and Occidental is obligated to provide available treating capacity and treating services for Company-delivered volumes.
The guidance set forth in ASC 605-25 does not specifically address the recognition of revenue attributable to a delivered item in situations where contracts have been entered into in contemplation of one another, but the purchaser of the initial
deliverable is obligated to provide significant services in conjunction with the receipt of another deliverable of the arrangement; however, application of the guidance found in ASC 605-25-30-2 to both the Century Plant construction and CO2 delivery obligation as “deliverables” under the contracts requires consideration to be allocated at inception to all deliverables on the basis of their relative selling price.
Consideration received from Occidental under the construction contract of $796.3 million represents the selling price of the Century Plant under construction accounting treatment and represented the Company’s best estimate of the selling price
of such a plant; as mentioned previously, CO2 is considered a “waste gas” and a byproduct of the natural gas treating process which must be disposed; therefore, a relative selling
price of $0 was allocated to the CO2 to be delivered in the future.

 ASC
605-25-30-5 states that the amount allocable to the delivered unit of accounting (the Century Plant) is limited to the amount that is not contingent upon delivery of additional items or meeting other specified performance conditions, with ASC
605-25-30-6 further indicating that the amount recognized attributable to the delivered item shall not exceed all amounts to which the vendor is legally entitled, including cancellation fees (in the event of customer cancellation). Under the terms
of the treating agreement, Occidental is subject to significant penalties in the event that Occidental chooses to terminate the agreement. Upon termination of the contract by Occidental, whether as a result of nonperformance by the Company or
otherwise, Occidental is required to transfer title of the Century Plant to the Company, reimburse the Company for contract overages (i.e., costs incurred by the Company in excess of reimbursements paid by Occidental) during the construction of the
Century Plant and pay the Company a lump sum penalty calculated based upon the Company’s CO2 delivery requirements in future periods (at a rate of $0.70 per Mcf). As such, an amount
greater than the $796.3 million consideration received would be required to be transferred to the Company in the event Occidental terminated the agreement; therefore the allocable proceeds are not considered contingent upon future delivery of CO2 volumes under the guidance of ASC 605-25-30-5 nor are the proceeds limited under the guidance in ASC 605-25-30-6.

3. We understand from your response to prior comment seven that you have not recognized incremental oil and gas reserves in conjunction with the
construction of the Century Plant, notwithstanding your accounting for construction contract losses as oil and gas property development costs under the full cost method. Tell us how you determined that construction costs were not development costs
under the full cost method while also concluding that losses on the construction contract were development costs. Please also clarify whether you attributed the losses to evaluated properties whose costs are subject to amortization or unevaluated
properties whose costs are not subject to amortization and explain how these losses have been factored into your ceiling tests at each balance sheet date

 Mr. H. Roger Schwall

U.S. Securities and Exchange Commission

 Page 5

 Response

As an oil and gas company following the full cost method of accounting that had also been contracted to construct a processing plant for a
third party, it was necessary for the Company to decide as to which of two competing accounting models—full cost method of accounting for oil and gas or construction accounting—it would follow in accounting for the construction of the
Century Plant, including any differences in billings and costs incurred. The Company’s capitalization of costs incurred in excess of billings that will not be paid or reimbursed by Occidental (“losses”) as development costs within the
full cost pool resulted in the same impact to the full cost pool and net income as would have been recognized had the Company capitalized all costs incurred to construct the Century Plant in its full cost pool and credited reimbursements from
Occidental to the full cost pool as received; however, the Company believes that its use of the completed contract method in this instance provides financial statement users greater visibility into the costs incurred and borne by the Company in
connection with the construction agreement.

 The Company acknowledges that costs incurred during construction in excess of payments
received for the constructed asset would typically result in a loss on the income statement under construction accounting guidance; however, the Company believes in this instance that such losses are properly classified within the Company’s
full cost pool as “development costs” as defined in Rule 4-10 of Regulation S-X (costs incurred to obtain access to proved reserves for extraction, treating, gathering and storing the oil and gas) because the Company incurred those costs
solely for the purpose of developing its high-CO2 reserves within the Piñon Field. Because the Century Plant was constructed on behalf of Occidental and, upon completion, is an asset the
title to which is held by Occidental, the Company did not consider construction costs subject to reimbursement under the construction contract to be development costs of the Company. Only the costs of the Plant’s construction that were
ultimately borne by the Company, i.e., the losses, are considered development costs incurred by the Company.

 During the construction
phase of the Century Plant, estimated losses were accounted for as a major development project (Regulation SX Rule 4-10(c)(3)(ii)(B)) attributed to unevaluated properties in the WTO and were, therefore, excluded from costs subject to amortization.
Additionally, such estimated losses were included in the Company’s ceiling for ceiling test purposes at the then current carrying cost (i.e., the losses were included in both the ceiling and the capitalized costs compared to the ceiling as
allowed under Regulation SX Rule 4-10(c)(4)(i)(B)). Upon completion of the construction phase of the Century Plant, these losses were included in costs subject to amortization and were no longer included in the Company’s ceiling for ceiling
test purposes (included only in capitalized costs subject to the ceiling limitation), due to the fact that construction of the Plant had concluded. The Company believes that attribution of these costs to unevaluated properties during the
construction period was reasonable given the large number of unproved future identified drilling locations in the WTO and the fact that the Company’s existing smaller CO2 processing plants
had capacity adequate to process natural gas volumes from then-producing WTO wells; however, attribution of these costs exclusively to prove

February 4 , 2014

Via E -mail
Eddie M. LeBlanc III
Executive Vice President and Chief Financial Officer
SandR idge Energy, Inc.
123 Robert S. Kerr Avenue
Oklahoma City, Oklahoma  73102

Re:   SandR idge Energy, Inc.
Form 10 -K for the Fis cal Year E nded December 31, 2012
Filed March 1 , 2013
Form 10 -Q for the Fiscal Quarter ended March 31, 2013
Filed May 8, 2013
Definitive Proxy Statement on Schedule 14A
Filed May 29, 2013
Response letter dated December 13 , 2013
File No. 001-33784

Dear Mr. LeBlanc:

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

Please respond to this letter within ten business days by amending your filing s, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comment s apply  to your facts and cir cumstances or do not
believe amendment s are appropriate, please tell us why in your response.

After reviewing any amendment s to your filing s and the information you provide in
response to these  comment s, we may have  additional comments.

Form 10 -K for the Fiscal Year ended December 31, 2012

Business, page 1

Business Segments and Primary Operations, page 4

West Texas Overthrust, page 6

1. We note your response to prior comment two , clarifying that you have accrued your
delivery shortfall liability using the $0.25 rate and have not accrued the incremental
$0.70 per Mcf end-of-contract penalty because the opportunity to avoid payment by

SandR idge Energy, Inc.
February  4, 2014
Page 2

 making excess deliveries in  a future period has introduced uncertainty about the extent to
which this liability may be reduced before it must otherwise be paid in 2042 (i.e., the
final year of the contract ).

You thereby emphasize that ultimate payment is less than probable and not estimable.
Howeve r, these assessments appear to arise only when contemplating future events that
may alleviate your liability rather than being attributable to incomplete information about
the delivery shortfalls that have already occurred.  We would like to understand why  you
believe the financial implications of actual delivery shortfall are subject to the guidance
for loss contingencies in FASB ASC 450 -20, and why if you are subject to this guidance,
you have not effectively offset your loss with gain that is contingent on excess deliveries
in the future, contrary to the guidance in FASB ASC 450 -30-25-1 and 50 -1.

Please expl ain your basis for assuming future excess deliveries will occur and be
sufficient to avoid additional payment .  Given your history of recording sho rtfalls in 2012
and 2013, and the information set forth in your response regarding an inability to provide
an estimate, there does not appear to be a basis to forecast a surplus sufficient to
overcome past CO2 delivery deficiencies.

Financial Statemen ts

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

Revenue Recognition and Natural Gas Balancing, page F -13

2. We have read your response to prior comment seven and understand that you regard the
Century Plant construction and CO2 delivery contracts to be separate units of accounting
under FASB ASC 605 -25-25-5.  We would like to understand how you applied the
guidance in FASB ASC 605-25-30-2 and 5, in recognizing the entire $796.3 million
contract price as revenue in 2012, while zero has bee n allocated to your CO2 delivery
commitment, which appears to represent a substantial performance obligations  as
evidenced by the penalty provisions in the treating and delivery agreement.  Please
explain why the amount allocated to the Century Plant was n ot limited to zero under this
provision  and why ultimate realization of proceeds are not viewed as contingent upon the
delivery of CO2.

3. We understand from your response to prior comment seven that you have not recognized
incremental oil and gas reserves  in conjunction with the construction of the Century
Plant, notwithstanding your accounting for construction contract losses as oil and gas
property development costs under the full cost method.  Tell us how you determined that
construction costs were not development costs under the full cost method while also
concluding that losses on the construction contract were development costs.  Please also
clarify whether you attributed the losses to evaluated properties whose costs are subject
to amortization or un evaluated properties whose costs are not subject to amortization and

SandR idge Energy, Inc.
February  4, 2014
Page 3

 explain how these losses have been factored into your ceiling tests at each balance sheet
date.

4. We have read your response to prior comment eight regarding mobilization fees,
including y our assertion that the difference between recognizing such fees over the
mobilization period rather than upon mobilization would be insignificant.  However, our
concern is that you are recognizing these fees as revenue prior to the commencement of
drilling  and not over the period that you are operating the drilling rigs.  We do not
generally find that mobilization is regarded as a separate deliverable when incurred in
conjunction with a drilling contract.  Please explain to us why you believe all fees and
costs associated with periods of mobilization would not be attributable to the drilling
contract under FASB ASC 605 -35-25-16 and 32, and reflected in the percentage of
completion computations that you perform in accordance with FASB ASC 605 -35-25-60,
70 and  78.

If you do not believe this guidance is applicable to your drilling contracts please explain
the basis for your view and identify the specific authoritative literature that you have
followed instead. Otherwise, explain your approach to selecting inp ut or output measures
in computing the percentage of completion, explain how you review and confirm
progress by alternate means of observation and inspection, and describe your application
of the segmenting guidance in FASB ASC 605 -35-25-10 through 13  if you believe that
you have more than one profit center with your drilling contracts .  We reissue prior
comment eight.

5. We have read your response to prior comment nine and understand that you believe you
have complied with Rule 4 -10(c)(6)(iv)(B) of Regulati on S-X.  However, Rule 4 -
10(c)(6)(iv)(C) of Regulation S -X precludes application of the guidance you cite when
services are provided on behalf of investors in oil and gas producing activities managed
by you or an affiliate.  As previously set forth, we reg ard an operator of oil and gas
properties to be a manager that is subject to the prohibition imposed by this guidance.
Therefore, we believe you will need to revise your accounting policy to conform.  If you
believe that errors in your accounting are not material and you prefer to limit compliance
to future filings, please submit the analysis that you performed in formulating your view.

Note 14 - Derivatives, page F -37

6. We have read your responses to prior comments 10 and 11  and note that although you
have changed various captions of amounts presented in your filings , you have not
referenced authoritative support for your calculation s or related disclosures in lieu of the
GAAP metrics .  We reissue prior comments 10 and 11.

You may contact Michael  Fay, Staff Accountant, at (202) 551 -3812  or Karl Hiller,
Branch Chief, at (202) 551 -3686 if you have questions regarding comments on the financial
statements and related matters, John Hodgin, Petroleum Engineer, at (202) 551 -3699 if you have
questions reg arding the comments on engineering matters, and Paul V. Monsour, Staff Attorney,

SandR idge Energy, Inc.
February  4, 2014
Page 4

 at (202) 551 -3360 or Anne N. Parker, Branch Chief, at (202) 551 -3611 if you have questions
regarding comments on the other matters.  Please contact me at (202) 551 -3745 with a ny other
questions.

Sincerely,

        H. Roger Schwall
        Assistant Director

CORRESP
1
filename1.htm

CORRESP

 December 13, 2013

Mr. H. Roger Schwall

 Assistant Director

Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549-3628

Re:
SandRidge Energy, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2012

Filed March 1, 2013

Form 10-Q for the Fiscal Quarter ended March 31, 2013

Filed May 8, 2013

Definitive Proxy Statement on Schedule 14A

Filed May 29, 2013

Response Letter August 21, 2013

File No. 001-33784

 Dear Mr. Schwall,

SandRidge Energy, Inc. (the “Company” or “SandRidge”) hereby submits this letter in response to the written
comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), dated November 13, 2013 (the “Comment Letter”), with respect to the Form 10-K for the
fiscal year ended December 31, 2012 filed by SandRidge with the Commission on March 1, 2013 (the “2012 Form 10-K”); the Form 10-Q for the fiscal quarter ended March 31, 2013 filed by SandRidge with the Commission on
May 8, 2013; the Definitive Proxy Statement on Schedule 14A filed by SandRidge with the Commission on May 29, 2013; and the Response Letter filed by the Company with the Commission on August 21, 2013.

Set forth below is the heading and text of each comment set forth in the Comment Letter, followed by our response thereto. As noted in its
responses below, the Company undertakes to include certain disclosure in its Form 10-K for the fiscal year ended December 31, 2013 (the “2013 Form 10-K”) and, to the extent applicable, in other future filings. Capitalized terms used
but not otherwise defined herein have the respective meanings ascribed to them in the 2012 Form 10-K.

 Mr. H. Roger Schwall

U.S. Securities and Exchange Commission

  Page
 2

 Form 10-K for the Fiscal Year ended December 31, 2012

General

 1. We note your response to comment 23 from
our letter to you dated July 30, 2013. While Mr. Ward’s employment with the Company was terminated effective June 28, 2013, the non-competition provisions remain operative into the future. Please tell us what consideration you
have given to discussing these provisions in another part of your filing, such as in the risk factor entitled “Competition in the oil and natural gas industry is intense…”

Response

 The terms of
Mr. Ward’s former employment agreement with the Company expressly provide that the noncompetition provisions of the agreement would not survive any termination of Mr. Ward’s employment without cause. Because Mr. Ward’s
employment was terminated by the Company without cause, effective June 28, 2013, he has not been prohibited from competing with the Company since such time. However, the Company does not view Mr. Ward’s ability to compete with the
Company as a risk to the Company’s business operations any more than any other owner or operator of oil and natural gas assets in the Mississippian formation or anywhere else the Company conducts its business operations, and the Company
believes its existing disclosures adequately address such risks. Therefore, the Company does not believe it is necessary to specifically address Mr. Ward’s ability to compete with the Company in its filings with the SEC.

Item 1: Business, page 1

 Business Segments and
Primary Operations, page 4

 West Texas Overthrust, page 6

2. We have read your response to prior comment one and are unclear as to whether you have recorded your shortfall liability at a rate of $0.25 per Mcf or
have also factored in the incremental payment of $0.70 per Mcf that will be due if you are unable to make up the current shortfall with excess deliveries in subsequent years. Please explain your accounting policy for each component and if you are
not recording the shortfall at the full rate of $0.95 per Mcf, please explain the basis for assuming that future excess deliveries will occur and be sufficient to avoid the additional payment imposed under your contractual arrangement.

Response

 The 30-year treating
agreement is a service arrangement which is assessed each reporting period to determine whether any obligation has been incurred at that time. Upon determination that an obligation has been incurred, such as when the annual minimum CO2 delivery requirement is not met, an analysis of the loss contingency guidance in FASB ASC 450-20 is performed to determine the probability of incurred losses and a reasonable estimate for accrual.
Liabilities for such annual delivery shortfalls have been calculated using a rate of $0.25 per Mcf, the rate used in the treating agreement to calculate the fee if minimum annual delivery threshholds are not met.

 Mr. H. Roger Schwall

U.S. Securities and Exchange Commission

  Page
 3

 As noted within FASB ASC 450-20-25-2 with respect to loss contingencies, accrual of probable
losses is required when such losses are reasonably estimable and relate to the current or a prior period, with disclosure being preferable to accrual if it is not probable that a liability has been incurred at the date of the financial statements
because those losses relate to a future period rather than the current or a prior period. The Company further notes that underdelivered volumes in one annual period may be made up in any subsequent annual period, reducing or eliminating cumulative
shortfalls at such time. Because the $0.70 per Mcf end-of-contract penalty is payable at the end of the contract (in 2042) and is applicable to net cumulative shortfalls only, if any, over the term of the 30-year agreement, the Company is unable to
determine whether payment of the $0.70 per Mcf penalty is probable. Moreover, under the terms of the contract, the $0.70 per Mcf penalty rate is not applicable to annual delivery shortfalls. The Company will record estimated end-of-contract penalty
amounts due resulting from “past transactions or events,” if any, at a rate of $0.70 per Mcf when payment of such amounts becomes probable and reasonably estimable. In the Company’s 2012 Form 10-K, liabilities for which the Company
has determined payment is probable have been disclosed and, additionally, the Company has stated that it is unable to estimate additional amounts it may be required to pay under the agreement (for quantities of CO2 beyond those future deliveries that have been assessed as probable of occurring). Accordingly, the Company submits that this disclosure is compliant with FASB ASC 450-20-50-3 and 4.

Due to (i) the length of time remaining in the term of the treating agreement, (ii) the sensitivity of drilling activity to market
prices for natural gas, and (iii) provisions within the treating agreement allowing annual delivery shortfalls to be recouped in subsequent periods within the term of the agreement, the Company is not able to estimate a meaningful range of loss
and believes that disclosure of a maximum loss would be misleading to investors, as the facts do not support a specific amount as reasonably possible. As noted in the Company’s previous response to the Staff’s Comments, the Company
included revised disclosure in its quarterly reports on Form 10-Q for the fiscal quarters ending June 30, 2013 (the “Second Quarter Form 10-Q”) and September 30, 2013 (the “Third Quarter Form 10-Q” and, collectively
with the Second Quarter Form 10-Q, the “Second and Third Quarter Forms 10-Q”) setting forth total CO2 quantities required to be delivered under the contract, the quantity of CO2 the Company estimates will remain to be delivered after 2013, fee rates for annual shortfalls and end-of-contract shortfalls, and other information that a reader may consider in its own analysis
if the reader desires to project a liability range.

 Reserve Quantities, PV-10 and Standardized Measure, page 10

3. We note from your response to prior comment three that you have determined the separate disclosure of your natural gas liquids (NGLs) reserves for the
years ending 2011 and 2010 is not warranted based on your assessment using guidance contained in FASB ASC paragraph 932-235-50-4(a) and the Glossary under FASB ASC paragraph 932-235-20. Based on the information presented on page F-65, we note NGLs
represent approximately 12.4% of total proved liquids reserves reported therein as “oil” as of December 31, 2011, and that the “oil” quantities that you have disclosed are approximately 14.2% higher than you would have
reported had NGLs been reported separately.

 Furthermore, the table presented with Item 1202(a)(1) of Regulation S-K contemplates
reserve disclosure for product types other than crude oil and natural gas, e.g. “Product A.” NGLs represent a separate product type and therefore, consideration should also be given in assessing their disclosure based on the requirement to
disclose separately material reserves as per Item 1202(a)(4) of Regulation S-K. In your response, you note that NGLs comprised 6% and 9% of total proved reserves at December 31, 2011 and 2010, respectively.

 Mr. H. Roger Schwall

U.S. Securities and Exchange Commission

  Page
 4

 Based on the information contained in your filing and as provided in your response, we believe the
quantities attributable to your natural gas liquids reserves for the periods ending 2011 and 2010 should be reported separately. Please revise the disclosure throughout your filing to provide separate disclosure of your natural gas liquid reserves
for each of the last three years.

 Response

The Company will update its disclosures in future filings, beginning with its 2013 Form 10-K, to provide separate disclosure of natural gas
liquids reserves for each of the years presented, when such reserves are material. For the avoidance of doubt, the Company will show natural gas liquids reserves separately for the years 2011 and 2012 in its 2013 Form 10-K. Included below for the
Staff’s information is the referenced table as updated for presentation in its 2013 Form 10-K.

 Mr. H. Roger Schwall

U.S. Securities and Exchange Commission

  Page
 5

December 31,

    2013

2012

2011

 Estimated Proved Reserves(1)

 Developed

 Oil (MMBbls)

136.6

101.6

 NGL (MMBbls)

33.8

17.1

 Natural gas (Bcf)(2)

896.7

670.4

 Total proved developed (MMBoe)

319.9

230.4

 Undeveloped

 Oil (MMBbls)

125.4

112.9

 NGL (MMBbls)

34.2

13.2

 Natural gas (Bcf)(2)

518.3

684.7

 Total proved undeveloped (MMBoe)

246.0

240.2

 Total Proved

 Oil (MMBbls)

262.0

214.5

 NGL (MMBbls)

68.0

30.3

 Natural gas (Bcf)(2)

1,415.0

1,355.1

 Total proved (MMBoe)(3)

565.9

470.6

 PV-10 (in millions)(4)

$

$
7,488.4

$
6,875.9

 Standardized Measure of Discounted Net Cash Flows
(in millions)(3)(5)

$

$
5,840.4

$
5,216.3

(1)
The Company’s estimated proved reserves and the future net revenues, PV-10 and Standardized Measure were determined using a 12-month average price for oil and natural gas. The prices used in the Company’s
external and internal reserve reports yield weighted average wellhead prices, which are based on index prices and adjusted for transportation and regional price differentials. The index prices and the equivalent weighted average wellhead prices are
shown in the table below.

Index prices

Weighted average
wellhead prices

Oil
(per Bbl)

Natural gas
(per Mcf)

Oil
(per Bbl)(a)

NGL
(per Bbl)

Natural gas
(per Mcf)

 December 31, 2013

$

$

$

$

$

 December 31, 2012

$
91.21

$
2.76

$
91.65

$
32.64

$
2.29

 December 31, 2011

$
92.71

$
4.12

$
91.35

$
46.33

$
4.06

(a)
At December 31, 2012, the weighted average wellhead oil price is higher than the index price as a result of favorable location differentials for production in the Gulf of Mexico.

(2)
The Company’s production from the WTO contains natural gas that is high in CO2 content. These amounts are net of CO2 volumes that exceed pipeline quality specifications.

(3)
At December 31, 2013, 2012 and 2011, estimated total proved reserves attributable to noncontrolling interests were approximately XX.X, 38.2 and 26.4 MMBoe, respectively, and Standardized Measure attributable to
noncontrolling interests were approximately $XXX.X million, $952.7 million and $932.8 million, respectively. See “Note XX—Supplemental Information on Oil and Natural Gas Producing Activities” in Item 8 of this report for
additional information regarding reserve and Standardized Measure amounts attributable to noncontrolling interests.

 Mr. H. Roger Schwall

U.S. Securities and Exchange Commission

  Page
 6

(4)
PV-10 is a non-GAAP financial measure and represents the present value of estimated future cash inflows from proved oil and natural gas reserves, less future development and production costs, discounted at 10% per
annum to reflect timing of future cash flows and using 12-month average prices for the years ended December 31, 2013, 2012 and 2011. PV-10 differs from Standardized Measure because it does not include the effects of income taxes on future net
revenues. Neither PV-10 nor Standardized Measure represents an estimate of fair market value of the Company’s oil and natural gas properties. PV-10 is used by the industry and by the Company’s management as an arbitrary reserve asset value
measure to compare against past reserve bases and the reserve bases of other business entities that is not dependent on the taxpaying status of the entity. The following table provides a reconciliation of the Company’s Standardized Measure to
PV-10:

December 31,

    2013

2012

2011

(In millions)

 Standardized Measure of Discounted Net Cash Flows

$

$
5,840.4

$
5,216.3

 Present value of future income tax discounted at 10%

1,648.0

1,659.6

 PV-10

$

$
7,488.4

$
6,875.9

(5)
Standardized Measure represents the present value of estimated future cash inflows from proved oil and natural gas reserves, less future development and production costs, and income tax expenses, discounted at
10% per annum to reflect timing of future cash flows and using the same pricing assumptions used to calculate PV-10. Standardized Measure differs from PV-10 as Standardized Measure includes the effect of future income taxes.

Production and Price History, page 14

 4. We note
from your response to prior comment five that you have determined the separate disclosure of information relating to your natural gas liquids (NGLs) as final products sold under Items 1204(a) and 1204(b)(1) of Regulation S-K is not warranted. Your
determination is based on an application of the 10% “significance” criteria from FASB ASC 932-235-20. However, as there is no quantitative threshold referenced under Items 1204(a) and 1204(b)(1) of Regulation S-K for the disclosure by
final product sold, we are not in a position to agree with your assessment. Under your circumstances, the lack of separate disclosure of the produced volume is inconsistent with your separate disclosure of NGL reserves for the same period.
Therefore, please revise your disclosure to include the volumes produced and the average sales price received for your natural gas liquids as separate product types within your current tables.

Response

 The Company will update
its disclosures in future filings, beginning with its 2013 Form 10-K, to include the volumes produced and the average sales price received for natural gas liquids as separate product types within the referenced tables, for any periods for which
natural gas liquids reserves have been shown separately. Included below for the Staff’s information is the referenced table updated for presentation in its 2013 Form 10-K.

 Mr. H. Roger Schwall

U.S. Securities and Exchange Commission

  Page
 7

Year Ended December 31,

    2013

2012

2011

 Production Data

 Oil (MBbls)

15,868

9,992

 NGL (MBbls)

2,094

1,838

 Natural gas (MMcf)

93,549

69,306

 Total volumes (MBoe)

33,553

23,381

 Average daily total volumes (MBoe/d)

91.7

64.1

 Average Prices(1)

 Oil (per Bbl)

$

$
91.79

$
90.31

 NGL (per Bbl)

$

$
33.10

$
44.58

 Natural gas (per Mcf)

$

$
2.49

$
3.50

 Total (per Boe)

$

$
52.43

$
52.47

(

November 13 , 2013

Via E -mail
Eddie M. LeBlanc III
Executive Vice President and Chief Financial Officer
SandR idge Energy, Inc.
123 Robert S. Kerr Avenue
Oklahoma City, Oklahoma  73102

Re:   SandR idge Energy, Inc.
Form 10 -K for the Fis cal Year E nded December 31, 2012
Filed March 1 , 2013
Form 10 -Q for the Fiscal Quarter ended March 31, 2013
Filed May 8, 2013
Definitive Proxy Statement on Schedule 14A
Filed May 29, 2013
Response letter dated August 21, 2013
File No. 001-33784

Dear Mr. LeBlanc:

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

Please respond to this letter within ten business days by amending your filing s, by
providing the re quested information, or by advising us when you will provide the requested
response.   If you do not believe our comment s apply  to your facts and cir cumstances or do not
believe amendment s are appropriate, please tell us why in your response.

After reviewing any amendment s to your filing s and the information you provide in
response to these  comment s, we may have  additional comments.

Form  10-K for Fiscal  Year  Ended  December  31, 2012

General

1. We note your response to comment 23 from our letter to you dated July 30, 2013. While
Mr. Ward’s employment with the Company was terminated effective June 28, 2013, the
non-competition provisions remain operative into the future.  Please tell us what
consideration you have given to discussing these p rovisions in another part of your filing,
such as in the risk factor entitled “ Competition in the oil and natural gas industry is
intense …”

SandR idge Energy, Inc.
November 13 , 2013
Page 2

 Item 1: Business, page 1

Business Segments and Primary Operations, page 4

West Texas Overthrust, page 6

2. We have read your response to prior comment one and are un clear as to whether you
have  record ed your shortfall liability at a rate of $0.25 per Mcf or have also factored in
the incremental payment of $0.70 per Mcf  that will be due if you are unable to make up
the current shortfall with excess deliveries in subsequent years.  Please explain your
accounting policy for each component and if you are not recording the shortfall at the full
rate of $0.95  per Mcf , please explain the basis for assuming that future excess deliveries
will occur and be sufficient to avoid the additional payment imposed under your
contractual arrangement .

Reserve Quantities, PV -10 and Standardized Measure, page 10

3. We note from your respon se to prior comment three that you have determined the
separate disclosure of your natural gas liquids (NGLs) reserves for the years ending 2011
and 2010 is not warranted based on your assessment using guidance contained in FASB
ASC paragraph 932 -235-50-4(a) and the Glossary under FASB ASC paragraph 932 -235-
20.  Based on the information presented on page F -65, we note NGLs represent
approximately 12.4% of total proved liquids reserves reported therein as “oil” as of
December 31, 2011, and that the “oil” qua ntities that you have disclosed are
approximately 14.2% higher than you would have reported had NGLs been reported
separately.

Furthermore, the table presented with Item 1202(a)(1) of Regulation S -K contemplates
reserve disclosure for product types othe r than crude oil and natural gas, e.g. “Product
A.”  NGLs represent a separate product type and therefore, consideration should also be
given in assessing their disclosure based on the requirement to disclose separately
material reserves as per Item 1202(a )(4) of Regulation S -K.  In your response, you note
that NGLs comprised 6% and 9% of total proved reserves at December 31, 2011 and
2010, respectively.

Based on the information contained in your filing and as provided in your response, we
believe the quan tities attributable to your natural gas liquids reserves for the periods
ending 2011 and 2010 should be reported separately.  Please revise the disclosure
throughout your filing to provide separate disclosure of your natural gas liquid reserves
for each of  the last three years.

Production and Price History, page 14

4. We note from  your response to prior comment five  that you have determined the separate
disclosure of information relating to your natural gas liquids (NGLs) as final products

SandR idge Energy, Inc.
November 13 , 2013
Page 3

 sold under Items 1204(a) and 1204(b)(1) of Regulation S -K is not warranted.  Your
determination is based on an application of the 10% “significance” criteria from FASB
ASC 932 -235-20.  However, as there is no quantitative threshold referenced under Items
1204(a) and 1204(b)(1) of Regulation S -K for the disclosure by final product sold, we are
not in a position to agree with your assessment.  Under your circumstances, the lack of
separate disclosure of the produced volume is inconsistent with your separate d isclosure
of NGL reserves for the same period.  Therefore, please revise your disclosure to include
the volumes produced and the average sales price received for you r natural gas liquids as
separate product types within your current tables.

Risk Factors , page 32

“The Company’s  development  and exploration  operations  require  substantial  capital …,” page 37

5. We note your response to prior comment eight  and we reissue that comment in part.  We
note that your capital  expe nditures for 2012 related to your exploration  and production
segment  were  $2.0 billion , while your cash flows from operations were $783 million.
Please  provide  context  for this risk factor  by quantifying  the amount  of cash flows from
operations  available in the recent  past to fund your capital expenditures.

Management's  Discussion  and Analysis,  page  61

Liquidity  and Capital  Resources,  page  73

6. We note your response to prior comment 11 and we reissue that comment.
Notwithstanding your presentation at Note 3 of drilling carry amounts received, utilized,
and remaining, we believe that you should provide here a more robust discussion of your
dependence on such arrangements.  Our MD&A  requirements  call for companies  to
provide  investors  and other  users  with material  information  that is necessary  to an
understanding  of the company's  financial  condition  and operating  performance,  as well as
its prospects  for the future.   In determining  required  or appropriate  disclosure,  you should
evaluate  separately  your ability  to meet  upcoming  cash requirements  over both the short
and long term.   Absent  further  analysis,  merely  reciting  the sources  that you “depend  on”
for cash flows  is not sufficient.   Nor is stating  that you have  adequate  resources  to meet
your short -term cash requirements,  unless  no additional  more  detailed  or nuanced
information  is material.

Given your history of not generating sufficient cash flows from operations t o fund your
exploration  and production  capital  expe nditures, we believe you should further discuss
and analyze your various sources of financing.  For further  guidance  on the overall
approach  to MD&A,  including  the presentation,  content,  and focus  of the disclosure,
please  refer  to Sections  III and IV of the SEC Interpretive  Release  No. 33-8350  and
Sections  501.12 and 501.13  of the Financial  Reporting  Codification .

SandR idge Energy, Inc.
November 13 , 2013
Page 4

 With respect to your response that you expect drilling carries in 2013 to be consistent
with amounts received in respect of 2012, please tell us whether you are aware of or
expect these amounts to be consistent beyond 2013.

Financial Statements

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

Revenue Recognition and Natural Ga s Balancing, page F -13

7. We have read your response to prior comment 13 and have the following additional
questions regarding your accounting for the contracts with Occidental Petroleum
Corporation  to build the Century Plant and to deliver CO2 :

a. Given that you disclosed that you were following the completed contract method
of accounting, and entered into both contracts in conjunction with one another,
explain how you considered the CO2 delivery obligation to be outside of the
contract accounting model and no t subject to the project segmenting criteria in
FASB ASC 605 -35-25-11, 12 and 13.

b. Tell us how you determined that the 30 -year treating agreement was both
“separate” and “at market,” as indicated in your response.  Please analyze and
discuss how “the price  you pay” under the agreement to treat your natural gas,
and the annual and end -of-agreement shortfall payments over the 30 year duration
of the agreement have been taken into account.

c. Please explain how you would view these contracts as pertaining to separate
earnings process es and discrete earnings events  in defining your units of account,
with reference as applicable to the guidance in FASB ASC 605-25, regarding
multiple element arrangements , also considering the guidance in SAB Topic
13:A.3.f., IRQ1,  as the economics of plant construction from the standpoint of the
counterparty would seem to depend on your CO2 delivery obligation .

d. You state that construction of the plant was necessary to develop your natural gas
reserves in the Piñon Field , and for t his reason you accounted for loss on the
construction contract as a development cost under the full cost methodology
rather than as prescribed in FASB ASC 605 -35-25-46.  Tell us the quantities of
reserves in this field that were reclassified fr om proved un developed to proved
developed in conjunction with completing construction of the plant in the fourth
quarter of 2012, and explain how the related CO2 content compares to the
amounts you are required to deliver.

e. Please explain the reasons for any discrepan cy between the incremental developed
reserves obtained upon completing construction and the quantities necessary to

SandR idge Energy, Inc.
November 13 , 2013
Page 5

 satisfy your delivery obligations so that we may better understand your view of
the losses as development costs.

f. Submit a schedule showin g a rollforward of your contract costs, billings,
collections, and contract losses booked to the full cost pool each period since the
commencement of the construction contract.  Tell us the manner by which the
losses were calculated and the extent to which  the amounts reflected a change in
your estimates of future costs.

g. Tell us the extent to which the shortfall obligation you have recognized is
attributable to insufficient CO2 content in deliveries that were made and expected
to satisfy your delivery obligation for the period, or curtailed or limited
production from the Piñon Field .

h. Please explain how the circumstances leading to the CO2 delivery shortfall have
been considered in forming an expectation about meeting your delivery
obligations in future periods.

8. We have read your response to prior comment 14 and note tha t you  describe an
accounting policy for mobilization fees that does not appear to be the same as the policy
disclosed in your financial statements .  Further, it is not clear how your practice of
recognizing such fees as revenues upon completing mobilizatio n complies with either  the
guidance on segmenting contracts in FASB ASC 605 -35-25-12 and 13, or SAB Topic 13
(A)(3)(f) , IRQ 1 .  Please explain to us the reason for the apparent disparity between your
explanation in the response letter and your policy discl osure on page F -13.  Please also
provide reference to the authoritative literature that you have followed in formulating
your accounting policy for mobilization fees.

9. We have read your response to prior comment 15 , regarding income recognized for
services  performed on behalf of  third -parties  having interests in wells that you operate.
We understand that you have not considered the prohibition on income recognition in
Rule 4 -10(c)(6)(iv)(C) of Regulation S -X to be applicable because you are not the
sponsor of the properties n or an owner also manag ing other investment s of the investors,
and you consider your role to be that of an operator, which you view differently than a
manager of oil and gas producing activities.  However, the guidance referenced above
does not accommodate the interpretation you have described.  W e regard an operator of
oil and gas properties to be a manager that is subject to the prohibition imposed by this
guidance.

Under the full cost method, fees received for contractual ser vices performed in
connection with properties in which you or an affiliate hold an ownership or other
economic interest and for which either you or an affiliate serve as the operator , should be
recorded as an adjustment to the full cost pool rather than as  income .  Please submit the
revisions that you propose to conform with the aforementioned guidance, including the
changes to your accounting, narratives in MD&A, and the related policy disclosures.  If

SandR idge Energy, Inc.
November 13 , 2013
Page 6

 you believe the revisions would not be material please  submit your analysis for each
quarterly and annual period.

Note 14 - Derivatives, page F -37

10. We have read your response s to prior comment 17  including your observation that the
terms realized  and unrealized gain  and loss are used in ASC 815.  Please i dentify the
specific provisions of ASC 815  that support the separate disclosure of realized and
unrealized gains / losses on derivative contracts not designated as cash flow hedges.  As
part of your response, explain to us why the measure of unrealized gai ns / losses that you
have presented is an amount calculated in accordance with U.S. GAAP.  In addition,
please tell us whether unrealized gains / losses on derivative contracts not designated as
cash flow hedges represents both unrealized gains / losses on  instruments held at period
end and the reversal of previously recognized gains / losses on instruments settled during
the period.

11. Separately, in view of our question regarding the support under U.S. GAAP for your
separate presentation of realized and unr ealized gains and losses, please explain your
basis for concluding the following presentations are appropriate:

 Separate disclosure of unrealized gains and losses on the face of your consolidated
statements of operations;

 The line items for “Unrealized h edge loss (gain)” and  “Realized (gain) loss on
derivative contracts” in your consolidated statements of cash flows;

 Disaggregated presentation of realized and unrealized gains / losses in the notes to
your consolidated financial statements;

 Separate presentation and discussion of realized and unrealized gains /losses  in both
tables and text provided in your MD&A; and

 Separate presentation and discussion of realized and unrealized gains /losses under
your Quantitative and Qualitative Disclos ures About Market Risk.

As part of your response to these points, explain to us why you believe presentations
based solely on total net GAAP gain or loss and/or total net proceeds, as may be relevant
to the circumstances of a particular presentation, would not be preferable.

Note 16 - Commitments and Contingencies, page F -41

12. We have read your response to prior comments 11 and 12 regarding  payments that may
be required under your development agreements with Royalty Trusts and your CO2
delivery obligat ions under your Treating Agreement Commitment.  Please expand your

SandR idge Energy, Inc.
November 13 , 2013
Page 7

 disclosure under this heading to quantify payments that are reasonably possible under
these arrangements.  Given the uncertainty and potential significance of your minimum
CO2 delivery obli gations, this disclosure should include the maximum cumulative
payments that may be required over the term of the agreement , on the basis of being
unable to deliver quantities of CO2  beyond those future deliveries that you assess as
probable of occurring, for which the incurrence of payments un

CORRESP
1
filename1.htm

CORRESP

 August 21, 2013

 Mr. H. Roger Schwall

 Assistant Director

Division of Corporation Finance

 U.S. Securities
and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549-3628

Re:
SandRidge Energy, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2012

 Filed March 1, 2013

 Form 10-Q for the Fiscal Quarter ended
March 31, 2013

 Filed May 8, 2013

 Definitive Proxy Statement on Schedule 14A

 Filed May 29, 2013

 File No. 001-33784

 Dear Mr. Schwall,

 SandRidge Energy, Inc. (the “Company” or
“SandRidge”) hereby submits this letter in response to the written comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), dated July 30, 2013
(the “Comment Letter”), with respect to the Form 10-K for the fiscal year ended December 31, 2012 filed by SandRidge with the Commission on March 1, 2013 (the “2012 Form 10-K”); the Form 10-Q for the
fiscal quarter ended March 31, 2013 filed by SandRidge with the Commission on May 8, 2013; the Definitive Proxy Statement on Schedule 14A filed by SandRidge with the Commission on May 29, 2013; and certain information on the
Company’s website.

 Set forth below is the heading and text of each comment set forth in the Comment Letter, followed by
our response thereto. In addition, on August 8, 2013, the Company filed with the Commission its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2013 (the “Second Quarter Form 10-Q”). The proposed
disclosure set forth below in response to certain of the comments was included in the Second Quarter Form 10-Q. The Company undertakes to include similar disclosure in its future annual reports on Form 10-K and quarterly reports on Form 10-Q and, to
the extent applicable, in other future filings. Capitalized terms used but not otherwise defined herein have the respective meanings ascribed to them in the 2012 Form 10-K, or, in the case of disclosures included in the Second Quarter Form 10-Q, the
respective meanings ascribed to them therein.

 Form 10-K for the Fiscal Year ended December 31, 2012

 Mr. H. Roger Schwall

 U.S. Securities and Exchange Commission

  Page
 2

 Business, page 1

 Business Segments and Primary Operations, page 4

 West Texas Overthrust, page 6

 1. Please revise your disclosure to discuss and quantify (i) the annual amount of natural gas that you would be required to
deliver to meet the carbon dioxide delivery requirement, (ii) the annual carbon dioxide delivery requirement, and (iii) the liquidated damages per 1,000 standard cubic feet of carbon dioxide not delivered. Alternatively, provide the
information necessary to understand the potential impact to earnings and liquidity if it is reasonably possible that you will be unable to meet your long-term contractual obligations under the treating agreement. Please also disclose the
relationship between the natural gas input and carbon dioxide output, and the methodology that liquidation damages are calculated to comply with Item 1207 of Regulation S-K.

 Response

 We acknowledge the Staff’s comment. Set forth below
is proposed disclosure which we believe responds to the Staff’s comment. We undertake to include this disclosure (updated appropriately) in future annual reports on Form 10-K and quarterly reports on Form 10-Q. We also note for the Staff that
this disclosure was included in Note 11 on page 33 of the Second Quarter Form 10-Q.

 In conjunction
with the Century Plant construction agreement, the Company entered into a 30-year treating agreement with Occidental for the removal of CO2 from the Company’s delivered production volumes. Under the agreement, the Company must deliver a total of
approximately 3,200 Bcf of CO2 during the agreement period;
it is expected that after 2013 approximately 3,000 Bcf of CO2
will remain to be delivered. The company pays Occidental $0.25 per Mcf to the extent minimum annual CO2 volume requirements are not met, and, at the end of 2042, the Company is required to pay Occidental $0.70 per Mcf for total undelivered CO2 volumes, net of any CO2 delivered in excess of any given year’s applicable minimum volumes. Based on current projected natural gas production
levels the Company expects to accrue between approximately $29.5 million and $36.0 million at December 31, 2013 for amounts related to the Company’s anticipated shortfall in meeting its 2013 annual delivery obligations. Due to the
sensitivity of drilling activity to market prices for natural gas, the Company is unable to estimate additional amounts it may be required to pay under the agreement in subsequent periods; however, if natural gas prices remain low, drilling activity
will likely also remain low, which would result in additional shortfall payments in future periods.

 With respect to the last sentence of the Staff’s comment, the Company notes that there is no constant relationship between the quantity of natural gas delivered at the Century Plant for treatment and
the amount of carbon dioxide delivered to Occidental with respect to such natural gas. Rather, the natural gas stream’s carbon dioxide content varies from well to well. We note for the Staff’s information, that since 2007, the high
CO2 content natural gas produced by the Company in the
Piñon Field has contained, on average 65.7% carbon dioxide, ranging from a low of 63.1% to a high of 68.7%.

 Mr. H. Roger Schwall

 U.S. Securities and Exchange Commission

  Page
 3

 Although the Company is providing additional disclosure regarding the Occidental
treating agreement in response to the Staff’s comment, as indicated above, the Company notes that Item 1207 of Regulation S-K directs a registrant to disclose fixed and determinable quantities of oil or gas that it is
committed to deliver under existing contracts or agreements. Under the Company’s treating agreement with Occidental, the Company’s delivery obligation is for the delivery of specified volumes of carbon dioxide and not for the delivery of
specified volumes of natural gas. Therefore, Item 1207 by its terms does not apply to the annual payments made by the Company to Occidental pertaining to underdelivery of carbon dioxide.

 Reserve Quantities, PV-10 and Standardized Measure, page 10

 2. You state “the
Company estimates that approximately 80% of its current proved undeveloped reserves will be developed by the end of 2014 and all of its current proved undeveloped reserves will be developed by the end of 2016.” For purposes of determining the
five year period, Item 1203(d) of Regulation S-K identifies the initial disclosure and date thereof as the starting reference date. Please tell us if any of your proved undeveloped volumes disclosed as of December 31, 2012 will take more
than five years since initial disclosure to develop.

 Response

We note the Staff’s comment and confirm that none of the Company’s proved undeveloped oil and natural gas reserves disclosed
as of December 31, 2012 are expected to take more than five years since initial disclosure to develop.

 3. The footnote to the
reserves disclosure on pages 10 and F-65 states that prior to 2012, NGLs did not comprise a significant portion of total proved reserves and were included with oil reserves. Please tell us the net quantities of NGLs for 2011 and 2010 and explain how
you have determined disclosure of these quantities was not warranted per the requirements set forth in FASB ASC 932-235-50-4.

Response

 The
Company’s proved NGL reserves were 6% and 9% of total proved reserves at December 31, 2011 and 2010, respectively. FASB ASC 932-235-50-4 provides that “reserve quantity information shall be disclosed separately for natural gas
liquids” if significant. The definition of significant oil and gas producing activities found in FASB ASC 932-235-20 states that an entity is regarded as having significant oil and gas producing activities if (a) revenues from,
(b) results of operations for or (c) identifiable assets of oil and gas producing activities are 10% or more of the entity’s total respective revenue, results of operations or identifiable assets. By applying the same 10% criteria to
determine the significance of NGL reserves to the Company’s total reserves, the Company determined NGL reserves at December 31, 2011 and 2010 were not significant on the basis of their percentage of total reserves and were therefore not
required to be separately disclosed for these periods.

 Mr. H. Roger Schwall

 U.S. Securities and Exchange Commission

  Page
 4

 Proved Undeveloped Reserves, page 12

 4. Item 1203(b) of Regulation S-K requests that registrants “[d]isclose material changes in proved undeveloped reserves that occurred during the year, including proved undeveloped reserves
converted into proved developed reserves.” It appears you have disclosed only the PUD volumes that you converted to proved developed status. Please expand your disclosure to provide a reconciliation of the material changes in the net quantities
of your proved undeveloped reserves due to revisions, extensions/discoveries, acquisition/divestiture and improved recovery.

Response

 We
acknowledge the Staff’s comment and note that the balance of the Company’s proved undeveloped reserves did not change materially from December 31, 2011 to December 31, 2012 (they increased from approximately 240 MMBoe at
December 31, 2011 to approximately 246 MMBoe at December 31, 2012, a change of only 2.5%). However, the Company included disclosure of proved undeveloped reserves converted to proved developed status during the year, in response to
Item 1203(b) of Regulation S-K, which specifically calls for such disclosure. Given the overall absence of a material change in the balance of proved undeveloped reserves year over year, we submit that Item 1203(b) does not require
more detailed disclosure, nor does it call for a reconciliation of changes in the net quantities of proved undeveloped reserves due to the specific factors noted in the Staff’s comment. In future annual reports on Form 10-K, we will
undertake to include disclosure of changes to proved undeveloped reserves due to revisions, extensions/discoveries, acquisition/divestiture and improved recovery, to the extent such factors cause material changes in the Company’s proved
undeveloped reserves.

 Production and Price History, page 14

 5. Your disclosure of the production and average sales price on page 14 and elsewhere in this Form 10-K excludes separate disclosure of information relating to natural gas liquids. As Items 1204(a)
and 1204(b)(1) of Regulation S-K require separate disclosure by final product sold or produced, please advise or revise your disclosure to provide separate disclosure relating to natural gas liquids.

Response

 The
Company’s NGL production was 6%, 8% and 8% of total production for the years ended December 31, 2012, 2011 and 2010, respectively. The Company applied the 10% “significance” criteria from FASB ASC 932-235-20 described above (see
response to Comment 3) to determine the significance of NGL production to the Company’s total production, and concluded that NGL production for the years ended December 31, 2012, 2011 and 2010 was not significant based on the percentages
it constituted of total production and was therefore not separately disclosed.

 Developed and Undeveloped Acreage, page 15

 Mr. H. Roger Schwall

 U.S. Securities and Exchange Commission

  Page
 5

 6. We note from the disclosure on page 15 that a significant percentage of the Company’s net
undeveloped acreage will expire in 2013 and 2014. Please tell us the net amounts by product of your December 31, 2012 proved undeveloped oil and gas reserves assigned to locations on acreage scheduled to expire in 2013 and in 2014. Also tell us
if all such proved undeveloped locations are included in a development plan adopted by management as of December 31, 2012 indicating that these locations are scheduled to be drilled prior to lease expiration.

Response

Approximately 97% of the Company’s net undeveloped acreage scheduled to expire in 2013 and 2014 are leases in the states of Texas,
Oklahoma and Kansas. Approximately 99% of the expiring Texas leases are in the West Texas Overthrust. The Company had no proved undeveloped oil and natural gas reserves assigned to these locations at December 31, 2012 due to depressed natural
gas index prices. The proved undeveloped oil and gas reserves assigned to Oklahoma and Kansas acreage scheduled to expire in 2013 and 2014 constituted approximately 1.3% of the Company’s total net proved oil and gas reserves at
December 31, 2012. All locations associated with these reserves are scheduled to be drilled prior to lease expiration.

 Risk Factors

 “Unless the Company replaces its oil and natural gas reserves…,” page 35

7. Please expand this risk factor to discuss the impact of the February 2013 sale of the Permian Basin properties.

Response

 We
acknowledge the Staff’s comment. Set forth below is disclosure included on page 75 of the Second Quarter Form 10-Q under the heading “Item 1B. Risk Factors.” (revisions to disclosures in the 2012 Form 10-K underlined), which we
believe responds to the Staff’s comment. We undertake to include this disclosure, as appropriate, in future annual reports on Form 10-K.

Unless the Company replaces its oil and natural gas reserves, its reserves and production will decline, which would adversely affect the
Company’s business, financial condition and results of operations.

 In February 2013, the Company closed
the sale of the Permian Properties, which accounted for 21% of the Company’s total production in the fourth quarter of 2012 and 35% of the Company’s reserves at December 31, 2012. The Company’s future oil and natural gas
reserves and production, and therefore its cash flow and income, are highly dependent on its success in efficiently developing and exploiting its current reserves and economically finding or acquiring additional recoverable reserves. The Company may
not be able to develop, find or acquire additional reserves to replace its current and future production at acceptable costs, which could adversely affect its business, financial condition and results of operations.

 Mr. H. Roger Schwall

 U.S. Securities and Exchange Commission

  Page
 6

 “The Company’s development and exploration operations require substantial
capital…,” page 37

 8. Please provide context for this risk factor by quantifying the amount of your capital expenditures
in the recent past financed from asset sales and sales of equity and debt, as compared to those capital expenditures financed from cash generated from operations. Similarly, quantify the amount of capital expenditure that the Company
“expects” to finance from asset sales and other financing arrangements and sales of equity and debt, as compared to those capital expenditures expected to be financed from cash generated from operations.

Response

 We note
to the Staff that, just as the Company has multiple sources of cash, it also has various funding needs in addition to its capital expenditures, such as general and administrative costs, lease operating expenses, interest expense and taxes. Further,
the Company considers its various cash inflows to be fungible and does not allocate specific cash inflows or potential specific sources of cash to specific expenses. Therefore, the Company is unable to quantify the amount of recent past, or expected
future, capital expenditures that have been financed through asset sales or capital markets transactions, as compared to cash generated from operations or other sources of cash. We also note that the discussion of cash flows in the MD&A section
of the 2012 Form 10-K provides detail on the various sources of the Company’s cash.

 Management’s Discussion and Analysis, page
61

 Results by Segment, page 62

 9. We see that you have disclosed on page 64 average prices related to your oil and natural gas production reflecting

CORRESP
1
filename1.htm

CORRESP

 August 9, 2013

 Mr. H. Roger Schwall

 Assistant Director

Division of Corporate Finance

 U.S. Securities
and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549-3628

Re:
SandRidge Energy, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2012

 Filed March 1, 2013

 Form 10-Q for the Fiscal Quarter ended
March 31, 2013

 Filed May 8, 2013

 Definitive Proxy Statement on Schedule 14A

 Filed May 29, 2013

 File No. 001-33784

 Dear Mr. Schwall,

 In response to your letter dated July 30,
2013 (the “Comment Letter”), providing comments to the Form 10-K for the fiscal year ended December 31, 2012 filed by SandRidge Energy, Inc. (the “Company” or “SandRidge”) with the Commission
on March 1, 2013; the Form 10-Q for the fiscal quarter ended March 31, 2013 filed by SandRidge with the Commission on May 8, 2013; the Definitive Proxy Statement on Schedule 14A filed by SandRidge with the Commission on May 29,
2013 and certain information available on SandRidge’s website, the Company hereby submits this letter to request additional time, until August 21, 2013, to respond to the Comment Letter.

If you have any questions or require any additional information, please contact me at 405-429-5706.

Very truly yours,

SandRidge Energy, Inc.

By:

/s/ Justin P. Byrne

Name:

Justin P. Byrne

Title:

Associate General Counsel

July 30 , 2013

Via E -mail
Eddie M. LeBlanc III
Executive Vice President and Chief Financial Officer
SandR idge Energy, Inc.
123 Robert S. Kerr Avenue
Oklahoma City, Oklahoma  73102

Re:   SandR idge Energy, Inc.
Form 10 -K for the Fis cal Year E nded December 31, 2012
Filed March 1 , 2013
Form 10 -Q for the Fiscal Quarter ended March 31, 2013
Filed May 8, 2013
Definitive Proxy Statement on Schedule 14A
Filed May 29, 2013
File No. 001-33784

Dear Mr. LeBlanc:

We have reviewed your filing s and have the following comment s.  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 within ten business days by amending your filing s, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comment s apply  to your facts and cir cumstances or do not
believe amendment s are appropriate, please  tell us why in your response.

After reviewing any amendment s to your filing s and the information you provide in
response to these  comment s, we may have  additional comments.

Form 10 -K for the Fiscal Year ended December 31, 2012

Business, page 1

Business Segments and Primary Operations, page 4

West Texas Overthrust, page 6

1. Please revise your disclosure to discuss and quantify (i) the annual amount of natural gas
that you would be required to deliver to meet the carbon dioxide delivery requiremen t,
(ii) the annual carbon dioxide delivery requirement, and (iii) the liquidated damages per

Eddie M. LeBlanc III
SandR idge Energy, Inc.
July 30 , 2013
Page 2

 1,000 standard cubic feet of carbon dioxide not delivered .  Alternatively, provide the
information necessary to understand the potential impact to earnings and liq uidity if it is
reasonably possible that you will be unable to meet your long -term contractual
obligations under the treating agreement.  Please also disclose the relationship between
the natural gas input and carbon dioxide output, and the methodology tha t liquidation
damages are calculated to comply with Item 1207 of Regulation S -K.

Reserve Quantities, PV -10 and Standardized Measure, page 10

2. You state “the Company estimates that approximately 80% of its current proved
undeveloped reserves will be deve loped by the end of 2014 and all of its current proved
undeveloped reserves will be developed by the end of 2016.”  For purposes of
determining the five year period, Item 1203(d) of Regulation S -K identifies the initial
disclosure and date thereof as the s tarting reference date.  Please tell us if any of your
proved undeveloped volumes disclosed as of December 31, 2012 will take more than five
years since initial disclosure to develop.

3. The footnote to the reserves disclosure on pages 10 and F -65 states tha t prior to 2012,
NGLs  did not comprise a significant portion of total proved reserves and were included
with oil reserves.  Please tell us the net quantities of NGLs for 2011 and 2010 and explain
how you have determined disclosure of these quantities was n ot warranted per the
requirements set forth in FASB ASC 932-235-50-4.

Proved Undeveloped Reserves, page 12

4. Item 1203(b) of Regulation S -K requests that registrants “[d]isclose  material changes in
proved undeveloped reserves that occurred during the year, including proved
undeveloped reserves converted into proved developed reserves.”  It appears you have
disclosed only the PUD volumes that you converted to proved developed stat us.  Please
expand your disclosure to provide a reconciliation of the material changes in the net
quantities of your proved undeveloped reserves due to revisions, extensions/discoveries,
acquisition/divestiture and improved recovery.

Production and Price History, page 14

5. Your disclosure of the production and average sales price on page 14 and elsewhere in
this Form 10 -K excludes separate disclosure of information relating to natural gas liquids.
As Items 1204(a) and 1204(b)(1) of Regulation S -K require s eparate disclosure by final
product sold or produced, please advise or revise your disclosure to provide separate
disclosure relating to natural gas liquids.

Eddie M. LeBlanc III
SandR idge Energy, Inc.
July 30 , 2013
Page 3

 Developed and Undeveloped Acreage, page 15

6. We note from the disclosure on page 15 that a significant percentage of the Company’s
net undeveloped acreage will expire in 2013 and 2014.  Please tell us the net amounts by
product of your December 31, 2012 proved undeveloped oil and gas reserves assigne d to
locations on acreage scheduled to expire in 2013 and in 2014.  Also tell us if all such
proved undeveloped locations are included in a development plan adopted by
management as of December 31, 2012 indicating that these locations are scheduled to be
drilled prior to lease expiration.

Risk Factors

“Unless the Company replaces its oil and natural gas reserves…,” page 35

7. Please expand this risk factor to discuss the impact of the February 2013 sale of the
Permian Basin properties.

“The Company’s devel opment and exploration operations require substantial capital …,” page 37

8. Please provide context for this risk factor by quantifying the amount of your capital
expenditures in the recent past  financed  from asset sales and sales of equity and debt, as
compa red to those capital expenditures financed from cash generated from operations.
Similarly, quantify the amount of capital expenditure that the Company “expects” to
finance from asset sales and other financing arrangements and sales of equity and debt, as
compared to those capital expenditures expected to be finance d from cash generated from
operations .

Management's Discussion and Analysis, page 61

Results by Segment , page 62

9. We see that you have disclosed on page 64 average prices related to your oil and natural
gas production reflecting the impact of derivative contract settlements.  Tell us the extent
to which the derivatives utilized in computing these measures included ins truments that
entailed some cost (e.g. premiums) to acquire, or instruments that reflected terms or
provisions that were effected by amendment for cost prior to or in conjunction with
settlement; please quantify the effects of any such cost recovery on the  average prices
that you have disclosed.

Liquidity and Capital Resources, page 73

10. We note that you depend on funding commitments from third parties for drilling carries
to fund your capital expenditures.  Please quantify the amount you receive from these

Eddie M. LeBlanc III
SandR idge Energy, Inc.
July 30 , 2013
Page 4

 third parties.  Additionally, please discuss whether you expect these amounts to re main
stable in the near future or, if not, why and to what extent these amounts could fluctuate .

Contractual Obligations and Off -Balance Sheet Arrangements, page 78

11. Notwithstanding your textual disclosure at the bottom of page 78, tell us why you have
not included your development agreements with the Mississippian Trust I, Permian Trust
and Mississippian Trust II, and your treating agreement, in your tabular presentation of
contractual obligations pursuant to Item 303(a)(5) of Regulation S -K.  Please also  expand
your disclosure to clarify the extent to which your table of contractual obligations
includes amounts  under  these agreements.

12. Please quantify the payments that would be required under your CO 2 supply arrangement
if you are unable to deliver natura l gas for processing and describe the factors that are
reasonably likely to impact this obligation.

Financial Statements

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

Revenue Recognition and Natural Gas Balancing, page F -13

13. We note that  you account for your two construction contracts under the completed -
contract method of accounting, although you record  contract gains or losses as
development costs within oil and natural gas properties , as part of the full cost pool.  We
understand from your disclosures on pages F -34 and F -42 that these contracts pertain to
the Century Plant and associated compression and pipeline facilities that you constructed
for Occidental Petroleum Corporation during 2012 in exchange for $796.3 million and an
agreeme nt to either provide specific quantities of CO 2 over a thirty -year period by
supplying natural gas for processing, or to provide financial compensation in the event
you unable to deliver natural gas for processing.  Please address the followin g points:

 Please explain how you determined it  was appropriate to record contract losses
amounting to $180 million as additions to the full cost pool  rather than to expense
these amounts as would ordinarily be required to comply with FASB ASC 605 -
35-25-45.  Please clarify the nature and extent of any ownership interest in the
facilities you have retained.  I t should be clear how you determined that contract
losses had the characteristics of assets, were properly accounted for under the full
cost method apar t from the revenues and other expenses incurred in completing
the contract, and why you believe incurring costs to perform under the contract
are properly considered to have been undertaken for your own account, as would
generally be anticipated under Rule  4-10(c)(2) of Regulation S -X.

Eddie M. LeBlanc III
SandR idge Energy, Inc.
July 30 , 2013
Page 5

  Submit the analysis that you performed in determining that you were unable to
make reasonably dependable estimates in selecting the completed contract method
of accounting for these construction contracts, rather than the percentage of
completion method, b ased on the criteria in FASB ASC 605 -35-25-56 through 66.
Given that you received payment for construction according to the percentage of
completion , also explain your perspective on the financial reporting implications
of applying your method in comparis on to the percentage of completion method .

 Since your agreement to provide 3,200 Bcf of CO 2 to Occidental Petroleum
Corporation was entered into in conjunction with these two construction
contracts, it is unclear why you have neither disclosed nor rec ognized a liability
for the value of the CO 2 that you must provide as part of your contract accounting.
Tell us how the value of the CO 2 compares to the payments required if you do not
deliver natural gas for processing, and explain your reasons for defer ring
recognition.

14. We note your disclosure on page F -13 indicating that you recognize revenues and
expenses under day work and footage drilling contracts as services are performed and
that fees received for mobilization and the costs of mobilization are recognized "...over
the term of the related drilling contract."  Although it appears your approach generally
corresponds to the percentage of completion method, we would like to understand how
your accounting differs when the terms of your drilling contrac ts do not correspond
precisely with the time spent drilling.

Please identify any instances in which the contract dates utilized in defining the terms
relied upon as a basis for recognizing mobilization fees preceded or extended beyond the
dates that dri lling services were actually provided for each year covered by your report,
describe the extent to which those periods did not coincide, and quantify where
applicable the difference that would arise if recognition were more precisely aligned with
contract performance.  Tell us the manner by which you have reviewed and confirmed
through observation or inspection the acceptability of the input or output measures
utilized to determine the percentage of completion in accordance with FASB ASC 605 -
35-25-78.

15. We n ote your disclosure  on page 67, under Drilling and Oil Field Services Segment,
stating that you record revenues related to services performed for third -parties, including
third -party working interests in wells that you operate.  Tell us how you determined that
your accounting does not conflict with the guidance in Rule 4 -10(c)(6)(iv)(C) of
Regulation S -X, stating that “no income may be recognized for contractual services
performed on behalf of investors in oil and gas producing activities managed by the
registrant or an affiliate.”

Eddie M. LeBlanc III
SandR idge Energy, Inc.
July 30 , 2013
Page 6

Note 7 - Property, Plant and Equipment, page F -32

16. We note from the Form 8 -K that you filed on May 8, 2013, Note 2(c), that you estimate
you would have “incurred an impairment from full cost ceiling limitations of
approxima tely $102.6 million” during the first quarter of 2013, although you provided no
adjustment because this is not recurring.  Please clarify the basis for this disclosure  and
explain why a full cost ceiling write -down  was not recorded in historical financial
statements for this period .

Note 14 - Derivatives, page F -37

17. We note that you have disaggregated your measures of gain and loss on derivatives into
measures described as "realized" and "unrealized" in the table on page F -39, although
your accompan ying narrative indicates you are presenting "cash settlements and
valuation gain and loss."  Tell us how you determined the realized and unrealized gains
and losses so that we may understand how your method complies with FASB ASC 815 -
10-35-2.  For example,  if realized gains do not reflect only the change in fair value during
the period of settlement, identify the specific elements reflected in each measure (e.g.
premiums paid, change in fair value from period -to-period, and settlement
proceeds/payments).

Given that you have a similar presentation on page 66, with realized gain or loss
attributed to early settlements, amended contracts, and settlements at maturity, please also
explain your rationale for differentiating these categories in your presentation  and
describe any corresponding accounting distinctions.   Please also explain the inconsistent
labeling of these amounts in your disclosures and how the measures would be properly
regarded as valuation gain and loss.

18. Tell us why you have identified rea lized loss on amended derivative contracts in the
amount of $117 million as a positive adjustment in your 2012 reconciliation of net
income to operating cash flows on page F -8.

Note 25 Supplemental Information on Oil and Natural Gas Producing Activities, page F -62

Oil and Natural Gas Reserve Quantities (Unaudited), page F -63

19. Please refer to the requirements set forth in FASB ASC 932-235-50-5.  Revise the
disclosure on page F -64 relating to the 2010, 2011 and 2012 revisions of previous
estimat es to provide the net quantities associated with a change in economic factors
separately from the changes resulting from new information obtained from development
drilling and well performance.

Eddie M. LeBlanc III
SandR idge Energy, Inc.
July 30 , 2013
Page 7

 Form 10 -Q for the Fiscal Quarter  ended March 31, 2013

Note 2 - Acquisitions and Divestitures, page 10

2013 Divestitures, page 13

20. We note from the Form 8 -K that you filed on March 1, 2013 that you sold assets in the
Permian Basin which were held by SandRidge  Exploration and Production LLC, an
entity that you have identified in disclosure and Exhibit 21 to your annual report as a
wholly -owned subsidiary.   Please explain how you computed the loss allocated to the
noncontrolling interest mentioned under this hea ding, and explain how you have properly
identified SandRidge Exploration and Production LLC as a wholly -owned subsidiary
with a minority interest.

21. We note that you allocated net book value to the Permian Properties based on the relative
fair value of pr oved reserves associated with these properties and the oil and natural gas
properties that you retained .  Please explain to us why you did not allocate capitalized
costs under the same methodology as used to compute amortization, pursuant to the
guidance i n Rule 4 -10(c)(6)(i) of Regulation S -X

CORRESP
1
filename1.htm

Correspondence

            January 17, 2013

Mr. Perry Hindin

 Special Counsel, Office
of Mergers and Acquisitions

 Division of Corporate Finance

 U.S. Securities and Exchange Commission

 100 F Street, NE

Washington, D.C. 20549-3628

Re:
SandRidge Energy, Inc.

Revised Preliminary Consent Revocation Statement on Schedule 14A

Filed January 15, 2013

File No. 001-33784

 Dear
Mr. Hindin,

 On behalf of our client, SandRidge Energy, Inc. (the “Company” or
“SandRidge”), we hereby submit this letter in response to the written comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), dated January 17,
2013 (the “Comment Letter”), with respect to the Revised Preliminary Consent Revocation Statement on Schedule 14A filed by SandRidge with the Commission on January 15, 2013 (the “Preliminary Consent Revocation
Statement”).

 Set forth below is the heading and text of each comment set forth in the Comment Letter, followed by
our response thereto. Capitalized terms used but not otherwise defined herein have the respective meanings ascribed to them in the Preliminary Consent Revocation Statement. In addition, SandRidge is simultaneously filing Amendment No. 3 to the
Preliminary Consent Revocation Statement with the Commission to, among other matters, amend the Preliminary Consent Revocation Statement in response to the Comment Letter.

 The removal and replacement of a majority of the Board…, page 8

1. We note the revised disclosure added in response to prior comment 3. Notwithstanding the first sentence of the first bullet point
of this section, the second paragraph as currently written implies that the election of the TPG-Axon Group Nominees would essentially cause a material adverse effect resulting from the Company’s obligation to refinance up to $4.3 billion of the
Company’s senior notes. However, it appears that it is within the Board’s complete discretion to avoid the Company incurring such obligation, simply by approving any TPG-Axon Group Nominees who may be duly elected to the Board by
stockholders. Please supplement the disclosure to make this point more clear. Also disclose the

 Division of Corporate Finance

 U.S. Securities and Exchange Commission

 January 17, 2013

 Page 2

factors that the Board would consider in making its good faith determination that the election of one or more of the TPG-Axon Group Nominees would not be materially adverse to the interests of
the Company or its stockholders and whether the board would consider as part of such determination the “extreme, risky and unnecessary financial burden” to the Company resulting from the board’s disapproval of such nominees and the
related event of default and refinancing obligation.

 Response

In response to the Staff’s comment, we have added disclosure under the referenced section to clarify that the financial burden to the
Company would not occur if the Board takes actions to approve the TPG-Axon Group Nominees that are permitted under the Indentures. We have also added disclosure that the Board would seek advice of counsel on its rights and obligations under the
Indentures. The Board would then determine the appropriate factors to take into account in making such decision, and the appropriateness of considering the potential material adverse effect on the Company if the Board does not approve the TPG-Axon
Group Nominees and a refinancing is required. There is little legal precedent (only one 2009 case in Delaware) that has addressed the issue and the Board would be required to determine, in its judgment, the appropriate process and considerations. In
addition, issues relating to the change of control provisions in the Indentures are subject to litigation in Delaware Chancery Court, the results of which could impact the Board’s course of action with respect to these issues.

When should I return my Consent Revocation Card? Page 13

 2. Please update this section and the section entitled “Effectiveness of Consents” to disclose the date by which valid, unrevoked consents signed by the holders of a majority of the shares
of the Common Stock outstanding as of the Record Date must be delivered to the Company in order for the TPG-Axon Consent Proposals to become effective.

 Response

 In response to the Staff’s comment, we have updated
the disclosures under the referenced sections to state that a signed written consent was delivered to the Company by the TPG-Axon Group on January 16, 2013 and that consequently the date by which valid, unrevoked consents signed by the holders
of a majority of the shares of the Common Stock outstanding as of the Record Date must be delivered to the Company is March 15, 2013.

 If you have any questions or require any additional information, please call either the undersigned at 212-841-1056 or Kyle Rabe at 212-841-1036.

Very truly yours,

/s/ Scott F. Smith

 Scott F. Smith

 Covington & Burling LLP

January 17, 201 3

Via E -mail
Scott F. Smith , Esq.
Covington & Burling LLP
620 Eighth Avenue
New York, NY 10018 -1405

Re: SandRidge Energy, Inc.
 Revised Preliminary Consent Revocation Statement on Schedule 14A
Filed January 15, 201 3
File No. 001 -33784

Dear Mr. Smith :

We have reviewed the above filing  and related response letter  and have the following
additional comment .

The removal and replacement of a majority of the Board …, page 8

1. We note the revised disclosure added in response to prior comment 3 .  Notwithstanding
the first sentence of the first bullet point of this section , the second paragraph  as currently
written implies that  the election of the TPG -Axon Group Nominees would essentially
cause a material adverse effect resulting from the Company ’s obligation to refinance up
to $4.3 billion of the Company ’s senior notes.  However, it appears that it is within the
Board’s complete discretion to avoid the Company incur ring such obligation, simply by
approving any TPG -Axon Group Nominees who may be duly elected to the Board  by
stockholders.  P lease supplement the disclosure to make this point more clear .  Also
disclose  the factors that the Board would consider in making its good faith determination
that the election of one or more of the TPG -Axon Group Nominees would not be
materially adverse to the interests of the Company o r its stockholders and whether the
board would consider as part of such determination the “extre me, risk y and unnecessary
financial burden ” to the Company resulting fro m the board ’s disapproval  of such
nominees  and the related event of default and refinancing obligation .

When should I return my Consent Revocation Card?  Page 13

2. Please update this section and the section entitled “Effectiveness of Consents ” to disclose
the date by which valid, unrevoked consents signed by the holders of a majority of the
shares of the Common Stock outstanding as of the Record Date  must be delivered to the
Company in order for the TPG -Axon Consent Proposals to become effective .

* * *

Scott F. Smith , Esq.
Covington & Burling LLP
January 17, 2013
Page 2

Please contact me at (202) 551 -3444  with any questions.

Sincerely,

/s/ Perry J. Hindin

Perry J. Hindin
Special Counsel
Office of Mergers and Acquisitions

CORRESP
1
filename1.htm

Correspondence Letter

 January 15, 2013

 Mr. Perry Hindin

 Special Counsel, Office of Mergers and Acquisitions

Division of Corporate Finance

 U.S. Securities
and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549-3628

Re:
SandRidge Energy, Inc.

Revised Preliminary Consent Revocation Statement on Schedule 14A

Filed January 7, 2013

 File No. 001–33784

 Dear Mr. Hindin,

On behalf of our client, SandRidge Energy, Inc. (the “Company” or “SandRidge”), we hereby submit this
letter in response to the written comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), dated January 11, 2013 (the “Comment Letter”), with
respect to the Revised Preliminary Consent Revocation Statement on Schedule 14A filed by SandRidge with the Commission on January 7, 2013 (the “Preliminary Consent Revocation Statement”).

Set forth below is the heading and text of each comment set forth in the Comment Letter, followed by our response thereto. Capitalized
terms used but not otherwise defined herein have the respective meanings ascribed to them in the Preliminary Consent Revocation Statement. In addition, SandRidge is simultaneously filing Amendment No. 2 to the Preliminary Consent Revocation
Statement with the Commission to, among other matters, amend the Preliminary Consent Revocation Statement in response to the Comment Letter.

 1. We note your response to prior comment 1. Please provide us a formal opinion of counsel, supported by appropriate legal analysis, that (i) the written consents received on December 19,
2012 relating to shares of the Company’s common stock beneficially owned by Tom L. Ward and Tom L. Ward IRA, are valid under Delaware law and (ii) if so valid, whether such consents are the earliest dated consents within the meaning of
Section 228 of the DGCL for purposes of determining the 60-day period within which stockholders must deliver a sufficient number of unrevoked consents to adopt the proposals set forth in TPG-Axon’s yet-to-be-filed definitive consent
statement and related consent card. The analysis should include

 Division of Corporate Finance

 U.S. Securities and Exchange Commission

 January 15, 2013

 Page
 2

an explanation of how you were able to reach such conclusion with respect to clause (ii) above given that the written consents received on December 19 were not furnished by TPG-Axon and
do not mirror all the proposals contained on TPG-Axon’s form of consent and could not mirror such proposals until the definitive consent statement containing the final form of consent was filed with the Commission.

Response

 We
respectfully advise the Staff that on January 15, 2013, TPG-Axon Domestic and the Company entered into a Settlement Agreement (the “Settlement Agreement”) pursuant to which they agreed to settle the December 24, 2012 lawsuit
filed by TPG-Axon Domestic against the Company and the members of the Board in the Delaware Court of Chancery.

 Under the
Settlement Agreement, the Company has agreed that any written consents delivered to the Company prior to the date on which the TPG-Axon Group files its definitive consent statement with the Commission will not be deemed valid and that the 60-day
statutory period set forth in Section 228(c) of the Delaware General Corporation Law (the “DGCL”) for the TPG-Axon Consent Solicitation will commence no earlier than the date upon which the TPG-Axon Group’s definitive
consent statement is filed with the Commission. TPG-Axon Domestic has agreed to deliver a signed written consent to the Corporate Secretary of the Company with respect to each of the TPG-Axon Consent Proposals in accordance with the procedures set
forth in Section 228 of the DGCL no later than two business days after the date on which the TPG-Axon Group files its definitive consent statement with the Commission, which signed written consent will be dated as of the date it is delivered to
the Corporate Secretary of the Company.

 We note to the Staff that the section entitled “Legal Proceedings” on page
14 the Preliminary Consent Revocation Statement has been revised to, among other things, disclose certain terms of the Settlement Agreement. In addition, the subsection entitled “Questions and Answers about this Consent Revocation
Statement–When should I return my Consent Revocation Card?” on page 11 of the Preliminary Consent Revocation Statement and the subsection entitled “The Consent Procedure–Effectiveness of Consents” on page 12 of the
Preliminary Consent Revocation Statement have each been revised to disclose certain terms of the Settlement Agreement and to advise stockholders of the anticipated end-date for the 60-day period, which end-date assumes that the first signed and
dated consent will be delivered to the Company on the date that is two business days after the date on which the TPG-Axon Group files its definitive consent statement with the Commission.

 Division of Corporate Finance

 U.S. Securities and Exchange Commission

 January 15, 2013

 Page
 3

 In light of the Settlement Agreement, we have not provided a formal opinion of counsel
with respect to the written consents received by the Company on December 19, 2012, as such consents are no longer in effect.

 2. Please revise the proxy statement to disclose (i) that the written consents referenced in your response to prior comment 1 relate to shares beneficially owned by Tom L. Ward, the Chairman
and Chief Executive Officer of the Company, and Tom L. Ward IRA, (ii) the number of such shares associated with such consents and (iii) why Mr. Ward would submit consents consenting to his own removal from the Company’s board of
directors.

 Response

 We respectfully refer the Staff to our response in paragraph 1 above with regard to the initial consents received by the Company on December 19, 2012, which as a result of the Settlement Agreement
are no longer in effect. As described in our response in paragraph 1 above, we have revised the Preliminary Consent Revocation Statement to disclose the terms of the Settlement Agreement and to advise stockholders of the anticipated end-date for the
60-day period, which end-date assumes that the first signed and dated consent will be delivered to the Company on the date that is two business days after the date on which the TPG-Axon Group files its definitive consent statement with the
Commission.

 The approval of the TPG-Axon Consent Proposals…, page 7

3. We note your response to prior comment 10. Please revise the second bullet point to clarify the phrase “possible
repayment” by disclosing the information included in your response.

 Division of Corporate Finance

 U.S. Securities and Exchange Commission

 January 15, 2013

 Page
 4

 Response

 In response to the Staff’s comment, the disclosure on page 7 of the Preliminary Consent Revocation Statement regarding the Company’s Indentures has been revised to, among other things, include
the additional information set forth in our response to comment 10 of the Staff’s written comments dated January 4, 2013 regarding the discretion of holders of the Company’s senior notes to accept any offer to purchase made by the
Company pursuant to the Indentures.

 4. We note that in response to the closing paragraphs of our letter dated
January 4, 2013, Covington & Burling LLP, and not the Company, provided the requested statement. Please provide a written statement executed by the Company acknowledging each of the three bullet points in the closing paragraphs of our
January 4 letter.

 Response

 In response to the Staff’s comment, attached as Exhibit A hereto is a written statement executed by the Company acknowledging each of the three bullet points in the closing paragraphs of the
Staff’s January 4 letter.

 Division of Corporate Finance

 U.S. Securities and Exchange Commission

 January 15, 2013

 Page
 5

 If you have any questions or require any additional information, please call either the
undersigned at 212-841-1056 or Kyle Rabe at 212-841-1036.

Very truly yours,

/s/ Scott F. Smith

Scott F. Smith

Covington & Burling LLP

 Exhibit A

 SandRidge Energy, Inc.

 123 Robert S. Kerr Avenue

Oklahoma City, Oklahoma 73102

 January 15, 2013

 Mr. Perry Hindin

 Special Counsel, Office of Mergers and Acquisitions

 Division of Corporate Finance

U.S. Securities and Exchange Commission

 100 F
Street, NE

 Washington, D.C. 20549-3628

Re:
SandRidge Energy, Inc.

Revised Preliminary Consent Revocation Statement on Schedule 14A

Filed January 7, 2013

 File No. 001–33784

 Dear Mr. Hindin,

Reference is made to the written comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the
“Commission”), dated January 11, 2013 (the “Comment Letter”), with respect to the Revised Preliminary Consent Revocation Statement on Schedule 14A filed by SandRidge with the Commission on January 7, 2013.

 In response to the Staff’s request in comment 4 of the Comment Letter, the Company hereby acknowledges 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.

Very truly yours,

SandRidge Energy, Inc.

By: /s/ Philip T. Warman

Name:

Philip T. Warman

Title:

Senior Vice President, General Counsel and Corporate Secretary

January 11, 2013

Via E -mail
Marc Weingarten , Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022

Re: SandRidge Energy, Inc.
 Revised Preliminary Consent Statement  on Schedule 14A
Filed January 7 , 201 3 by TPG -Axon Partners, LP , Dinakar Singh , et al.
File No. 00 1-33784

Dear Mr. Weingarten :

We have reviewed the above filing and related response letter and have the following
additional comments.   All defined terms used in this letter have the same meaning as in the
consent statement listed above and your related response letter unless otherwise indicated .

General

1. We note your response to prior comment 1.  We also note that a significant number of
articles found at the highlighted  list of URLs contained on the TPG -Axon sponsored
website either quote statements made by Dinakar Singh or paraphrase or refer to points
made by Mr. Singh , all of which relate to the Filing Person s’ consent solicitation, and
some of which have been previously filed as soliciting material , e.g. Mr. Singh’s
November 30, 2012 letter to the Company’s board .  Notwithstanding the Filing Person’s
efforts to conform the TPG -Axon sponsored we bsite to the guidance provided in the 2000
Electronics Release, we believe that when the Filing Persons initially added or
subsequently supplemented the list of URLs to the website and publicly announced such
addition al postings  to the website , such URLs s erved to re publish  Mr. Singh’s prior
statements , effectively reviving his past communications as current solicitations  and
requiring such statements be filed as current soliciting materials on the date such URLs
were posted on the website.  As such , please  immediately file as soliciting materials those
portions of the print media that repeat , paraphrase  or refer to Mr. Singh’s statements and
that pertain to the Filing Person ’s consent solicitation.   Similarly, for those URLs that
refer to recorded broadcast s of Mr. Singh interviews, please reduce to writing those
portions of the recorded broadcasts containing statements from Mr. Singh that relate to
the consent solicitation and file such transcription as soliciting material.  In the future, if
any additional URLs to print or broadcast media are posted to the TPG -Axon sponsored
website, and such media contains statements from any Filing Person that would constitute
a solicitation if such Filing Persons had directly published, sent or given such state ments
to stockholders, please ensure that the Filing Persons file with the Commission such

Marc Weingarten , Esq.
Schulte Roth & Zabel LLP
January 11, 2013
Page 2

 statements as soliciting material  no later than the date the URLs are posted on the
website .  Refer to Exchange Act Rule s 14a-6(o) and 14a-12.

2. We remind you of TPG -Axon ’s obligation that any and all soliciting materials comply
with the requirements of Regulation 14A, including Exchange Act Rule 14a -9.  Please
ensure that the content of all soliciting materials comply with Rule 14a -9 and comments 7
and 8 of our letter  dated January 3, 2012.  If TPG -Axon cannot provide a reasonable
foundation supporting the statements to be filed in response to our preceding comment,
such future filings should also include corrective disclosure clarifying any insupportable
statements.

If the Consent Solicitation is Successful…, page 6

3. We note your response to prior comment 5.  Please supplement the disclosure to include
the reasons for and assumptions supporting the Filing Persons’ belief that there would not
be a material impact from the Company’s obligation to offer to repurchase the senior
notes outstanding.

Reasons for the Solicitation, page 11

4. We note your response to prior comment 7.  We do not believe you have provided an
adequate factual foundation for the following statements  which appear to impugn the
character, integrity and/or personal reputation of the Company’s management and board
of directors.  Unless otherwise noted below, p lease either revise or provide additional
support for the following statements .
 “…Sandridge has often appeared to behave in a reckless…manner…” (page 11)
 “[WCT Resources] actively competes  with the Company in the acquisition/lease of
mineral rights, and has repeatedly  front -run the Company…” (page 12, emphasis
added)
 “…these fears are not misplaced, given Mr. Ward’s history of siphoning value from
the company.” (the December 24, 2012 letter)  Please either provide support for such
statement, have the Filing Persons provide us a representation that they will refrain
from including such statement in future soliciting materials  or file appropriate
corrective disclosure .

5. We note your response to prior comment 8.  We do not agree that you have provided an
adequate factual foundation for the following statements.  Please eit her revise or provide
additional support for the following statements:
 “…the Company has spent excessively on the acquisition of acreage and c apital
expenditures.”  (Page 12)
 “Sandridge stock…trades at extremely low valuation…” (page 6) and “As of
November 2, 2012…the stock traded at the greatest discount to its estimated Net
Asset Value of any energy company…” (page 11)

Marc Weingarten , Esq.
Schulte Roth & Zabel LLP
January 11, 2013
Page 3

 Poor Corporate Governance and Self -Dealing, page 12

6. We note the disclosure added in the last sentence of the first paragraph in this sect ion in
response to  the request in our prior comment 8 that the Filing Persons either provide
support or file appropriate corrective disclosure for the statement made in the December
24, 2012 letter that “…the company…issued an additional 37 million of shar es to senior
management.”  The revised disclosure in the consent statement does not appear to
disavow and correct the earlier statement.  Please advise.  In addition, it is unclear how
the added sentence supports the premise of this section that the Compan y has poor
corporate governance and engages in self -dealing.  Please advise or revise.

* * *

Please contact me at (202) 551 -3444  with any questions.

Sincerely,

/s/ Perry J. Hindin

Perry J. Hindin
Special Counsel
Office of Mergers and Acquisitions

CORRESP
1
filename1.htm

Correspondence Letter

 January 7, 2013

 Mr. Perry Hindin

 Special Counsel, Office of Mergers and Acquisitions

Division of Corporate Finance

 U.S. Securities
and Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549-3628

Re:
SandRidge Energy, Inc.

Preliminary Consent Revocation Statement on Schedule 14A

 Filed December 27, 2012

 Soliciting material filed pursuant to
Exchange Act Rule 14a-12

 Filed December 21, 2012

File No. 001–33784

Dear Mr. Hindin,

On behalf of our client, SandRidge Energy, Inc. (the “Company” or “SandRidge”), we hereby submit this
letter in response to the written comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), dated January 4, 2013 (the “Comment Letter”), with
respect to the Preliminary Consent Revocation Statement on Schedule 14A filed by SandRidge with the Commission on December 27, 2012 (the “Preliminary Consent Revocation Statement”) and the soliciting material filed pursuant to
Exchange Act Rule 14a-12 by SandRidge with the Commission on December 21, 2012.

 Set forth below is the heading and text
of each comment set forth in the Comment Letter, followed by our response thereto. Capitalized terms used but not otherwise defined herein have the respective meanings ascribed to them in the Preliminary Consent Revocation Statement. In addition,
SandRidge is simultaneously filing Amendment No. 1 to the Preliminary Consent Revocation Statement with the Commission to, among other matters, amend the Preliminary Consent Revocation Statement in response to the Comment Letter.

1. We note the disclosure in the soliciting material filed on December 21, 2012 regarding the Company’s receipt of
written consents from a stockholder of record, dated December 19, 2012. Given that TPG-Axon had not yet filed a consent statement disclosing its three proposals and identifying its nominees and had not yet furnished the Company’s
stockholders with a consent card relating to its three proposals, please advise us why the

 Division of Corporate Finance

 U.S. Securities and Exchange Commission

 January 7, 2013

Page 2

Company believes it appropriate to conclude that the stockholder communication received by the Company constituted written consents to TPG-Axon’s consent solicitation. Include in your
response letter (i) a detailed legal analysis supporting the Company’s conclusion, (ii) the identity of the stockholder of record who submitted the written consent and (iii) the number of shares of Company stock beneficially held
by such stockholder. If the stockholder of record is an entity, please identify the natural person or persons who have voting and investment power over the shares. Also tell us in your response letter whether such natural person is an affiliate of
the Company or a “related person,” as that term is defined in the Instructions to Item 404(a) of Regulation S-K. Please also provide us a copy of the written consents.

 Response

 On December 19, 2012, the Company received two
written consents executed by Cede & Co., the nominee of The Depository Trust Company and the record holder of 381,972,517 shares of Company Common Stock on December 13, 2012, the record date for the TPG-Axon Consent Solicitation. One
consent, with respect to 100 shares beneficially owned by Tom L. Ward, consented to the adoption of the proposals previously announced by TPG-Axon Partners, LP to (i) amend the Company’s Bylaws to eliminate the division of the
Company’s Board into classes and to permit the removal of directors by stockholders with or without cause (the “Bylaw Amendment Proposal”), and (ii) remove members of the Board as proposed by TPG-Axon Partners, LP. The
other consent, with respect to 100 shares beneficially owned by Tom L. Ward IRA, consented to the adoption of the Bylaw Amendment Proposal. Mr. Ward is the Chairman and Chief Executive Officer of the Company and is an affiliate of the Company
and a “related person” within the meaning of Item 404(a) of Regulation S-K. There was no consent filed on December 19, 2012 with respect to the proposal by the TPG-Axon Group to replace removed directors with nominees of
TPG-Axon.

 These consents were provided pursuant to Section 228 of the General Corporation Law of the State of Delaware
(the “DGCL”) which states, in relevant part, that no stockholder written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest dated consent delivered in the manner
required by the statute, written consents signed by a sufficient number of stockholders to take the action referred to therein are delivered to the corporation in the manner required by the statute. The statute does not require such earliest dated
consent to be delivered by the stockholder who initiated the consent solicitation or that such delivery occur after consent cards have been furnished to stockholders. Furthermore, other than requiring that a written consent set forth the action so
taken, be signed by a holder of outstanding stock and bear the date of signature of each stockholder signing such written consent, the statute does not prescribe the form a consent must take. The Company believes that the public announcements by
TPG-Axon Partners, LP and its affiliates prior to December 19, 2012 accurately described in substance both Proposal No. 1 (“Proposal 1”) and Proposal No. 2 (“Proposal 2”), as set forth in the
Preliminary Consent Statement filed by the TPG-Axon Group with the Commission on December 26, 2012 (the “TPG-Axon Consent Statement”), and that the consents delivered to the Company clearly identify their subjects as Proposals
1 and 2. Accordingly, the Company, after consultation with Covington & Burling LLP and Potter

 Division of Corporate Finance

 U.S. Securities and Exchange Commission

 January 7, 2013

Page 3

Anderson & Corroon LLP, its outside counsel, has concluded that the written consents filed on December 19, 2012 are the earliest dated consents within the meaning of
Section 228 of the DGCL for purposes of determining the 60-day period within which stockholders must deliver a sufficient number of unrevoked consents to adopt Proposal 1 and Proposal 2.

In response to the Staff’s request, we will promptly provide the Commission with a copy of the above-referenced written consents in
a supplemental letter submitted to the Staff, together with a request for confidential treatment pursuant to Rule 83 of the Commission’s Rules Concerning Information and Requests (17 C.F.R. § 200.83).

2. Revise the disclosure to advise stockholders that, notwithstanding the date of any TPG-Axon consent statement furnished to such
stockholders or the date that any consent furnished by TPG-Axon to stockholders is first delivered to the Company, the Company has determined that it will not count any consents delivered to the Company after the date that is 60 days after
December 19, 2012. Disclose that specific date.

 Response

In response to the Staff’s comment, the disclosure on page 11 of the Preliminary Consent Revocation Statement under the subheading
“When should I return my Consent Revocation Card?” has been revised to advise stockholders that the Company will not count any consents that are delivered to the Company after February 17, 2013, which is the date that is 60 days after
December 19, 2012, notwithstanding the date of any consent statement furnished by the TPG-Axon Group to the Company’s stockholders or the date that any consent card furnished by the TPG-Axon Group to stockholders is first delivered to the
Company.

 Reasons to Reject the TPG-Axon Consent Proposals, page 4

3. Please provide support for the statement appearing here and elsewhere in the disclosure that TPG-Axon is “an opportunistic
investor with short-term interests.”

 Response

In support of this statement, we note to the Staff that TPG-Axon has publicly described a sale of the Company as its preferred strategic
course. For example, in TPG-Axon’s November 30, 2012 letter to the Company’s Board, TPG-Axon states that “an outright sale of the company is the most realistic path to restoring the shareholder value that has been destroyed”
and “a sale of the company is best” because, among other reasons, “[u]ltimately, the value of the Mississippian assets is extraordinary, but so is the investment and time required to develop those assets.”

In support of this statement, we further note to the Staff the following facts, each of which is also disclosed in the third bullet point
on the top of page 7 of the Preliminary Consent Revocation Statement:

 Division of Corporate Finance

 U.S. Securities and Exchange Commission

 January 7, 2013

Page 4

•

 As disclosed in the TPG-Axon Consent Statement, TPG-Axon has sold approximately 5.3 million shares of the Company’s Common Stock since its
initial investment in the Company in November 2011.

•

 As disclosed in the TPG-Axon Consent Statement, TPG-Axon has sold shares of the Company’s Common Stock five times over the last year and three
times since July 2, 2012.

•

 Since 2011, TPG-Axon has made investments in three other companies involved in the exploration and production sector of the oil and gas business and
has on average only held such investments for approximately two fiscal quarters.

 4. In the last
sentence on the bottom of page 4 the Company indicates that stockholders should reject the TPG-Axon Consent because “TPG-Axon is not experienced in controlling or running an operating business.” Provide support for such statement. In
addition, since TPG-Axon Group Nominees, and not TPG-Axon itself, would serve on the board of directors, this statement does not appear relevant to this section’s heading. Please revise the disclosure to indicate that the TPG-Axon Group
Nominees, and not TPG-Axon, will serve on the board of directors if elected. Also explain in the disclosure why TPG-Axon’s experience in controlling or running an operating company is relevant to a stockholder’s voting decision regarding
the removal of the Company’s directors and their replacement with TPG-Axon Group Nominees.

 Response

In response to the Staff’s comment, the last sentence on the bottom of page 4 of the Preliminary Consent Revocation Statement has
been revised to state that Mr. Singh, one of the TPG-Axon Group Nominees and the Chief Executive Officer of TPG-Axon Capital, is not experienced in running an operating business. This statement is based on the disclosures set forth in the
TPG-Axon Consent Statement and our review of publicly available information, in which we were not able to find any instance where Mr. Singh had experience in running an operating business. We believe this disclosure is relevant because
Mr. Singh is one of the TPG-Axon Group Nominees, and as Chief Executive Officer of TPG-Axon Capital has played a leading role in initiating and pursuing the TPG-Axon Consent Solicitation, which we believe, based on public statements by TPG-Axon
(including its November 30, 2012 letter to the Board) is intended to facilitate a sale or dramatic restructuring of the Company.

 In response to the Staff’s comment, this disclosure has also been revised to indicate that that the TPG-Axon Group Nominees will constitute all the members of the Board if the TPG-Axon Consent
Proposals are successful.

 5. Revise the disclosure to describe the strategic plan referenced at the top of page 5 and
explain why the Company believes it will deliver long-term value to stockholders.

 Division of Corporate Finance

 U.S. Securities and Exchange Commission

 January 7, 2013

Page 5

 Response

 In response to the Staff’s comment, the disclosure in the first bullet point at the top of page 5 of the Preliminary Consent Revocation Statement has been revised.

6. Refer to the fifth bullet point on the top of page 5. Revise the disclosure to explain why the vesting of restricted shares
would “jeopardize the Company’s ability to retain its management and operating personnel.” It is unclear if this statement is suggesting key management and operating personnel would voluntarily terminate their employment with the
Company following a change of control or only that the Company would have to create other incentives to retain such individuals.

Response

 In
response to the Staff’s comment, the disclosure in the fifth bullet point at the top of page 5 of the Preliminary Consent Revocation Statement has been revised.

 The TPG-Axon Consent Solicitation is an attempt…, page 5

 7.
Refer to the last sentence of the second bullet point in this section. Please revise the disclosure to support the statement that the TPG-Axon Group “may have different interests from, and [sic] in conflict with, the best interests of all of
the Company’s stockholders” given that (i) the group includes the TPG-Axon Group Nominees, who, according to TPG-Axon’s consent statement, will all be considered independent directors of the Company under the Company’s
Corporate Governance Guidelines, under applicable NASDAQ rules and under Item 407(a) of Regulation S-K, (ii) six of the seven nominees do not currently have or have ever had any business or financial ties to TPG-Axon or any of its
affiliated funds and (iii) all of the nominees are subject to the same fiduciary duties under Delaware General Corporation Law as the current Company’s directors.

 Response

 In response to the Staff’s comment, the statement
that the TPG-Axon Group “may have different interests from, and in conflict with, the best interests of all of the Company’s stockholders” has been deleted.

 8. Refer to our preceding comment and the fourth bullet point in this section. Please revise the last sentence to indicate that the TPG-Axon Group Nominees, and not TPG-Axon, will serve on the board
of directors, if elected, and explain why TPG-Axon’s experience in controlling or running an operating company is relevant to a stockholder’s voting decision regarding the removal of the Company’s directors and their replacement with
TPG-Axon Group Nominees.

 Division of Corporate Finance

 U.S. Securities and Exchange Commission

 January 7, 2013

Page 6

 Response

 In response to the Staff’s comment, the disclosure in the fourth bullet point in this section of the Preliminary Consent Revocation Statement has been revised to, among other things, state that
Mr. Singh, one of the TPG-Axon Group Nominees and the Chief Executive Officer of TPG-Axon Capital, is not experienced in running an operating business. Please also see our response to the Staff’s comment in paragraph 4 above.

The Board believes that the TPG-Axon Group Nominees are not in a position…, page 6

9. Refer to the third bullet point in this section. Please revise the disclosure to support the statement that the TPG-Axon Group
“has no duty to act in the best interests of the Company’s stockholders” given that (i) the group includes the TPG-Axon Group Nominees, who, according to TPG-Axon’s consent statement, will all be considered independent
directors of the Company under the Company’s Corporate Governance Guidelines, under applicable NASDAQ rules and under Item 407(a) of Regulation S-K, (ii) six of the seven nominees do not currently have or have ever had any business or
financial ties to TPG-Axon or any of its affiliated funds and (iii) all of the nominees are subject to the same fiduciary duties under Delaware General Corporation Law as the current Company directors. If the Company intended to refer to
TPG-Axon as opposed to the TPG-Axon Group, please revise the disclosure to explain why TPG-Axon’s lack of “duty to act in the best interests of the Company’s stockholders” is relevant to this section’s subheading or relevant
to a stockholder’s voting decision with respect to the TPG-Axon Group Nominees, who do have such duties.

 Response

 In response to the Staff’s comment, the disclosure in the third bullet point in this section of the Preliminary
Consent Revocation

January 4 , 201 3

Via E -mail
Scott F. Smith , Esq.
Covington & Burling LLP
620 Eighth Avenue
New York, NY 10018 -1405

Re: SandRidge Energy, Inc.
 Preliminary Consent Revocation Statement on Schedule 14A
Filed December 27, 2012
Soliciting material filed pursuant to Exchange Act Rule 14a -12
Filed December 21, 2012
File No. 001 -33784

Dear Mr. Smith :

We have reviewed the above filing s and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand the
disclosure.

Please respond to this letter by amending the consent revocation  statement , by providing
the requested information, or b y advising us when you will provide the requested response.  If
you do not believe our comments apply to the Company ’s facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendmen t to the filing s and the information you provide in
response to these comments, we may have additional comments. All defined terms used in this
letter have the same meaning as in the consent revocation statement listed above unless
otherwise indicated.

1. We note the disclosure in the soliciting material filed on December 21 , 2012 regarding
the Company ’s receipt of written consent s from a stockholder of record , dated December
19, 2012 .  Given  that TPG -Axon ha d not yet filed a consent stateme nt disclosing  its three
proposals and identifying its nominees and had not yet furnished the Company ’s
stockholders with a consent card relating to its three proposals, please advise us why the
Company believes  it appropriate to conclude that the stockholder communication
received by the Company constituted written consent s to TP G-Axon’s consent
solicitation . Include in your response letter (i) a detailed legal analysis  supporting the
Company ’s conclusion, (ii) the identi ty of the stockholder of record w ho submitted the
written consen t and (iii) the number of shares of Company stock beneficially held by
such stockholder .  If the stockholder of record is an entity, please identify t he natural
person or persons who have voting and investment power over the shares.   Also tell us in

Scott F. Smith , Esq.
Covington & Burling LLP
January 4, 2013
Page 2

 your response  letter whether such natural person is an affiliate of the Company  or a
“related person, ” as that term is defined in the Instructions to Item 404(a) of Regulation
S-K.  Please also provide us a copy of the written consent s.

2. Revise the disclosure to advise stockholders that, notwithstanding the date of any TPG -
Axon consent  statement  furnished to such stockholders  or the date that any consent
furnished by TPG -Axon  to stockholders is first delivered  to the C ompany , the Company
has determined that it will not count any consents delivered to the Company after the date
that is 60 days after December 19, 2012.   Disclose that specific date.

Reasons to Reject the TPG -Axon Consent Proposals, page 4

3. Please provide support for the statement  appearing here and elsewhere in the disclosure
that TPG -Axon is “an opportunistic investor  with short -term inter ests.”

4. In the last sentence on the bottom of page 4 the Company indicates that  stockholders
should reject the TPG -Axon Consent because “TPG -Axon  is not experienced in
controlling or running an operating business .”  Provide support for such statement.  In
addition, since TPG -Axon  Group Nominees, and not TPG -Axon itself,  would serve on
the board of directors, this statement does not appear relevant to  this section ’s heading .
Please revise  the disclosure to indicate that the TPG -Axon  Group  Nominees,  and not
TPG -Axon, will serve on the board of directors  if elected .  Also explain in the disclosure
why TPG -Axon’s experience in controlling or running an operating company  is relevant
to a stockholder ’s voting decision regarding th e removal of the Company ’s directors  and
their replacement with TPG -Axon  Group  Nominees .

5. Revise the disclosure to describe the strategic plan referenced at the top of page 5 and
explain why the Company believes it will deliver long -term value to stockholders.

6. Refer to the fifth bullet point on the top of page 5.   Revise the disclosure to explain why
the vesting of restricted shares would “jeopardize the Company ’s ability to retain its
management and operating personnel .” It is unclear if this statement  is suggesting key
management and operating personnel would voluntarily terminate their employment with
the Compa ny following a c hange of control or only that the Company would have to
create other incentives to retain such individuals.

The TPG -Axon Consent Solicitation is an attempt …, page 5

7. Refer to the last sentence of the second bullet point in this section.   Please revise the
disclosure to support the statement  that the TPG -Axon  Group  “may have different
interests from, and [sic] in conflict with, the best interests of all of the Company ’s
stockholders ” given that (i) the group includes the TPG -Axon Group Nominees, who,
according to TPG -Axon’s consent statement, will all be considered independent director s
of the Company under the Company ’s Corporate Governance Guidelines, under
applicable NASDAQ rules and unde r Item 407(a) of Regulation S -K, (ii) six of the seven

Scott F. Smith , Esq.
Covington & Burling LLP
January 4, 2013
Page 3

 nominees do not currently have or have ever had any business or financial ties to TPG -
Axon or any of its affiliated funds  and (iii)  all of the nominees are subject to the same
fiduciary duties under Delaware General Corporation Law  as the current Company ’s
directors .

8. Refer to our preceding comment and the fourth bullet point in this section.  Please revise
the last sentence  to indica te that the TPG -Axon Group Nominees, and not TPG -Axon,
will serve on the b oard of directors , if elected,  and explain  why TPG -Axon’s experience
in controlling or running  an operating company is relevant to a stockholder ’s voting
decision regarding th e removal of the Company ’s directors  and their replacement with
TPG -Axon  Group  Nominees .

The Board believes that the TPG -Axon Group Nomine es are not in a position …, page 6

9. Refer to the third  bullet point in this section.   Please revise the disclosure to support the
statement  that the TPG -Axon  Group  “has no duty to act in the best interests of the
Company ’s stockhol ders” given that (i) the group includes the TPG -Axon Group
Nominees, who, according to TPG -Axon’s consent statement, will all be considered
independent director s of the Company under the Company ’s Corporate Governance
Guidelines, under applicable NASDAQ rules and unde r Item 407(a) of Regulation S -K,
(ii) six of the seven  nominees do not currently have or have ever had any business or
financial ties to TPG -Axon or any of its affiliated funds  and (iii)  all of the nominees are
subject to the same fiduciary duties under Delaware General Corporation Law  as the
current Company  directors . If the Company intended to refer to TPG -Axon as opposed to
the TPG -Axon Group, please revise the disclosure to explain why TPG -Axon’s lack of
“duty to act in the best interests of the Company ’s stockholders ” is relevant to this
section’s subheading or relevant to a stockholder ’s voting decision with respect to the
TPG -Axon Group Nominees , who do have such duties .

The approval of the TPG -Axon Consent Proposals …, page 7

10. Refer to the second bullet point  in this section .  Revise the  disclosure to clarify what is
meant by the phrase “potential mandatory ” refinancing.  How is this different than
“mandatory refinancing? ”  Does a possibility exist that the creditors would not require
refinancing upon a change of control? If so,  under what circumst ances  would refinancing
not be required ?

11. Refer to the third bullet point  in this se ction.  Quantify the “significant cash payments ”
and disclos e whether such payments are material .  If so, please explain  why the Company
considers the amount s material .

12. Refer to the last bullet point in this section.  Revise to explain why this last point is a
reason to reject  the TPG -Axon consent proposals.

Scott F. Smith , Esq.
Covington & Burling LLP
January 4, 2013
Page 4

 When Should  I return my Consent Revocation Card? Page 11

13. Revise this section to specify  the date by which consents must be received in order to be
counted.

Effectiveness of the Consents , page 1 2

14. Revise this section to specify  the date by which consents must be received in order to be
counted.

Solicitation of Consent Revocations, page 13

15. Please be advised that all written soliciting materials, including any e -mails or scripts to
be used in soliciting consents must be filed under cover of Schedule 14A on the d ate of
first use.  Refer to Rules 14a -6(b) and (c).  Please confirm your understanding.

* * *

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes 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 adequ acy 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 ch anges 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.

Please contact me at (202) 551 -3444  with any questions.

Sincerely,

/s/ Perry J. Hindin

Perry J. Hindin
Special Counsel
Office of Mergers and Acquisitions

January 3, 2013

Via E -mail
Marc Weingarten , Esq.
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022

Re: SandRidge Energy, Inc.
 Preliminary Consent Statement on Schedule 14A
Filed December 26 , 2012 by TPG -Axon Partners, LP , Dinakar Singh , et al.
Soliciting material s filed pursuant to Exchange Act Rule 14a -12
Filed November 30  and December  6, 10, 11 and  26, 2012  by TPG -Axon
Partners, LP , Dinakar Singh , et al.
File No. 00 1-33784

Dear Mr. Weingarten :

We have reviewed the filing s and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand the
disclosure.

Please respond to this letter b y amending the filing s or by providing the requested
information.  If you do not believe our comments apply to TPG -Axon ’s facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.

After reviewing any amend ment to the filing s and the information you provide in
response to these comments, we may have additional comments. All defined terms used in this
letter have the same meaning as in the consent statement listed above unless otherwise indicated.

General

1. The soliciting materials filed pursuant to Exchange Act Rule 14a -12 on December 10,
2012 reference  excerpts from and citations to several print and video media included on
the TPG -Axon sponsored website.  However, only excerpts and website links to such
media are found to the TPG -Axon sponsored website, not the underlying broadcast or
print media itself.  Please ensure that all media for which a link is listed on the TPG -
Axon  sponsored  website  is filed under the cover of Schedule 14A and properly identified
as either soliciting materials filed pursuant to Rule 14a -12 or as definitive additional
materials.  We note that TPG -Axon has included several links to website s containing a
recorded broadcast .  TPG -Axon should reduce such broadcast to writing and file  the
transcription  as soliciting material.   As a reminder, any soliciting material must be filed

Marc Weingarten , Esq.
Schulte Roth & Zabel LLP
January 3, 2013
Page 2

 with the Commission no later than the date they are first sent or given to securi ty holders.
Refer to Rules 14a -6(b), 14a -6(o) and 14a -12.

2. Refer to the preceding comment.  We remind you of TPG -Axon ’s obligation that any and
all soliciting materials comply with the requirements of Regulation 14A, including
Exchange Act Rule 14a -9.  Since TPG -Axon has chosen to use as soliciting materials the
various print and broadcast media and letters cited on its website, it must ensure the
content of all such materials comply with Rule 14a -9 and our comments 7 and 8 below.
If TPG -Axon cannot provi de a reasonable foundation supporting the statements contained
in the letters included on the TPG -Axon sponsored website and in the print and broadcast
media for which a list of links to such media are provided on the TPG -Axon sponsored
website , such content should be corrected and the list of all links to the applicable  media
should be removed.

3. Refer to our comment  1 above .  The soliciting material filed pursuant to Rule 14a -12 on
December 6 include s a reference to “links to various securities filings on Schedules 13D
and 14A filed by TPG -Axon…”  but does not identify  the specific filings or include the
contents  of such filings .  Please ensure that all soliciting materials referenced in the
December 6 filing, includ ing the materials contained in the filings referenced in the
December 6 filing, are filed under the cover of Schedule 14A and properly identified as
soliciting materials filed pursuant to Rule 14a -12 or as definitive additional materials.

Why Are We Soliciting Your Consent? Page 6

4. Refer to the last two sentences of this section and the fifth paragraph on page 14.
Exchange Act Rules 14a -4(a)(3) and 14a -4(b)(1) are intended to provide a means for
shareholders to communicate their views to the board of directors on “each separate
matter ” to be acted upon.  While Proposal No. 1 seeks stockholder consent to amend the
Company ’s bylaws, such amendment appear s to include separate corporate governance
matters  unrelated to TPG -Axon ’s objective of replacing  the current board of di rectors,
e.g., the de -staggering of the board  and the fixing of the size of the board .  While not
directly on point, refer to the discussion in the Division of Corporation Finance:  Manual
of Publicly Available Telephone Interpretations (Fifth Supplement, September 2004),
including the  examples of effected charter or bylaw provisions that generally would be
required to be set out as separate proposals in merger and acquisition transactions .  Please
consider unbundling Proposal No. 1.  If you believe certain  of the items in Proposal No. 1
need not be set out as separate matters, please explain why in your response letter.   Please
note that TPG -Axon may condition the action to be taken in connection with the approval
of each proposal on shareholder approval of  the other proposals.

If the Consent Solicitation is Successful …, page 6

5. Disclosure in this section indicates that “[b]ased on the Company ’s Quarterly Report on
Form 10 -Q filed with the SEC on November 9, 2012, as of September 30, 2012,

Marc Weingarten , Esq.
Schulte Roth & Zabel LLP
January 3, 2013
Page 3

 approximately $4. 3 million of the Company ’s senior notes were outstanding, the
repayment of which, if required, will not materially impact the Company.”   It is our
understanding that the Company has $4.3 billion (not million) in debt and that the
Company ’s indentures requi re that the Company offer to purchase the $4.3 billion of
outstanding senior notes if the Board is replaced.  Based on our understanding,  the
assertion that the repayment of such level of indebtedness will not materially impact the
Company appears incorrec t.  Please advise or revise as appropriate.

6. Disclosure in this section also indicates that “ [u]pon a ‘Change in Control, ’ the
Compensation Committee of the Board may (i) provide that a participant ’s unexercised
awards will terminate immediately prior to the consummation of the “Change in Control ”
unless exercised and/or (ii) provide that outstanding awards shall become exercisable, or
restrictions applicable to an award shall lapse, before the ‘Chan ge in Control. ’”  This
statement appears to imply that the Compensation Committee may take certain actions to
limit the Company ’s employees ’ ability to realize on equity awards upon a change of
control.  However, based on our review of the Company ’s public  filings, the Company
has not issued options to its employees and has only issued restricted stock awards under
its incentive stock plan, which vest automatically and immediately upon a change of
control without any action on the part of the Compensation C ommittee or the Board.
Please provide support for the statement or revise the disclosure to remove the
unsupported implication.

Reasons for the Solicitation, page 11

7. We note that the filing persons  have made statement s in their soliciting materials that
appear to impugn the character, integrity or personal reputation of the Company ’s
management and board of directors , all without adequate factual foundation .  The
following problematic statements  are representative of those that appear on pages  6, 10
and 11 of the consent solicitation statement , in the other soliciting material noted below
and in the various media links cited on the TPG -Axon sponsored website :
 “This destruction of stockholder value has been caused by poor and erratic strategic
decisions, reckless spending, and a culture of cronyism and waste that has drained
value from the Company. ”
 The heading “Strategic Incoherence and Unpredictability” and the text thereafter:
“The most common explanation for the poor valuation and performance of the st ock
are concerns regarding management strategy and focus.  To the investment
community, SandRidge has often appeared to behave in a reckless and unpredictable
manner, and analysts have little confidence in what the company will look like in the
future. ”  Based on our review of multiple analyst statements made in November and
December 2012, it appears many analysts have been complimentary of management ’s
performance.  Such statement, including the reference to “investment community”
implies that more than a majority of analysts have reached this conclusion.  Please
provide definitive support for such implication, including disclosure in the consent
statement that provides both support and context, or remove the offending  statement s.

Marc Weingarten , Esq.
Schulte Roth & Zabel LLP
January 3, 2013
Page 4

  “Management has shown eith er an inability or a disinterest in realistically assessing
its funding needs, having consistently underestimated its spending and capex levels in
public disclosures. ”
 The heading “ Reckless Spending and Lack of Financial Discipline ” and the text
thereafter : “Separate from major strategic missteps, the Company has been an
insatiable spender regarding acquisition of acreage and capital expenditures.  Budgets
have been exceeded substantially, damaging management credibility, and creating
concerns that manageme nt is financially reckless.  As a result, the Company ’s
finances are persistently precarious, and this has repeatedly left the Company highly
vulnerable to economic and market risk.  In general, the problem has been a complete
lack of discipline in terms o f capital expenditures and investment. ”  Based on our
review of multiple analyst statements made in November and December 2012, it
appears many analysts have been complimentary of management ’s performance as
opposed to the conclusion that management is “fi nancial ly reckless.”  Please provide
definitive support, including examples, for such statements.
 The heading “Appa lling Corporate Governance and Greed” and the text thereafter:
“Even to this day, Mr. Ward and his son actively compete with the Company in the
acquisition/lease of mineral rights, and have repeatedly front -run the Company by
acquiring such rights, and then ‘flipping ’ them to the Company within weeks and
months.  This mismanagement and self -dealing have been detrimental to Company
stockholders and we believe that the Board ’s direct or indirect approval of these
actions evidences its inability to protect stockholder interests and capital as currently
composed. ”  Similar language is found in the second to last paragraph of the
December 24 letter filed as soliciting material on December 26, 2012.   Please a dvise
us of the basis for the claim that Mr. Ward either actively competes with the
Company or has “front -run” the Company.   It is our understanding that:
o Mr. Ward has no economic, management or other interest in WCT Resources
L.L.C.
o Mr. Ward ’s adult son manages WCT Resources independently.
o WCT Resources has advised the Company that it is in the business of buy ing and
selling oil and gas properties, it has sold properties to a number of oil and gas
companies, and that the few transactions it has engaged in with the Company  are
not a material part of its or the Company ’s activity.
o Although WCT Resources is indep endent from Mr. Ward and from the Company ,
the applicable rules governing related party transactions apply to transactions
between a company and an immediate family member.
o The Company  has treated all transactions between WCT Resources and the
Company under its rela ted party transaction policy and, where required, such
transactions have been presented to, reviewed by and approved by, the members
of the Board (other than Mr. Ward), and disclosed as related party transactions in
the Company ’s public  reports.

In light  of above, please provide support for the claim that Mr. Ward either actively
competes with the  Company or has “front -run” the Company and that the land

Marc Weingarten , Esq.
Schulte Roth & Zabel LLP
January 3, 2013
Page 5

 transactions in question have been detrimental to Company stockholders.
Alternatively, revise such dis closure to reflect  only what can be supported by
adequate factual foundation .
 “We believe that the Board must be held responsible for this record of incoherent
strategic direction, obscene management compensation and perquisites, self -
interested transactio ns and abysmal stock performance. ”
 “…your reign of value destruction.” (December 24, 2012 letter filed as soliciting
material on December 26 ).
 “[S]hareholders choose to heavily discount the value of cash, when that cash is placed
in Mr. Ward ’s hands…these fears are not misplaced, given Mr. Ward ’s history of
siphoning value from the company.” (the December 24, 2012 letter filed as soliciting
material on December 26)  The same paragraph further suggests that cash will end up
“in Mr. Ward ’s pocket” and both cl aims are preceded by a statement that the
Company ’s stock dropped by 5% following the announcement of the Company ’s sale
of Permian Basin assets, implying that the movement in the Company ’s stock price
reflected broad stockholder concern about Mr. Ward ’s use of cash.  Please either
provide a basis for such statements and the resulting implication or file appropriate
corrective disclosure.
 TPG -Axon describes the Company ’s acquisition of Dynamic Offshore Resources,
LLC as an “accounting gimmick.”   (the Novemb er 30, 2012 letter filed as soliciting
material on the same date)

In addition to our comments noted above relating to the specific statements, p lease do not
use these or similar statements in the soliciting materials without providing a proper
factual fou ndation for the statements.  In addition, as to matters for which the filing
persons do have a proper factual foundation, please avoid making statements about those
matters that go beyond the scope of what is reasonably supported by the factual
foundation.   Please note that characterizing a statement as one’s opinion or belief does
not eliminate the need to provide a proper factual foundation for the statement; there must
be a reasonable basis for each opinion or belief that the filing persons express.  Ple ase
refer to Note (b) to Rule 14a -9.  To the extent the filing persons are unable to provide
adequate support, please file appropriate corrective disclosure and refrain from including
such statements in future soliciting materials.

8. Please characterize each statement or assertion of opinion or belief as such, and ensure
that a reasonable factual basis for each opinion or belief exists.  Support for opinions or
beliefs should be self -evident, disclosed in your materials or provided to the staff on a
supplemental basis with a view toward disclosure.  In addition, as to matters for which
you do have a proper factual foundation, please avoid making statements about those
matters that go beyond the scope of what is reasonably supported by t he factual
foundation.  To the extent the filing persons are unable to provide adequate support,
please file appropriate corrective disclosure and refrain from including such statements in
future soliciting materials.  The following statements are represen tative of those that
appear on pages 6, 10 and 11 of the consent solicitation statement , in the other soliciting

Marc Weingarten , Esq.
Schulte Roth & Zabel LLP
January 3, 2013
Page 6

 material noted below and in the various media links cited on the TPG -Axon sponsored
website, which at a minimum, must be supported on a supplemental basis, or require both
supplemental support and recharacterization as statements of belief or opinion.   In
addition, please note our additional comments on specific statements below.
 “SandRidge stock …trades at extremely low valuation, and has among the highest cost
of debt capital of any meaningful U.S. energy company .”  (page 6) Support for this
statement  should include revised

CORRESP
1
filename1.htm

Morgan Stanley & Co. LLC

April 16, 2012

H. Roger Schwall

Assistant Director

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E. Washington, D.C. 20549

Re:

SandRidge   Mississippian Trust II

Registration   Statement on Form S-1

Registration   No. 333-178894

SandRidge   Energy, Inc.

Registration   Statement on Form S-3

Registration   No. 333-178894-1

Ladies and Gentlemen:

In connection with the above-captioned Registration Statement and pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, we wish to advise that as of the date hereof, 3,792 copies of the Preliminary Prospectus dated April 6, 2012 have been distributed to prospective underwriters, institutional investors, retail investors and others.

The undersigned advise that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

We hereby join in the request of the registrant that the effectiveness of the above-referenced Registration Statement, as amended, be accelerated to 2:00 p.m., Eastern time, on April 17, 2012 or as soon thereafter as practicable.

Very truly yours,

Morgan Stanley & Co. LLC

Raymond James & Associates, Inc.

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

As Representatives of the Several Underwriters

Morgan Stanley & Co. LLC

By:

/s/   Ashley MacNeill

Name:  Ashley MacNeill

Title:  Vice President

CORRESP
1
filename1.htm

SandRidge Energy, Inc.

Via EDGAR and Facsimile

April 16, 2012

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attention:      H. Roger Schwall

Assistant Director

Re:                             SandRidge Mississippian Trust II

Registration Statement on Form S-1

File No. 333-178894

SandRidge Energy, Inc.

Registration Statement on Form S-3

File No. 333-178894-01

Ladies and Gentlemen:

We hereby request that the above-referenced Registration Statement on Form S-1 and Form S-3, as amended, be declared effective by the United States Securities and Exchange Commission (the “Commission”) on Tuesday, April 17, 2012 at 2:00 p.m. (local time) or as soon as practical thereafter.

Through this letter, we hereby acknowledge 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 to delegated authority, in declaring the filing effective, does not relieve either SandRidge Mississippian Trust II or SandRidge Energy, Inc. from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·                  neither SandRidge Mississippian Trust II nor SandRidge Energy, Inc. may 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.

Should you have any questions or comments regarding the foregoing, please call David H. Engvall at Covington & Burling LLP at (202) 662-5307.

Sincerely,

SandRidge   Mississippian Trust II

By:   SandRidge Energy, Inc.

By:

/s/   Philip T. Warman

Philip   T. Warman

Senior   Vice President and General
   Counsel

SandRidge   Energy, Inc.

By:

/s/   Philip T. Warman

Philip   T. Warman

Senior   Vice President and General
   Counsel

[Signature Page to Acceleration Request]

2

CORRESP
1
filename1.htm

SandRidge Energy, Inc.

Via EDGAR and Electronic Mail Delivery

April 3, 2012

H. Roger Schwall

Assistant Director

Division of Corporation Finance

United States Securities and Exchange Commission

Washington, D.C. 20549

Re:                             SandRidge Mississippian Trust II
 Amendment No. 2 to Registration Statement on Form S-1

Filed March 15, 2012

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

Filed March 28, 2012

File No.  333-178894

SandRidge Energy, Inc.

Amendment No. 2 to Registration Statement on Form S-3

Filed March 15, 2012

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

Filed March 28, 2012

File No.  333-178894-01

Dear Mr. Schwall:

Set forth below is the response of SandRidge Mississippian Trust II, a Delaware statutory trust (the “trust”), and SandRidge Energy, Inc., a Delaware corporation (“SandRidge” or the “Company,” and, together with the trust, “we,” “us” or “our”), to the comment received from the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) by letter dated April 2, 2012, with respect to Amendment Nos. 2 and 3 to the Registration Statement on Form S-1 and Form S-3 (File Nos. 333-178894 and 333-178894-01), filed with the Commission on March 15, 2012 and March 28, 2012, respectively (as so amended, the “Registration Statement”).

We plan to file through EDGAR Amendment No. 4 to the Registration Statement (“Amendment No. 4”) on or about April 5, 2012.  For your convenience, once Amendment No. 4 is filed, we will hand deliver four complete copies of Amendment No. 4, as well as four copies of Amendment No. 4 that are marked to show all changes made since the filing of Amendment No. 2 to the Registration Statement.

For your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text.  Unless otherwise specified, all references to page numbers and captions will correspond to the prospectus included as part of Amendment No. 4.

Amendment No. 2 to Joint Registration Statement on Form S-1 and Form S-3

Description of the Trust Agreement, page 85

Dispute Resolution, page 90

1.                                      We note your disclosure that any dispute, controversy or claim that may arise between SandRidge and the trustee relating to the trust will be submitted to binding arbitration.  With the amendment you filed on March 15, 2012, you filed the trust agreement for the first time as an exhibit.  In that regard, it appears that the related provisions in Article XI of your Amended and Restated Trust Agreement also constrain the unitholders to agree to arbitration relating to those matters.

Please describe to us the impact, if any, that Article XI would have on the ability of trust unitholders to seek remedies outside of the arbitration process.  In your response, please be sure to address whether there would be any impact on those persons who purchase trust units in the initial public offering with respect to any disputes or claims relating to the federal securities laws.

Response:

As discussed with the Staff by telephone, the Amended and Restated Trust Agreement will be revised to remove all relevant references to unitholders from the arbitration provisions in Article 11 of the agreement.  We have attached an excerpt from the revised form of Amended and Restated Trust Agreement, marked to show the changes being made to Article 11 thereof.  We plan to file a revised form of the Amended and Restated Trust Agreement, reflecting these changes, as an exhibit to upcoming Amendment No. 4.

As a result of the above-described changes, the Amended and Restated Trust Agreement will not constrain unitholders to agree to arbitration relating to any matters.  Further, in response to the Staff’s questions, revised Article XI of the Amended and Restated Trust Agreement will not restrict the ability of trust unitholders to seek direct remedies outside of the arbitration process, including seeking remedies with respect to disputes or claims relating to the federal securities laws.

* * * * * *

2

Thank you for your prompt attention to the foregoing.  Kindly direct any questions you may have with respect to this letter or the Registration Statement, including Amendment No. 4 thereto once it has been filed, to David H. Engvall at Covington & Burling LLP at (202) 662-5307.

Very   truly yours,

SandRidge   Mississippian Trust II

By:

SandRidge   Energy, Inc.

By:

/s/   Philip T. Warman

Philip   T. Warman

Senior   Vice President and General Counsel

SandRidge   Energy, Inc.

By:

/s/   Philip T. Warman

Philip   T. Warman

Senior   Vice President and General Counsel

cc:     David H. Engvall, Covington & Burling LLP

Matthew R. Pacey, Vinson & Elkins L.L.P.

David P. Oelman, Vinson & Elkins L.L.P.

3

Excerpt from Revised Form of Amended and Restated Trust Agreement(1)

ARTICLE XI

ARBITRATION

THE TRUST UNITHOLDERS, TRUSTEE AND SANDRIDGE AGREE THAT, EXCEPT AS PROVIDED IN PARAGRAPH (I) OF THIS ARTICLE XI, ANY DISPUTE, CONTROVERSY OR CLAIM THAT MAY ARISE BETWEEN OR AMONG SANDRIDGE (ON THE ONE HAND) AND THE TRUST OR THE TRUSTEE (ON THE OTHER HAND) IN CONNECTION WITH OR OTHERWISE RELATING TO THE TRANSACTION DOCUMENTS TO WHICH THE TRUST IS A PARTY, OR THE APPLICATION, IMPLEMENTATION, VALIDITY OR BREACH OF THE TRANSACTION DOCUMENTS TO WHICH THE TRUST IS A PARTY OR ANY PROVISION OF THE TRANSACTION DOCUMENTS TO WHICH THE TRUST IS A PARTY (INCLUDING, WITHOUT LIMITATION, CLAIMS BASED ON CONTRACT, TORT OR STATUTE), SHALL BE FINALLY, CONCLUSIVELY AND EXCLUSIVELY SETTLED BY BINDING ARBITRATION IN OKLAHOMA CITY, OKLAHOMA IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES (THE “RULES”) OF THE AMERICAN ARBITRATION ASSOCIATION OR ANY SUCCESSOR THERETO (“AAA”) THEN IN EFFECT. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TRUST UNITHOLDERS,  THE TRUSTEE (ON BEHALF OF ITSELF AND ON BEHALF OF THE TRUST), THE DELAWARE TRUSTEE AND SANDRIDGE HEREBY EXPRESSLY WAIVE THEIR RIGHT TO SEEK REMEDIES IN COURT, INCLUDING, WITHOUT LIMITATION, THE RIGHT TO TRIAL BY JURY, WITH RESPECT TO ANY MATTER SUBJECT TO ARBITRATION PURSUANT TO THIS ARTICLE XI. THE TRUST UNITHOLDERS, TRUSTEE AND SANDRIDGE MAY BRING AN ACTION, INCLUDING, WITHOUT LIMITATION, A SUMMARY OR EXPEDITED PROCEEDING, IN ANY COURT HAVING JURISDICTION, TO COMPEL ARBITRATION OF ANY DISPUTE, CONTROVERSY OR CLAIM TO WHICH THIS ARTICLE XI APPLIES. EXCEPT WITH RESPECT TO THE FOLLOWING PROVISIONS (THE “SPECIAL PROVISIONS”) WHICH SHALL APPLY WITH RESPECT TO ANY ARBITRATION PURSUANT TO THIS ARTICLE XI, THE INITIATION AND CONDUCT OF ARBITRATION SHALL BE AS SET FORTH IN THE RULES, WHICH RULES ARE INCORPORATED IN THIS AGREEMENT BY REFERENCE WITH THE SAME EFFECT AS IF THEY WERE SET FORTH IN THIS AGREEMENT.

(a)           In the event of any inconsistency between the Rules and the Special Provisions, the Special Provisions shall control. References in the Rules to a sole arbitrator shall be deemed to refer to the tribunal of arbitrators provided for under subparagraph (c) below in this Article XI.

(b)           The arbitration shall be administered by AAA.

(c)           The arbitration shall be conducted by a tribunal of three arbitrators. Within ten days after arbitration is initiated pursuant to the Rules, the initiating party or parties (the “Claimant”) shall send written notice to the other party or parties (the “Respondent”), with a

(1)  To be filed as Exhibit 4.2 to Amendment No. 4 to the Registration Statement.

copy to the Oklahoma City, Oklahoma office of AAA (if no such office exists, to the Dallas, Texas office of AAA), designating the first arbitrator (who shall not be a representative or agent of any party but may or may not be an AAA panel member and, in any case, shall be reasonably believed by the Claimant to possess the requisite experience, education and expertise in respect of the matters to which the claim relates to enable such person to completely perform arbitral duties). Within ten days after receipt of such notice, the Respondent shall send written notice to the Claimant, with a copy to the Oklahoma City, Oklahoma office of AAA (if no such office exists, to the Dallas, Texas office of AAA) and to the first arbitrator, designating the second arbitrator (who shall not be a representative or agent of any party, but may or may not be an AAA panel member and, in any case, shall be reasonably believed by the Respondent to possess the requisite experience, education and expertise in respect of the matters to which the claim relates to enable such person to competently perform arbitral duties). Within ten days after such notice from the Respondent is received by the Claimant, the Respondent and the Claimant shall cause their respective designated arbitrators to select any mutually agreeable AAA panel member as the third arbitrator. If the respective designated arbitrators of the Respondent and the Claimant cannot so agree within said ten day period, then the third arbitrator will be determined pursuant to the Rules. For purposes of this Article XI, SandRidge (on the one hand) and the Trust and the Trustee (on the other hand) shall each be entitled to the selection of one arbitrator. Prior to commencement of the arbitration proceeding, each arbitrator shall have provided the parties with a resume outlining such arbitrator’s background and qualifications and shall certify that such arbitrator is not a representative or agent of any of the parties. If any arbitrator shall die, fail to act, resign, become disqualified or otherwise cease to act, then the arbitration proceeding shall be delayed for 15 days and the party by or on behalf of whom such arbitrator was appointed shall be entitled to appoint a substitute arbitrator (meeting the qualifications set forth in this Article XI) within such 15-day period; provided, however, that if the party by or on behalf of whom such arbitrator was appointed shall fail to appoint a substitute arbitrator within such 15-day period, the substitute arbitrator shall be a neutral arbitrator appointed by the AAA arbitrator within 15 days thereafter.

(d)           All arbitration hearings shall be commenced within 120 days after arbitration is initiated pursuant to the Rules, unless, upon a showing of good cause by a party to the arbitration, the tribunal of arbitrators permits the extension of the commencement of such hearing; provided, however, that any such extension shall not be longer than 60 days.

(e)           All claims presented for arbitration shall be particularly identified and the parties to the arbitration shall each prepare a statement of their position with recommended courses of action. These statements of position and recommended courses of action shall be submitted to the tribunal of arbitrators chosen as provided hereinabove for binding decision. The tribunal of arbitrators shall not be empowered to make decisions beyond the scope of the position papers.

(f)            The arbitration proceeding will be governed by the substantive laws of the State of Delaware and will be conducted in accordance with such procedures as shall be fixed for such purpose by the tribunal of arbitrators, except that (i) discovery in connection with any arbitration proceeding shall be conducted in accordance with the Federal Rules of Civil Procedure and applicable case law, (ii) the tribunal of arbitrators shall have the power to compel discovery and (iii) unless the parties otherwise agree and except as may be provided in this Article XI, the arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16, to the

exclusion of any provision of state law or other applicable law or procedure inconsistent therewith or which would produce a different result. The parties shall preserve their right to assert and to avail themselves of the attorney-client and attorney-work-product privileges, and any other privileges to which they may be entitled pursuant to applicable law. No party to the arbitration or any arbitrator may compel or require mediation and/or settlement conferences without the prior written consent of all such parties and the tribunal of arbitrators.

(g)           The tribunal of arbitrators shall make an arbitration award as soon as possible after the later of the close of evidence or the submission of final briefs, and in all cases the award shall be made not later than thirty days following submission of the matter. The finding and decision of a majority of the arbitrators shall be final and shall be binding upon the parties. Judgment upon the arbitration award or decision may be entered in any court having jurisdiction thereof or application may be made to any such court for a judicial acceptance of the award and an order of enforcement, as the case may be. The tribunal of arbitrators shall have the authority to assess liability for pre-award and post-award interest on the claims, attorneys’ fees, expert witness fees and all other expenses of arbitration as such arbitrators shall deem appropriate based on the outcome of the claims arbitrated. Unless otherwise agreed by the parties to the arbitration in writing, the arbitration award shall include findings of fact and conclusions of law.

(h)           Nothing in this Article XI shall be deemed to (i) limit the applicability of any otherwise applicable statute of limitations or repose or any waivers contained in this Agreement, (ii) constitute a waiver by any party hereto of the protections afforded by 12 U.S.C. § 91 or any successor statute thereto or any substantially equivalent state law, (iii) restrict the right of the Trustee to make application to any state or federal district court having jurisdiction in Oklahoma City, Oklahoma, to appoint a successor Trustee or to request instructions with regard to any provision in this Agreement when the Trustee is unsure of its obligations thereunder, or (iv) apply to the Delaware Trustee.

(i)            Neither the Trust nor the Trustee shall participate in any class action brought against SandRidge by any Person who is not a Trust Unitholder and the Trustee shall opt out of any such class action in which the Trust is a purported class member; provided that the Trust may participate in any such action brought by Trust Unitholders or in which such participation by the Trust is approved by the vote of a Unit Majority at a duly called and held meeting of the Trust Unitholders in accordance with Section 8.02.

April 2, 2012

 Via E-mail

Michael J. Ulrich SandRidge Mississippian Trust II c/o The Bank of New York Mellon Trust Company, N.A.
919 Congress Avenue, Suite 500 Austin, Texas  78701  Via E-mail

Tom L. Ward Chairman and Chief Executive Officer SandRidge Energy, Inc. 123 Robert S. Kerr Avenue Oklahoma City, Oklahoma  73102
Re: SandRidge Mississippian Trust II
Amendment No. 2 to Registrati on Statement on Form S-1
Filed March 15, 2012 Amendment No. 3 to Registrati on Statement on Form S-1
Filed March 28, 2012
  File No. 333-178894    SandRidge Energy, Inc.   Amendment No. 2 to Registra tion Statement on Form S-3
  Filed March 15, 2012
  Amendment No. 3 to Registra tion Statement on Form S-3
  Filed March 28, 2012   File No. 333-178894-01

Dear Messrs. Ulrich and Ward:

We have reviewed your amended registra tion statement 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 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.

SandRidge Mississippian Trust II SandRidge Energy, Inc. April 2, 2012 Page 2

 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments, we may have additional comments.
 Amendment No. 2 to Joint Registration Statement on Form S-1 and Form S-3

 Description of the Trust Agreement, page 85

 Dispute Resolution, page 90

 1. We note your disclosure that any dispute, c ontroversy or claim that may arise between
SandRidge and the trustee relating to the trus t will be submitted to binding arbitration.
With the amendment you filed on March 15, 2012, you filed the trust agreement for the
first time as an exhibit.  In that regard, it appears that the related provisions in Article XI
of your Amended and Restated Trust Agreement also constrain the unitholders to agree to
arbitration relating to those matters.

Please describe to us the impact, if any, that Article XI would have on the ability of trust
unitholders to seek remedies out side of the arbitration proces s.  In your response, please
be sure to address whether there would be  any impact on those persons who purchase
trust units in the initial public offering with respect to any disputes or claims relating to
the federal securities laws.
 Closing Comments

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes 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 disc losure, 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 pr ovide a written statement from the company
acknowledging that:
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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

SandRidge Mississippian Trust II SandRidge Energy, Inc. April 2, 2012 Page 3

 • the company may not assert staff comments a nd 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 re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 Please contact Norman von Holtzendorff at (202) 551-3237 or, in his absence, Timothy
S. Levenberg, Special Counsel, at (202) 551-3707 with any questions.

Sincerely,
   /s/H. Roger Schwall
H. Roger Schwall Assistant Director

February 23, 2012

 Via E-mail

Michael J. Ulrich SandRidge Mississippian Trust II c/o The Bank of New York Mellon Trust Company, N.A.
919 Congress Avenue, Suite 500 Austin, Texas  78701  Via E-mail

Tom L. Ward Chairman and Chief Executive Officer SandRidge Energy, Inc. 123 Robert S. Kerr Avenue Oklahoma City, Oklahoma  73102
Re: SandRidge Mississippian Trust II
Amendment No. 1 to Registrati on Statement on Form S-1
Filed February 8, 2012
  File No. 333-178894    SandRidge Energy, Inc.   Amendment No. 1 to Registra tion Statement on Form S-3
  Filed February 8, 2012   File No. 333-178894-01

Dear Messrs. Ulrich and Ward:

We have reviewed your amended registra tion statement 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 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 re gistration statement and the information you
provide in response to these comments, we may have additional comments.

SandRidge Mississippian Trust II SandRidge Energy, Inc. February 23, 2012 Page 2

 Joint Registration Statement on Form S-1 and Form S-3

 General

 1. We remind you to comply with comments 2 through 8 and comment 12 from our letter to
you dated February 3, 2012.  With regard to prior comment 7, please revise the exhibit
index to identify precisely when and with what filing the referenced exhibits were
“previously filed.”  We also remind you to co mply with prior comment  13 with regard to
updating for the most recent four quarters once the information becomes available.
  2. With a view toward revised disclosure, please  explain to us why you suggest in response
to prior comment 9 that “there is a question, in our view, as to whether the trust is a
‘finite-life entity’.”  In that regard, we note th e disclosure at page 2 that the “trust will
dissolve and begin to liquidate on December 31, 2031 (such date is referred to as the
‘Termination Date’) and will soon thereafter wind up its affairs and terminate.”  See also
Item 901(b)(1) of Regulation S-K.
3. We note your response to prior comment 9.  Pl ease give effect to Section II.B.2 of
Release 33-6900, including Sect ion II.B.2.i, as applicable.

Summary, page 1

 Calculation of Target Distributions, page 8

 4. We are still reviewing your supplementa l reserve report submission and may have
additional comments.
 Risk Factors, page 20

 5. Please eliminate from this section language  which mitigates the risk you discuss.
Examples include “the use of hedging arrang ements limits the downside risk of price
declines” (page 28) and “SandRi dge intends to obtain and maintain insurance coverage it
deems appropriate” (page 33).  See prior comment 14.
 Drilling for and producing oil and natural gas on the Underlying Properties are high risk
activities…page 20
 6. We note that your statement that “wells drille d in the Mississippian formation in the AMI
typically produce a large vol ume of water, which requires the drilling of saltwater
disposal wells.”  Please expl ain to us the procedures you us e to recognize the capital well
costs and the SWD operating costs in your proved and probable reserve evaluation.
Please direct us to these costs’ locations in your reserve report.

SandRidge Mississippian Trust II SandRidge Energy, Inc. February 23, 2012 Page 3

 Notes to Unaudited Pro Forma Fi nancial Information, page F-17

 Pro Forma Supplemental Oil and Natural Gas Reserve… page F-21

 7. Please expand your disclosure here to explai n the 2011 revisions to your proved reserves.
Refer to FASB ASC Paragraph 932-235-50-5.
 8. Please amend your document to disclo se the 2011 changes – revisions,
acquisition/divestment, discovery/extension, co nversion to developed status – to your
proved undeveloped reserves.  Include th e capital you expended for conversion to
developed status.  Refer to Item 1203 of Regulation S-K.
 Closing Comments

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes 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 disc losure, 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 pr ovide a written statement from the company
acknowledging that:
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 a nd 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 re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

SandRidge Mississippian Trust II SandRidge Energy, Inc. February 23, 2012 Page 4

 You may contact Ronald Winf rey, Petroleum Engineer, at (202) 551-3704 if you have
questions regarding comments on engineering matte rs.  Please contact Norman von Holtzendorff
at (202) 551-3237 or, in his abse nce, Timothy S. Levenberg, Sp ecial Counsel, at (202) 551-3707
with any other questions.
Sincerely,
   /s/H. Roger Schwall
H. Roger Schwall Assistant Director

February 3, 2012

 Via E-mail

Michael J. Ulrich SandRidge Mississippian Trust II c/o The Bank of New York Mellon Trust Company, N.A.
919 Congress Avenue, Suite 500 Austin, Texas  78701  Via E-mail

Tom L. Ward Chairman and Chief Executive Officer SandRidge Energy, Inc. 123 Robert S. Kerr Avenue Oklahoma City, Oklahoma  73102
Re: SandRidge Mississippian Trust II
Registration Statement on Form S-1 Filed January 5, 2012
  File No. 333-178894    SandRidge Energy, Inc.   Registration Statement on Form S-3   Filed January 5, 2012   File No. 333-178894-01

Dear Messrs. Ulrich and Ward:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de 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 re gistration statement and the information you
provide in response to these comments, we may have additional comments.

SandRidge Mississippian Trust II SandRidge Energy, Inc. February 3, 2012 Page 2

 Joint Registration Statement on Form S-1 and Form S-3

 General

 1. Please furnish to us the petroleum engineer ing reports you used as the basis for your
December 31, 2011 proved and probable reserv e disclosures, including the following:
 a) One-line recaps in spread sheet format
 for each property sorted by field within each
reserve category including the dates of first booking and estimated first production for
your proved undevelope d properties;
b) Total company summary income forecast schedules for each proved reserve category
with proved developed segregated into producing and non-produc ing properties;
c) Individual income forecasts for all the wells/locations in the proved developed and
proved undeveloped categories;
d) Engineering exhibits (e.g. maps, rate/time pl ots, volumetric calculations, analogy well
performance) for each of the three largest wells/locations in the proved developed and proved undeveloped categories (six  entities in all) as well as the AFE for each of the
three PUD properties.  Please ensure that the decline parameters, EURs and cumulative production figures are pr esented on the rate/time plots.

Please direct these engineering items to:
U.S. Securities and Exchange Commission 100 F Street NE Washington, DC  20549-4628 Attn:  Ronald M. Winfrey
 2. When comments also could apply to similar or  related disclosure that appears elsewhere
in the same or another section, please make pa rallel changes to all affected disclosure.
This will eliminate the need for us to repeat similar comments.
 3. If a numbered comment in this letter raises  more than one question, ensure that you fully
respond to each question.  Make sure that your letter of response  indicates precisely
where responsive disclosure to each number ed comment and each point may be found in
the marked version of the amendment.
4. In the amended registration statement, please fill in all blanks other than the information
that Rule 430A permits you to omit.  For ex ample, we note your disclosure on pages 2
and 51 relating to the percentage of the ta rget distributions th at will be hedged.

5. Please provide for our review and possible co mment any graphics or other artwork you
propose to include in the prospectus.

SandRidge Mississippian Trust II SandRidge Energy, Inc. February 3, 2012 Page 3

 6. Please inform us when the amount of co mpensation allowable or payable to the
underwriters has received clearance by FI NRA.  Prior to requesting accelerated
effectiveness, please be sure to provide us with a copy of the FINRA no objections letter.

7. We note that you have not provided most of your  exhibits.  With th e next amendment or
as soon as practicable thereafte r, please file all material exhibits, including the legality
and tax opinions, in order to facilitate our  review. Similarly, provide us with all
promotional and sales materials prior to their use.  Once you file the exhibits and provide
the materials, we will need sufficient time to complete our review and may have additional comments.
8. You do not yet provide a range for the potential  offering price per share.  Because other,
related disclosure likely will be derived from the midpoint of the range, we remind you to
provide the range once it becomes available so  that you will have time to respond to any
resulting staff comments.  In th at regard, be sure to provide a more pr ecise discussion in
the Use of Proceeds section, including the a ggregate amount of the referenced “drilling
obligation” and the particulars regarding a ny deemed “partial consideration” for the
Perpetual Royalties.
9. Revise the prospectus to ensure that you gi ve effect to Securiti es Act Release 33-6900.
As examples only, we refer you to Sections II.A.3.f and III.B.2.  Be sure to provide
updated narrative and tabular pr ior performance information.

10. Please provide the complete disclosure that Items 401, 402, and 404 of Regulation S-K
require.  With regard to Item 402 disclosure , clearly quantify and discuss any material
direct or indirect compensation each listed individual receives from the trust or from
SandRidge Energy for work related to the trus t.  If you omit any of the disclosure Form
S-1 would otherwise require, please explain in necessary de tail why you believe any such
information would not be required, and direct the reader to comparable disclosure, if
applicable.
Important Notice About Information In This Prospectus, page i

11. You indicate in this section that the reader “should not rely” on certain information.
However, that statement does not appear to gi ve full effect to the reference in the last
paragraph on page 43 regarding disclosu re provided in Exchange Act filings by
SandRidge Energy.  Please  revise accordingly.

Prospectus Cover Page
 12. We note your disclosure that you intend to  list your common units on the New York
Stock Exchange.  Please provide us with update d information regarding the status of the
application.

SandRidge Mississippian Trust II SandRidge Energy, Inc. February 3, 2012 Page 4

 Target Distributions an d Subordination and Incentive Thresholds, page 4

 13. You provide target distributions for each qua rter beginning with th e first quarter of 2012,
and you set forth on page 57 the amount of pro forma distributable income for the nine-
month period ended September 30, 2011, in the a ggregate and on a per-un it basis.  If  you
have also calculated amounts on a quarterl y basis for each quarte r in the nine-month
period, disclose that information in tabular form  as well.  If prior to  effectiveness of the
registration statement and as a result of the passage  of time you have available the most
recent four quarters, expand your prospectus disclosure to provide that additional information.
 Risk Factors, page 20

14. You currently provide 23 pages of risk factors.   Please revise to pres ent the material risks
more concisely, tailoring th e risks to your precise circumstances and eliminating
extraneous or mitigating language.  Examples of language that should be removed include some clauses that begin “although,” “w hile,” or “however” and statements that
you can “provide no assurance” about a particular outcome.
15. Ensure that the captions and text  clearly identify the pa rticular risk to you or to investors.
For example, please see “There has been no public market for the common units, etc.”
Also, the risk factor “A trust unitholder w hose units are loaned to a ‘short seller’”
presumably is not a material risk for the vast ma jority of investors.  If you retain it, revise
the last sentence so that it is not providing direction on how to minimize the identified
risk.
 Targeted Distributions and Subor dination and Incentive Thresholds

 Unaudited Pro Forma Distributable Income, page 57

 16. We note from your disclosure here and fr om the pro forma financial information
presented on page F-16, that distributable in come for the nine months ended September
30, 2011 would have been $16.6 million.  We furt her note that estimated cash available
for distribution for the three months ended March 30, 2012 is approximately $19.1
million.  Please modify your disclosure to disc uss the specific reasons your cash available
for distribution for future periods will be signi ficantly in excess of the historical amounts.
To the extent the increases are the result of increases in production, please include
discussion of actual results incurred through a recent date, and how such results correlate
to the amounts estimated in the reserve reports prepared by Netherland Sewell.

SandRidge Mississippian Trust II SandRidge Energy, Inc. February 3, 2012 Page 5

 Significant Assumptions Used to Ca lculate the Target Distributions

 Administrative Expense, page 60

 17. We note that administrative expenses are es timated to be $1.3 million annually, and that
$450,000 of this amount relates to the annual admi nistrative fee payable to the trustee and
SandRidge Energy Inc.  Please provide furt her detail regarding what makes up the
remaining $850,000, and how such amounts were determined.

The Underlying Properties

 Oil and Natural Gas Sales Prices and Production Costs, page 66

 18. We note that total production for the underlyi ng properties for the nine months ended
September 30, 2011 was 396,040 BOE.  Please revise  your disclosure to explain if the
volume produced is consistent with the es timated volumes reported on the individual
wells reserve report.  If not , please include corresponding explanations for significant
differences.

Financial Statements – SandRidge Missi ssippian Trust Underlying Properties

General
 19. As the Trust was not formed until December 2011, please rename the financial statements
associated with the underlying properties in or der to not infer that the Trust owned such
properties for the nine months ended September 30, 2011.

Note 3 Supplemental Oil and Natural Gas Rese rve and Standardized Measure Information
(Unaudited), page F-4
 20. We note from your statement on page F-5, that the estimated remaining net proved,
proved developed and proved undeveloped oil an d natural gas reserves of the underlying
properties, were estimated by SandRidge's petr oleum engineers.  This statement appears
to be inconsistent with the statement on pa ge 69, that “All of the oil and natural gas
reserves in this prospectus were estimated by Netherland Sewell.”  Please revise to clarify
this inconsistency.

SandRidge Mississippian Trust II SandRidge Energy, Inc. February 3, 2012 Page 6

 Notes to Unaudited Pro Forma Financial Information

 Note 5 Pro Forma Supplemental Oil and Natu ral Gas Reserve and Standardized Measure
Information
 Oil and Natural Gas Reserve Quantities, page F-20

 21. For the table of pro forma reserves on page F-21, please revise to provide explanations
for the pro forma adjustments made to th e reserve volumes associated with the
underlying properties.
 Closing Comments

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes 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 disc losure, 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 pr ovide a written statement from the company
acknowledging that:
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 a nd 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 re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

SandRidge Mississippian Trust II SandRidge Energy, Inc. February 3, 2012 Page 7

 You may contact Mark Wojciechowski at (202) 551-3759 or Jenifer Gallagher at (202)
551-3706 if you have questions regarding comments  on the financial statements and related
matters.  You may contact Ronald Winfrey, Pe troleum Engineer, at (202) 551-3704 if you have
questions regarding comments on engineering matte rs.  Please contact Norman von Holtzendorff
at (202) 551-3237 or, in his abse nce, Timothy S. Levenberg, Sp ecial Counsel, at (202) 551-3707
with any other questions.
Sincerely,
   /s/H. Roger Schwall
H. Roger Schwall Assistant Director

July 28, 2011
  Via U.S. Mail

Michael J. Ulrich SandRidge Permian Trust c/o The Bank of New York Mellon Trust Company, N.A.
919 Congress Avenue, Suite 500
Austin, Texas 78701  Via Facsimile

Tom L. Ward Chairman and Chief Executive Officer SandRidge Energy, Inc. 123 Robert S. Kerr Avenue Oklahoma City, Oklahoma 73102
Re: SandRidge Permian Trust
Amendment No. 2 to Registrati on Statement on Form S-1
Filed July 19, 2011
  File No. 333-174492
 SandRidge Energy, Inc. Amendment No. 2 to Registrati on Statement on Form S-3
Filed July 19, 2011 File No. 333-174492-01

Dear Messrs. Ulrich and Ward:

We have reviewed your registration statemen ts, letter dated July 14, 2011 and letter dated
July 19, 2011, and we 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 this letter by amending your  registration statements 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.

SandRidge Permian Trust
SandRidge Energy, Inc. July 28, 2011 Page 2
 After reviewing any amendment to your regi stration statements and the information you
provide in response to these comments, we may have additional comments.
 Amendment No. 2 to Registration Statement on Form S-1 and Amendment No. 2 to Registration
Statement on Form S-3
 General

 1. We note your response to comments 7 and 2 in  our letters dated June 22, 2011 and July
15, 2011, respectively.  We note that the sale s materials provided list as a “Key
Investment Consideration” the “successf ul trading and operating performance” of
SandRidge’s other royalty trust, including in formation about its dist ributions.  We also
note from your response to comment 5 in our letter dated June 22, 2011 that “there is not
yet any meaningful prior ‘track record’ [of such trust] to discuss in the Registration
Statement.”  Please reconcile this apparent inconsistency.
2. We note your response to comment 5 in our le tter dated July 15, 2011 that you enter into
master services agreements with your third- party contracts that typically contain the
referenced indemnities.  To the extent availa ble, please file a form of master services
agreement as an exhibit.  If no such form exists, please provide the basis for not filing
any such individual agreement.
 Use of Proceeds, page 42

 3. We note that SandRidge intends to use the pr oceeds received from the offering to repay
borrowings under its credit facility.  Please disclose whether, upon repayment of the
credit facility, SandRidge has any plans to im mediately draw down of the facility, and if
so, for what purposes.
Overview of Underlying Properties, page 73

4. We note your statement that, based on the a ssumptions and analysis included in the
reserve report for the Underlying Properties , wells drilled on the Underlying Properties
are expected to generate an internal rate of  return of approximate ly 58%, prior to giving
effect to the royalty interests.  Please also disclose the rate of return after giving effect to
the royalty interests.
Exhibit 5.1

 5. We note assumption (vii) in the penultimate paragraph at page 2.  We also note that the
opinion does not opine as to whether the Common Units, upon the execution and delivery
of the Trust Agreement and the commencemen t of the transactions described in the
Registration Statement, will have been duly authorized for issuance by the Trust

SandRidge Permian Trust
SandRidge Energy, Inc. July 28, 2011 Page 3
 Agreement and will have been legally issu ed.  If you retain the assumption, please
provide the basis for including it, as it appears to be assu ming the very opinion that
counsel should render.
6. We note that many of the assumptions containe d in the penultimate paragraph at page 2
except from such assumptions only the Trust.  Please obtain and file a new opinion that
does not make assumptions relating to Sa ndRidge Energy, which we note is a co-
registrant.
Closing Comments

 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes 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 disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.                Notwithstanding our comments, in the event you request accelera tion of the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 a nd 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 re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 You may contact Paul Monsour  at (202) 551-3360 or Jenni fer Gallagher at (202) 551-
3706 if you have questions regarding comments on th e financial statements and related matters

SandRidge Permian Trust
SandRidge Energy, Inc. July 28, 2011 Page 4
 or James Murphy at (202) 551-3703 if you have que stions regarding the engineering comments.
Please contact Sirimal R. Mukerjee at (202) 551- 3340, or in his absence, me at (202) 551-3611
with any other questions.
Sincerely,

/s/ A.N. Parker

Anne Nguyen Parker Branch Chief
 cc: Via Facsimile

David H. Engvall, Esq. Covington & Burling LLP 1201 Pennsylvania Avenue, N.W. Washington, D.C. 20004

July 15, 2011
  Via U.S. Mail

Michael J. Ulrich SandRidge Permian Trust c/o The Bank of New York Mellon Trust Company, N.A.
919 Congress Avenue, Suite 500
Austin, Texas 78701  Via Facsimile

Tom L. Ward Chairman and Chief Executive Officer SandRidge Energy, Inc. 123 Robert S. Kerr Avenue Oklahoma City, Oklahoma 73102
Re: SandRidge Permian Trust
Amendment No. 1 to Registrati on Statement on Form S-1
Filed June 29, 2011
  File No. 333-174492
 SandRidge Energy, Inc. Amendment No. 1 to Registrati on Statement on Form S-3
Filed June 29, 2011 File No. 333-174492-01

Dear Messrs. Ulrich and Ward:

We have reviewed your registration statem ents and letter dated June 29, 2011, and we
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 this letter by amending your  registration statements 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.

SandRidge Permian Trust
SandRidge Energy, Inc. July 15, 2011 Page 2
 After reviewing any amendment to your regi stration statements and the information you
provide in response to these comments, we may have additional comments.
 Amendment No. 1 to Registration Statement on Form S-1 and Amendment No. 1 to Registration
Statement on Form S-3
 General

 1. We remind you of comments 3, 4, 6, 7 a nd 8 in our letter dated June 22, 2011.

2. We note your response to comment 5 in our letter dated June 2 2, 2011 that SandRidge
has sponsored only one previous royalty trust.  Please refer to  Instruction 3 to Table I of
Industry Guide 5, for example, and provide all available information with respect to the
previous royalty trust.
3. We note your response to comments 12 and 13 in our letter dated June 22, 2011.  Please
revise to include the content of your responses in your disc losure.  In addition, please
provide a cross-reference in your risk factor  beginning “The Operations of SandRidge are
subject to environmental laws…” to such new disclosure.
4. In this regard, we note your response to comment 13 in our letter dated June 22, 2011
relating to the components of your hydrauli c fracturing fluid, in cluding the “additional
substances.”  Please tell us what substances  constitute such additional substances.  In
addition, please tell us how many gallons of  hydraulic fracturing fluid on average (not
including any proppants or such  additional substances) are us ed for a well completion or
stimulation or workover of an existing well, as applicable.

5. In addition, we note your disclosure at pa ge 31 relating to SandRidge’s insurance
coverage.  Please revise your  disclosure to discuss:

• the applicable policy limits and deductibles related to the insurance coverage;

• the related indemnification obligations a nd those of SandRidge’s customers, if
applicable;

• the insurance coverage with respect to any liability related to any resulting
negative environmental effects; and

• the risks for which you are insured fo r your hydraulic fracturing operations.

SandRidge Permian Trust
SandRidge Energy, Inc. July 15, 2011 Page 3
 Closing Comments

 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes 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 disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.                Notwithstanding our comments, in the event you request accelera tion of the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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 a nd 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 re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

SandRidge Permian Trust
SandRidge Energy, Inc. July 15, 2011 Page 4
 You may contact Paul Monsour  at (202) 551-3360 or Jenni fer Gallagher at (202) 551-
3706 if you have questions regarding comments on th e financial statements and related matters
or James Murphy at (202) 551-3703 if you have que stions regarding the engineering comments.
Please contact Sirimal R. Mukerjee at (202) 551- 3340, or in his absence, me at (202) 551-3611
with any other questions.
Sincerely,

/s/ A.N. Parker

Anne Nguyen Parker Branch Chief
 cc: Via Facsimile

David H. Engvall, Esq. Covington & Burling LLP 1201 Pennsylvania Avenue, N.W. Washington, D.C. 20004

June 22, 2011
  Via Facsimile

Michael J. Ulrich SandRidge Permian Trust c/o The Bank of New York Mellon Trust Company, N.A.
919 Congress Avenue, Suite 500
Austin, Texas 78701  Via Facsimile

Tom L. Ward Chairman and Chief Executive Officer SandRidge Energy, Inc. 123 Robert S. Kerr Avenue Oklahoma City, Oklahoma 73102
Re: SandRidge Permian Trust
Registration Statement on Form S-1  Filed May 25, 2011
  File No. 333-174492
 SandRidge Energy, Inc. Registration Statement on Form S-3 Filed May 25, 2011 File No. 333-174492-01

Dear Messrs. Ulrich and Ward:

We have reviewed your registration statemen ts and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your  registration statements 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.

SandRidge Permian Trust
SandRidge Energy, Inc. June 22, 2011 Page 2
 After reviewing any amendment to your regi stration statements and the information you
provide in response to these comments, we may have additional comments.
 Registration Statement on Form S-1 a nd Registration Statement on Form S-3

 General

 1. Where comments on a section also relate to disclosure in another section, please make
parallel changes to all affected disclosure.  This will eliminate the need for us to repeat
similar comments.
2. If a numbered comment in this letter raises more than one question or lists various items
in bullet points, ensure that you fully res pond to each question and bullet point.  Make
sure that your letter of response indicates precisely where responsive disclosure to each
numbered comment and each point may be found in the marked version of the
amendment
 3. In the amended registration statement, please fill in all blanks other than the information
that Rule 430A permits you to omit.  For example, and without limitation, we note your
disclosure at page 2 relating to  the percentage of the target  distributions that will be
hedged.

4. Please inform us when the amount of comp ensation allowable or payable to Reef
Securities, Inc. has receive d clearance by FINRA.  Prio r to requesting accelerated
effectiveness, please be sure to provide us with a copy of the FINRA no objections letter.

5. Please review and revise your filing wherever  necessary to be consistent with the
disclosure guidelines set forth in Securiti es Act Release 33-6900 on Limited Partnership
Reorganizations and Public Offerings of Limite d Partnership Interests as well as Industry
Guide 5.  Refer generally to Item 901(b) of Regulation S-K an d Section III.D of
Securities Act Release No. 33-6922 for the defi nition of “partnership” that encompasses
“finite-life entities.”  For ex ample, and without limitation, pl ease provide the cover page
disclosure set forth in Section II.A.3.a of  Release 33-6900 and the information required
by Section 1.D. of Industry Guide 5.
6. We note that you have not provided most of  your exhibits. Please submit all material
exhibits, including, without limitation, the legality  and tax opinions, in order to facilitate
our review of your filing. We may have further comment upon our review.

7. Please provide us with all promotional and sale s materials prior to their use.  See Section
19.D. of Industry Guide 5.  Once we receive th e materials, we will need sufficient time to
complete our review and may have additional comments.

SandRidge Permian Trust
SandRidge Energy, Inc. June 22, 2011 Page 3
 8. You do not yet provide a range for the potential  offering price per share. Because other,
related disclosure likely will be derived from the midpoint of the range, we remind you to
provide the range once it becomes available so  that you will have time to respond to any
resulting staff comments.
9. We note your disclosure at pa ge 120 relating to a directed unit program.  Please revise
your disclosure where appropriate, incl uding, without limitation, under “Prospectus
Summary” to include a descri ption of such program.  Please also file any agreements
relating to such program.
10. Please provide copies of the reports or studies that support the qualitative and
comparative statements contained in your prospe ctus or, in the altern ative, please revise
your disclosure to clarify whether it is mana gement’s belief.  For example, and without
limitation, we know your statements in the s econd paragraph at page 4 and under “Key
Investment Considerations” be ginning at page 10.  Please mark your furnished support or
provide page references in your response to  the sections you rely upon for each specific
statement. To the extent you are unable to pr ovide support, please de lete the qualitative
and comparative statement.
11. Please define terms the first time such terms are used or, in the al ternative, provide a
cross reference to where such terms are la ter defined.   For example, and without
limitation, we note your reference to Term Roya lties and Perpetual Royalties at page 27.

12. We note your disclosure at pages 34 and 81 that  oil, natural gas a nd natural gas liquids
may be recovered by hydraulic fracturing.  We also note your disclosure at page 32 under
“Risk Factors—The Operations of SandRidge  are subject to environmental laws….”
Please tell us, with a vi ew towards disclosure:

• the location of the hydraulic  fracturing activities;

• the acreage subject to hydraulic fracturing;

• the percentage of the reserves subject to hydraulic fracturing;

• the anticipated costs and funding associat ed with hydraulic fr acturing activities;
and

• whether there have been any incidents, ci tations or suits related to SandRidge’s
hydraulic fracturing operations for environm ental concerns, and if so, what has
been its response.

SandRidge Permian Trust
SandRidge Energy, Inc. June 22, 2011 Page 4
 13. In regard to the hydraulic fr acturing operations, please also tell us what steps SandRidge
has taken to minimize any potential envir onmental impact. For example, and without
limitation, please explain if SandRidge:
• has steps in place to ensure that your drilling, casing and cementing adhere to
known best practices;

• monitor the rate and pressure of the fr acturing treatment in real time for any
abrupt change in rate or pressure;

• evaluate the environmental impact of a dditives to the hydrauli c fracturing fluid;
and

• minimize the use of water and/or dispose of  it in a way that minimizes the impact
to nearby surface water.

Prospectus Cover Page

14. We note your disclosure that you intend to  list your common units on the New York
Stock Exchange.  Please provide us with update d information regarding the status of the
application.
 15. At the top of the cover page, you state that SandRidge “will convey to the trust certain
royalty interests in exchange for co mmon and subordinated units collectively
representing a 40% beneficial in terest in the trust (without givi ng effect to the exercise of
the underwriters’ over-allotment option), as well as all of the net proceeds of this
offering ” (emphasis added).  In addition, your Use of Proceeds section indicates that the
trust will deliver the net proceeds to one or more of SandRidge’s wholly owned
subsidiaries.  We note that in  the table at the bottom of th e cover page, however, that you
have a column titled “Proceeds to the Trus t.”  Please clarify whether SandRidge
(including its subsidiaries) or the trust will receive the proceeds of this offering.
 Summary, page 1

 SandRidge Permian Trust, page 1

 16. Please provide a cross reference to the releva nt disclosure contained elsewhere in the
prospectus relating to the circumstances se t forth in the last sentence of the first
paragraph.  In this regard, we note your disclosure beginning at page 75.

SandRidge Permian Trust
SandRidge Energy, Inc. June 22, 2011 Page 5
 The Offering, page 15

 17. We note your disclosure relati ng to the how the proceeds of the offering will be allocated
and to whom the 7,462,500 units and 12,437,500 subor dinated units will be issued.
Please provide cross-references, as appropr iate, to your discussion at page 43, which
describes in greater detail which of SandRi dge’s subsidiaries will be issued the units
and/or will obtain the proceeds of the offering.
 Risk Factors, page 18

 The trust units may lose value as a result of title deficiencies…, page 23

 18. We note your disclosure that SandRidge does not obtain title insura nce with respect to
certain of the Underlying Properties.  Please advise us as to the basis for not obtaining
title insurance.  In your re sponse, please tell us whether this is customary in your
industry.  If it is not, please re vise your disclosure to indicate this poin t of fact.  In this
regard, we note your disclosure relating to drilling title opinions at page 78.
 Conflicts of interest could arise between SandRidge and the trust unitholders, page 29

19. Please clarify the circumstances whereby “SandRidge may abandon a well that is
uneconomic even though such well is still ge nerating revenue for the trust unitholders.”
 SandRidge’s ability to satisfy its obligations to the trust…, page 30

 20. We note your disclosure that the proceeds fo r the royalty interests may be commingled
with those of SandRidge’s retained interest a nd that it may not be possible for the trust to
trace its entitlement to the funds  in the commingled pool.  Please revise your disclosure to
illustrate how this situation may occur.
 Cautionary Statement Regarding Fo rward-Looking Statements, page 39

 21. Please remove the word “will” from your  list of forward-looking statements.
 The Trust, page 42

 Development Agreement and Drilling Support Lien, page 43

 22. We note your disclosure at page 44 under “— Horizontal Wells” that SandRidge is not
permitted to drill horizontal wells as of the date of the prospectus.  Please revise your disclosure to describe the reas ons for this restriction.  If th e restriction is set forth in
provisions in the development agreement, so stat e, and please tell us the rationale for any
such provision.  In this regard, please also describe the rationale behind the provisions

SandRidge Permian Trust
SandRidge Energy, Inc. June 22, 2011 Page 6
 relating the different treatmen t horizontal drilling receives  under the agreement, as
described in your disclosure at pa ge 45 under “—Additional Provisions.”
 Target Distributions an d Subordination and Incentive Thresholds, page 48

 23. We note your disclosure of target distributi ons for each quarter through and including the
quarter ending June 30, 2012.  Please expand your disclosure in this section to provide
pro forma distributable income for the y ear ended December 31, 2010 and the most
recent interim period.
 Where You Can Find More Information, page 122

 24. Please revise to expressly state that all filings filed by SandRidge pursuant to the
Exchange Act after the date of the initial re gistration statement and prior to effectiveness
of the registration statement sh all be deemed to be incorp orated by reference into the
prospectus.  See Compliance and Disclosure Interpre tations: Securiti es Act Forms ,
Question 123.05 at http://sec.gov/divisions/cor pfin/guidance/safinterp.htm
.
 Unaudited Pro Form Financial Information, page F-1

25. Please confirm that the royalty interests to be conveyed to the Trust are not significant to
the financial statements of SandRidge En ergy, Inc.; therefore, pro forma financial
information reflecting this  disposition is not requ ired to be presented.

26. Please only present your pro forma statements of distributable income for the year ended
December 31, 2010 and the three months ended March 31, 2011 to comply with the guidance of Rule 11-02(c)(2 )(i) of Regulation S-X.
 Engineering Comments

 Key Investment Considerations, page 10

 Exposure to Oil and Natural Gas Price Vola tility Mitigated Through June 30, 2016, page 10

 27. Please include the fact that any volumes of oil and gas that are hedged may not see the
full effect of higher prices as long as they are hedged.

Technologies, page 73

28. You state that most of the undeveloped wells  are close offsets to producing wells and
could be as close as 5-acre offsets as stated on page four.  Please tell us how you
determined that all of the estimated reserves from these wells are in fact incremental or

SandRidge Permian Trust
SandRidge Energy, Inc. June 22, 2011 Page 7
 new reserves as opposed to accelerated reserves  that would be recovered over time from
the existing wells if the offset wells were not drilled at all.
29. Please tell us when the first well was drille d by Arena in the AMI, its initial production
rate and the cumulative oil and gas production to date from that well.

30. For the 888 development wells, please tell us how many you have attributed proved
reserves to.  For those wells you have attrib uted proved reserves to, please tell us the
average IP rate, the average decline rate and the average ultimate oil and gas reserves that
you are estimating for these wells.
 Netherland Sewell, page 73

31. Please remove the reference to the Standards Pertaining to the Estimating and Auditing of
Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers.
Paragraph (8) of Item 1202 of  Regulation S-K requires you to disclose the qualifications
of the technical person who determined the rese rves not to refer to an SPE document that
only provides the minimum acceptable qualifications  of a reserve evaluator.  Therefore,
please revise your document to provide that in dividual’s specific qua lifications regarding
reserve estimations.

Closing Comments
 We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes 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 disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.                Notwithstanding our comments, in the event you request accelera tion of the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission 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


SandRidge Permian Trust
SandRidge Energy, Inc. June 22, 2011 Page 8
 • the company may not assert staff comments a nd 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 re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.
 You may contact Paul Monsour  at (202) 551-3360 or Jenni fer Gallagher at (202) 551-
3706 if you have questions regarding comments on th e financial statement

CORRESP
1
filename1.htm

Corespondence

 April 1, 2011

 Division of Corporation Finance

 Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Pamela Long

Re:
SandRidge Mississippian Trust I

SandRidge Energy, Inc.

Registration Statement on Form S-1

Registration No. 333-171551-01

 Ladies and
Gentlemen:

 In connection with the above-captioned Registration Statement and pursuant to Rule 460 of the General Rules and Regulations under
the Securities Act of 1933, we wish to advise that as of the date hereof, 7,403 copies of the Preliminary Prospectus dated March 28, 2011 have been distributed to prospective underwriters, institutional investors, retail investors and others.

 The undersigned advise that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as
amended.

 We hereby join in the request of the registrant that the effectiveness of the above-referenced Registration Statement, as amended,
be accelerated to 12:00 p.m., Eastern time, on April 5, 2011 or as soon thereafter as practicable.

 Very truly yours,

 Raymond James & Associates, Inc.

 Morgan Stanley & Co. Incorporated

As Representatives of the Several Underwriters

Raymond James & Associates, Inc.

By:

/s/ Kenneth M. Nelson

 Name: Kenneth M. Nelson

Title: Managing Director

RAYMOND JAMES

 & ASSOCIATES, INC.

 Member New York Stock Exchange/SIPC

The Raymond James Financial Center 880 Carillon Parkway P.O. Box 12749

St. Petersburg, FL 33733-2749 (727) 573-3800 www.raymondjames.com

CORRESP
1
filename1.htm

Correspondence

 [Letterhead of SandRidge Energy, Inc.]

April 1, 2011

 Division of Corporation Finance

 Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Pamela Long

 VIA
FACSIMILE and EDGAR

Re:
SandRidge Mississippian Trust I

 Registration Statement on Form S-1

 File No. 333-171551

SandRidge Energy, Inc.

 Registration Statement on Form S-3

 File No. 333-171551-01

 Ladies and Gentlemen:

 We hereby request that the above-referenced Registration Statement on Form S-1 and Form S-3, as amended, be declared effective by the Commission on Tuesday, April 5, 2011 at 12:00 p.m. (local time) or as
soon as practical thereafter.

 Through this letter, we hereby acknowledge 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 to delegated authority, in declaring the filing effective, does not relieve either SandRidge
Mississippian Trust I or SandRidge Energy, Inc. from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 neither SandRidge Mississippian Trust I nor SandRidge Energy, Inc. may 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.

 Should you have any questions or comments regarding the foregoing, please call the
undersigned at (405) 429-5500.

Sincerely,

SandRidge Energy, Inc.

By:

 /s/ Philip T. Warman

Name:

Philip T. Warman

Title:

Senior Vice President and General Counsel

SandRidge Mississippian Trust I

By:

SandRidge Energy, Inc.

By:

 /s/ Philip T. Warman

Name:

Philip T. Warman

Title:

Senior Vice President and General Counsel

CORRESP
1
filename1.htm

SEC Comment Response Letter

 [Letterhead of SandRidge Energy, Inc.]

Via EDGAR and Hand Delivery

March 23, 2011

 Pamela Long

Assistant Director

 Division of Corporation
Finance

 United States Securities and Exchange Commission

 Washington, D.C. 20549

Re:

SandRidge Mississippian Trust I

Amendment No. 2 to Registration Statement on Form S-1

Filed March 4, 2011

File No. 333-171551

SandRidge Energy, Inc.

Amendment No. 2 to Registration Statement on Form S-3

Filed March 4, 2011

File No. 333-171551-01

SandRidge Energy, Inc.

Annual Report on Form 10-K

Filed February 28, 2011

File No. 001-33784

Definitive Proxy Statement on Schedule 14A

Filed April 26, 2010

File No. 001-33784

 Ladies and Gentlemen:

Set forth below are the responses of SandRidge Mississippian Trust I, a Delaware statutory trust (the “trust”), and SandRidge
Energy, Inc., a Delaware corporation (“SandRidge” or the “Company,” and, together with the trust, “we,” “us” or “our”), to comments received from the staff of the Division of Corporation Finance (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated March 17, 2011, with respect to Amendment No. 2 to the Registration Statement on Form S-1 and Form S-3 (File No. 333-171551)
filed with the Commission on March 4, 2011 (as so amended, the “Registration Statement”), including the Company’s Annual Report on Form 10-K, filed February 28, 2011 (the “2010 Form 10-K”), and Definitive Proxy
Statement, filed April 26, 2010, both of which are incorporated by reference in the Registration Statement.

 Page 1

 Concurrently with the submission of this letter, we are filing via EDGAR Amendment
No. 3 to the Registration Statement (“Amendment No. 3”). For your convenience, we will hand deliver three complete copies of Amendment No. 3, as well as three copies of Amendment No. 3 that are marked to show all
changes made since the filing of Amendment No. 2 to the Registration Statement.

 For your convenience, each response is
prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. Unless otherwise specified, all references to page numbers and captions correspond to the prospectus included as part of Amendment No. 3.

Registration Statements on Form S-1 and Form S-3

 1. We have considered your response to our prior comment five of our letter of February 24, 2011, and do not concur. It is the staff’s view that the results of your drilling activity or
well performance should be addressed in the Discussion and Analysis of Historical Results from the Producing Wells section, regardless of the disclosure in the Risk Factor section. We repeat our prior comment.

Response:

We acknowledge the Staff’s comment and have added disclosure to the section entitled, “The Underlying Properties—Discussion
and Analysis of Historical Results from the Producing Wells,” to the effect that as of December 31, 2010, one of the 37 Producing Wells was not expected to pay out its drilling and completion costs. See page 62.

2. Regarding your response to our prior comment six, nonetheless the last sentence in the second paragraph under Technologies seems to say the same
thing. Again, the data that you supplied to us supplementally does not support the statement that consistent reservoir characteristics correlate with consistent well performance data. Please revise your document to not imply or state this.

 Response:

 We acknowledge the Staff’s comment and have deleted the last sentence in the second paragraph under the section entitled, “The Underlying Properties—The Reserve
Report—Technologies.” See page 66.

 Exhibit 8.1

 3. Please have counsel revise its opinion to consent to the use of its name in the prospectus.

 Response:

 We acknowledge the Staff’s comment and the opinion has been
revised to include counsel’s consent to the use of its name in the prospectus. See Exhibit 8.1.

 * * * * * *

 Page 2

 Thank you for your prompt attention to the foregoing. Kindly direct any questions you may
have with respect to this letter or the Registration Statement, including Amendment No. 3 thereto, to David H. Engvall at Covington & Burling LLP at (202) 662-5307.

In addition, if you have any questions about the responses addressing the engineering comments, please do not hesitate to contact
Mr. Rodney Johnson, Executive Vice President – Reservoir Engineering, at (405) 429-5656.

Very truly yours,

SandRidge Energy, Inc.

By:

 /s/ Philip T. Warman

Name:

Philip T. Warman

Title:

 Senior Vice President

 and
General Counsel

SandRidge Mississippian Trust I

By:

SandRidge Energy, Inc.

By:

 /s/ Philip T. Warman

Name:

Philip T. Warman

Title:

 Senior Vice President

 and
General Counsel

cc:
David H. Engvall, Covington & Burling LLP

 David P. Oelman, Vinson & Elkins L.L.P.

 Matthew R. Pacey,
Vinson & Elkins L.L.P.

March 17, 2011

Tom L. Ward
Chairman, Chief Executive Officer and President  SandRidge Energy, Inc.  123 Robert S. Kerr Avenue  Oklahoma City, Oklahoma 73102
Re: SandRidge Mississippian Trust I
Amendment No. 2 to Registrati on Statement on Form S-1
Filed March 4, 2011
  File No. 333-171551    SandRidge Energy, Inc.    Amendment No. 2 to Registra tion Statement on Form S-3
  Filed March 4, 2011    File No. 333-171551-01    SandRidge Energy, Inc.
Annual Report on Form 10-K
  Filed March 1, 2010    File No. 001-33784   Definitive Proxy Statement on Schedule 14A    Filed April 26, 2010    File No. 001-33784

Dear Mr. Ward:

We have reviewed your amended registra tion statement and response letter filed
March 4, 2011 and have the following comments.
 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 yo ur registration statement and the information
you provide in response to these comments,  we may have additional comments.

Registration Statements on Form S-1 and Form S-3

1. We have considered your response to our prio r comment five of our letter of February 24,
2011, and do not concur.  It is the staff’s view that the results of your  drilling activity or
well performance should be addressed in th e Discussion and Analysis of Historical

Mr. Tom L. Ward  SandRidge Mississippian Trust I  March 17, 2011  Page 2

Results from the Producing Wells section, regard less of the disclosure in the Risk Factor
section.    We repeat  our prior comment.

2. Regarding your response to our prior comment six, nonetheless the last sentence in the second paragraph under Technologies seems to sa y the same thing.  Again, the data that
you supplied to us supplementally does not support the statement that consistent reservoir characteristics correlate with consistent well performance data.  Please revise your
document to not imply or state this.
 Exhibit 8.1

3.  Please have counsel revise its opinion to cons ent to the use of its na me in the prospectus.
You may contact Jenifer Galla gher at (202) 551-3706 or Karl  Hiller at (202) 551-3686 if
you have questions regarding comments on the fi nancial statements and related matters.  You
may contact James Murphy, Petroleum Engineer at  (202) 551-3703 with any questions about the
engineering comments.  Please contact Chambre Malone at (202) 551-3262 or, in her absence,
Andrew Schoeffler at (202) 551-3748 with any other questions.
Sincerely,

Pamela Long Assistant Director
 cc:   David H. Engvall, Esq. ( via facsimile at (202) 778-5307)
Covington & Burling LLP 1201 Pennsylvania Avenue, N.W.
Washington, DC 20004

February 24, 2011

Tom L. Ward
Chairman, Chief Executive Officer and President  SandRidge Energy, Inc.  123 Robert S. Kerr Avenue  Oklahoma City, Oklahoma 73102
Re: SandRidge Mississippian Trust I
Amendment No. 1 to Registrati on Statement on Form S-1
Filed February 9, 2011
  File No. 333-171551    SandRidge Energy, Inc.    Amendment No.1 to Registrati on Statement on Form S-3
  Filed February 9, 2011    File No. 333-171551-01    SandRidge Energy, Inc.
Annual Report on Form 10-K
  Filed March 1, 2010    File No. 001-33784   Definitive Proxy Statement on Schedule 14A    Filed April 26, 2010    File No. 001-33784

Dear Mr. Ward:

We have reviewed your amende d registration statement and response letter filed February
9, 2011 and have the following comments.
 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 re gistration statement and the information you
provide in response to these comments, we may have additional comments.

Mr. Tom L. Ward  SandRidge Mississippian Trust I
February 24, 2011  Page 2

Registration Statements on Form S-1 and Form S-3

Target Distribution and Subordination and Incentive Thresholds, page 5

1. We note your response to comment 19 in our letter dated February 1, 2011.  Please
provide similar disclosure in an ap propriate location in the prospectus.

U.S. Federal Income Tax Considerations, page 88

2. We note your response to comment 33 in our lett er dated February 1, 2011.  Please revise
to disclose your response in the prospectus.
 Engineering Comments

3. Regarding your response to our prior comment 38, we note that you booked 27.5 million
barrels equivalent in 2007.  Please tell us if you anticipate the de velopment of those
reserves within five years of first being classified as proved reserves.
4. We have considered your response to our prior comment 44 and do not concur.  Given
the importance that you attribute to Sandri dge’s success as an operator, the average
cumulative oil and gas production and the av erage age of these wells is material
information.
5. We have considered your response to our pr ior comment 47.  The abil ity of the wells to
pay out their drilling and completion costs will  impact the estimate of proved reserves,
production and the cash that can be  distributed to the Trust’s in vestors.  We reiterate our
request that you disclose the number of wells th at are not expected to  meet their drilling
costs.
6. In regard to your response to our prior co mment 55, you state in the last sentence in the
first paragraph under Technologies on page 66 that production from other wells confirm
that horizontal wells across the AMI have si milar performance with respect to initial
production, decline curve shape and estimated ultimate reserve recovery. However, this
does not appear to reconcile with the init ial production rates of the horizontal wells
drilled to date and the ultimate recovery  information that you have provided to us
supplementally. Also there appears to be no correlation of performance with lateral
length of the horizontal wells.  In fact, it appe ars that the best performing well is actually
producing from the shortest late ral length of any of the horiz ontal wells.  Please remove
or revise the last sentence.
In this regard, we note that your revised Ri sk Factor language on page 20 actually says
“estimated total reserves vary substantially from well to well and are not directly
correlated to perforated lateral length or completion technique.” This statement does not support your response.  Because of the unpredic tability of the performance and estimated
ultimate recoveries, it appears that proved reserve estimates for all the proved

Mr. Tom L. Ward  SandRidge Mississippian Trust I  February 24, 2011  Page 3

undeveloped wells should be no more than the median estimated ultimate recovery
determined for the producing wells.  Pl ease revise your document if necessary.

You may contact Jenifer Galla gher at (202) 551-3706 or Karl  Hiller at (202) 551-3686 if
you have questions regarding comments on the fi nancial statements and related matters.  You
may contact James Murphy, Petroleum Engineer at  (202) 551-3703 with any questions about the
engineering comments.  Please contact Chambre Malone at (202) 551-3262 or, in her absence,
Andrew Schoeffler at (202) 551-3748 with any other questions.
Sincerely,

Pamela Long Assistant Director
 cc:   David H. Engvall, Esq. ( via facsimile at (202) 778-5307)
Covington & Burling LLP 1201 Pennsylvania Avenue, N.W.  Washington, DC 20004

CORRESP
1
filename1.htm

SEC Response Letter

 [Letterhead of SandRidge Energy, Inc.]

Via EDGAR and Hand Delivery

March 4, 2011

 Pamela Long

Assistant Director

 Division of Corporation
Finance

 United States Securities and Exchange Commission

 Washington, D.C. 20549

Re:
SandRidge Mississippian Trust I

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

 Filed February 9, 2011

 File No. 333-171551

SandRidge Energy, Inc.

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

 Filed February 9,
2011

 File No. 333-171551-01

 SandRidge Energy, Inc.

 Annual Report on Form 10-K

Filed March 1, 2010

 File No. 001-33784

 Definitive Proxy Statement on Schedule 14A

Filed April 26, 2010

 File No. 001-33784

 Ladies and Gentlemen:

Set forth below are the responses of SandRidge Mississippian Trust I, a Delaware statutory trust (the “trust”), and SandRidge
Energy, Inc., a Delaware corporation (“SandRidge” or the “Company,” and, together with the trust, “we,” “us” or “our”), to comments received from the staff of the Division of Corporation Finance (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated February 24, 2011, with respect to Amendment No. 1 to the Registration Statement on Form S-1 and Form S-3 (File No. 333-171551)
filed with the Commission on February 9, 2011 (as so amended, the “Registration Statement”), including the Company’s Annual Report on Form 10-K, filed March 1, 2010 (the “2009 Form 10-K”), and Definitive Proxy
Statement, filed April 26, 2010, both of which are incorporated by reference in the Registration Statement.

 Concurrently
with the submission of this letter, we are filing via EDGAR Amendment No. 2 to the Registration Statement (“Amendment No. 2”). For your convenience, we will hand deliver three complete copies of Amendment No. 2, as well as
three copies of Amendment No. 2 that are marked to show all changes made since the filing of Amendment No. 1 to the Registration Statement.

 Page 1

 For your convenience, each response is prefaced by the exact text of the Staff’s
corresponding comment in bold, italicized text. Unless otherwise specified, all references to page numbers and captions correspond to the prospectus included as part of Amendment No. 2.

 Registration Statements on Form S-1 and Form S-3

 Target
Distribution and Subordination and Incentive Thresholds. page 5

 1. We note your response to comment 19 in our letter dated
February 1, 2011. Please provide similar disclosure in an appropriate location in the prospectus.

Response:

 We acknowledge the Staff’s comment and have added disclosure that explains how the preparation of the prospective financial information differs from the guidelines established by the Commission and
the American Institute of Certified Public Accountants. See pages 6 and 49.

 U.S. Federal Income Tax Considerations, page 88

 2. We note your response to comment 33 in our letter dated February 1, 2011. Please revise to disclose your response in
the prospectus.

 Response:

 We acknowledge the Staff’s comment and have added disclosure that explains the difference in certainty (“will” versus “should”) for U.S. federal income tax purposes of the
treatment of the PDP Royalty Interests and the PUD Royalty Interests. See page 96.

 Engineering Comments

3. Regarding your response to our prior comment 38, we note that you booked 27.5 million barrels equivalent in 2007. Please tell us if you
anticipate the development of those reserves within five years of first being classified as proved reserves.

Response:

 We acknowledge the Staff’s comment and because no Company reserves booked to date have exceeded a life of five years, we respectfully submit that, as discussed and agreed upon in our prior phone
conversation with the Staff, no further disclosure is warranted at this time. The 27.5 MBoe referred to in the Staff’s comment represents approximately 5% of our total proved reserves. The majority of these reserves are associated with
ongoing CO2 flooding projects which require investments
throughout the lives of the projects. If these reserves remain on our books for more than five years, we will disclose the circumstances surrounding the longer-term development plans associated with these reserves.

4. We have considered your response to our prior comment 44 and do not concur. Given the importance that you attribute to SandRidge’s success
as an operator, the average cumulative oil and gas production and the average age of these wells is material information.

 Response:

 We acknowledge the Staff’s comment and have revised the
disclosure to indicate the average cumulative oil and gas production and the average age of the vertical wells that have been drilled on the Underlying Properties. See page 60.

 5. We have considered your response to our prior comment 47. The ability of the wells to pay out their drilling and completion costs will impact the estimate of proved reserves, production and the
cash that

 Page 2

can be distributed to the Trust’s investors. We reiterate our request that you disclose the number of wells that are not expected to meet their drilling costs.

Response:

 We acknowledge the Staff’s comment and respectfully submit that no additional disclosure is necessary. We have reviewed the 37 horizontal wells producing from the Mississippian formation referred to
in the Staff’s prior comment #47, and have determined that 36 out of the 37 wells are expected to pay out their drilling and completion costs. The one well that is not expected to pay out its drilling and completion costs is expected to pay out
approximately 70% of its drilling and completion costs. Based on the production data available to date, it is expected that the cumulative production for these 37 horizontal wells will be approximately nine times the aggregate drilling and
completion costs for the wells.

 Furthermore, we direct the Staff’s attention to the Risk Factor language already
contained in the Registration Statement, which addresses the uncertainty that a well may not pay out its drilling and completion costs. This Risk Factor language states, “There can be no assurance that a PUD Well that is successfully completed
will pay out the capital costs spent to drill it.” See page 18. We respectfully submit that this disclosure adequately addresses the risk, and that adding disclosure in this Risk Factor that only one of the 37 wells is not expected to pay out
its drilling and completion costs may be viewed as a mitigating statement. We respectfully submit that the current disclosure is most appropriate given the data known to us at this time.

 6. In regard to your response to our prior comment 55, you state in the last sentence in the first paragraph under Technologies on page 66 that production from other wells confirm that horizontal
wells across the AMI have similar performance with respect to initial production, decline curve shape and estimated ultimate reserve recovery. However, this does not appear to reconcile with the initial production rates of the horizontal wells
drilled to date and the ultimate recovery information that you have provided to us supplementally. Also there appears to be no correlation of performance with lateral length of the horizontal wells. In fact, it appears that the best performing well
is actually producing from the shortest lateral length of any of the horizontal wells. Please remove or revise the last sentence.

In this regard, we note that your revised Risk Factor language on page 20 actually says “estimated total reserves vary substantially from well
to well and are not directly correlated to perforated lateral length or completion technique.” This statement does not support your response. Because of the unpredictability of the performance and estimated ultimate recoveries, it appears that
proved reserve estimates for all the proved undeveloped wells should be no more than the median estimated ultimate recovery determined for the producing wells. Please revise your document if necessary.

Response:

 We acknowledge the first part of the Staff’s comment and, in response, have removed the last sentence in the first paragraph under “The Underlying Properties—The Reserve
Report—Technologies.” See page 66.

 We acknowledge the second part of the Staff’s comment and, in response,
respectfully submit to the Staff that none of the proved reserve estimates for any of the PUD Wells exceeds the median estimated ultimate recovery for the Producing Wells. More specifically, the greatest estimated ultimate recovery for any PUD Well
is 412 MBoe, while the median estimated ultimate recovery for the Producing Wells is 412 MBoe (and the mean estimated ultimate recovery for the Producing Wells is 465 MBoe). As such, we respectfully submit that no revision to the document
is necessary.

 * * * * * *

 Page 3

 Thank you for your prompt attention to the foregoing. Kindly direct any questions you may
have with respect to this letter or the Registration Statement, including Amendment No. 2 thereto, to David H. Engvall at Covington & Burling LLP at (202) 662-5307.

In addition, if you have any questions about the responses addressing the engineering comments, please do not hesitate to contact
Mr. Rodney Johnson, Executive Vice President – Reservoir Engineering, at (405) 429-5656.

Very truly yours,

SandRidge Energy, Inc.

By:

/s/ Philip T. Warman

Name:

Philip T. Warman

Title:

 Senior Vice President

 and
General Counsel

SandRidge Mississippian Trust I

By:

SandRidge Energy, Inc.

By:

/s/ Philip T. Warman

Name:

Philip T. Warman

Title:

 Senior Vice President

 and
General Counsel

cc:
David H. Engvall, Covington & Burling LLP

 David P. Oelman, Vinson & Elkins L.L.P.

 Matthew R. Pacey,
Vinson & Elkins L.L.P.

CORRESP
1
filename1.htm

Response Letter

 [Letterhead of SandRidge Energy, Inc.]

Via EDGAR and Hand Delivery

February 9, 2011

 Pamela Long

Assistant Director

 Division of Corporation
Finance

 United States Securities and Exchange Commission

 Washington, D.C. 20549

Re:
SandRidge Mississippian Trust I

Registration Statement on Form S-1

 Filed January 5, 2011

 File No. 333-171551

SandRidge Energy, Inc.

 Registration Statement on Form S-3

 Filed January 5, 2011

File No. 333-171551-01

 SandRidge Energy, Inc.

 Annual Report on Form 10-K

Filed March 1, 2010

 File No. 001-33784

 Definitive Proxy Statement on Schedule 14A

Filed April 26, 2010

 File No. 001-33784

 Ladies and Gentlemen:

Set forth below are the responses of SandRidge Mississippian Trust I, a Delaware statutory trust (the “trust”), and SandRidge
Energy, Inc., a Delaware corporation (“SandRidge” or the “Company,” and, together with the trust, “we,” “us” or “our”), to comments received from the staff of the Division of Corporation Finance (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated February 1, 2011, with respect to the Registration Statement on Form S-1 and Form S-3 (File No. 333-171551) initially filed with the
Commission on January 5, 2011 (the “Registration Statement”), including the Company’s Annual Report on Form 10-K, filed March 1, 2010 (the “2009 Form 10-K”), and Definitive Proxy Statement, filed April 26,
2010, both of which are incorporated by reference in the Registration Statement.

 Concurrently with the submission of this
letter, we are filing through EDGAR Amendment No. 1 to the Registration Statement (“Amendment No. 1”). For your convenience, we will hand deliver three complete copies of Amendment No. 1, as well as three copies of Amendment
No. 1 that are marked to show all changes made since the initial filing of the Registration Statement.

 Page 1

 As discussed with the Staff, we will address the Staff’s comments pertaining to the
2009 Form 10-K through revised disclosure in our Annual Report on Form 10-K for the year ended December 31, 2010 (the “2010 Form 10-K”), which we currently plan to file with the Commission on or about February 28,
2011, and which will be incorporated by reference into the Registration Statement before the commencement of the public offering of the trust’s common units pursuant to the Registration Statement. For your convenience, we have included herein
the proposed disclosure we will include in the 2010 Form 10-K in response to the Staff’s comments on the 2009 Form 10-K.

 Also, with respect to comments 38, 39, 44, 46, 47, 49, 55, 58, 59, 60, 62, 65, 67, 74, 75, 76, 77, and 78, we are simultaneously sending the Staff a supplemental response, submitted with a request for
confidential treatment pursuant to Rule 83, containing information and material responsive to these comments.

 For your
convenience, each response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. Unless otherwise specified, all references to page numbers and captions correspond to the prospectus included as part of
Amendment No. 1.

 Registration Statements on Form S-l and Form S-3

General

 1. Please be
advised that we will process this filing and any amendments without a price range. Since the price range triggers a number of disclosure matters, we will need sufficient time to process the amendment when it is included. Please understand that its
effect on disclosure throughout the document may cause us to raise issues on areas upon which we have not previously commented.

 Response:

 We acknowledge the Staff’s comment and understand that the
Staff will need sufficient time to process future amendments to the Registration Statement that contain a price range.

 2. As indicated
in the comment above, we note that you have omitted certain pricing-related information as well as other information from this filing. If you intend to rely on Rule 430A of Regulation C, please note that Rule 430A does not allow for the omission
prior to effectiveness of amounts that may be computed based on the maximum number of shares offered and the mid-point of the offering price range, or the number of shares to be offered on the cover page. In addition, please confirm that you will
not circulate copies of the registration statement or the preliminary prospectus until you include an estimated price range, dollar amounts dependent upon the offering price that are based on the midpoint of the offering price range, and all other
information except information you may exclude in reliance upon Rule 430A.

 Response:

We acknowledge the Staff’s comment and confirm that we will not circulate copies of the Registration Statement or the preliminary
prospectus until we have included an estimated price range, dollar amounts dependent upon the offering price that are based on the midpoint of the offering price range and all other information except information we may exclude in reliance upon Rule
430A.

 Page 2

 3. Prior to the effectiveness of your registration statement, please inform us as to whether or not
the amount of compensation allowable or payable to the underwriters has received clearance by FINRA.

 Response:

 We acknowledge the Staff’s comment and undertake to inform the Staff, prior to the effectiveness of the Registration
Statement, whether or not the amount of compensation allowable or payable to the underwriters has received clearance by FINRA.

 4. Many
of our comments apply to disclosure that appears in more than one place. To eliminate the need for us to issue repetitive comments, please make corresponding changes to all affected disclosure throughout your prospectus.

Response:

We acknowledge the Staff’s comment and have revised the disclosure in the Registration Statement in all places to which a comment
relates. We have provided page references to all responsive disclosure.

 5. Please file all omitted exhibits, including the opinions of
counsel regarding trust and tax matters. Please note that you will need to allow time for our review once you file the exhibits.

 Response:

 We acknowledge the Staff’s comment and intend to file all
remaining exhibits in time to allow the Staff to review these exhibits so that we may respond to any additional comments the Staff may have as a result of its review of the exhibits.

 6. Please advise us regarding the status of your application to list the common units on The New York Stock Exchange. If the information you provide may change prior to effectiveness of the Form
S-1, include brackets to indicate this.

 Response:

We have been in communication with The New York Stock Exchange (“NYSE”) and our NYSE eligibility review is currently scheduled
for February 10, 2011. After our eligibility review is complete, we expect to file an Original Listing Application.

 Cover Page
of Prospectus

 7. Please revise to clearly disclose whether and to what extent the amount of any distributions will be
reduced by a unitholder’s share of allocable income tax liability.

 Response:

We acknowledge the Staff’s comment and note that, as a statutory trust, the trust will not incur any income tax liability. As a
result, cash distributions to unitholders will not be affected by any income tax liabilities of the trust. We respectfully submit that, if we revised the disclosure on the cover page of the prospectus to refer to the trust’s income tax
liability, such disclosure would potentially cause confusion to investors, as there is no such liability.

 Page 3

 8. We note the disclosure under “Over-allotment option” on page 14. Please revise the cover
page to clearly disclose the impact of the over-allotment option on SandRidge’s interest in the trust. In this regard, we note the disclosure under “Ownership of Trust Units by SandRidge” indicates that SandRidge’s interest will
decrease if the over-allotment is exercised in full, but it does not indicate that SandRidge’s interest will increase if the over-allotment is not exercised.

 Response:

 We acknowledge the Staff’s comment and have added
disclosure to the cover page of the prospectus and elsewhere that clearly indicates the impact of the over-allotment option on SandRidge’s interest in the trust. See cover page and pages 2 and 14.

9. Please revise the second to last paragraph to clarify that the proceeds from the over-allotment option also will be paid to SandRidge.

 Response:

 We acknowledge the Staff’s comment and have added disclosure to the cover page of the prospectus to clarify that the proceeds from the over-allotment option will also be paid to SandRidge.

 Important Notice about Information in this Prospectus, page i

 10. We note the statements in the last two sentences of the second paragraph. These statements do not appear to be consistent with your disclosure obligations. Please revise to clarify that the
prospectus will be updated to the extent required by law and acknowledge that you are responsible for updating the prospectus to contain all material information. Please also comply with this comment with respect to the statement in the last
sentence of the second paragraph under “Cautionary Statement Regarding Forward-Looking Statements” on page 39.

Response:

We acknowledge the Staff’s comment and confirm to the Staff our recognition of the need to update the prospectus to the extent
required by law. We respectfully submit, however, that the statements in the last two sentences of the second paragraph on page i and the last sentence of the second paragraph under “Cautionary Statement Regarding Forward-Looking
Statements” on page 40 of the prospectus fairly advise investors that statements in the prospectus are made as of the date of the prospectus. Further, we believe such statements are customary in offering materials such as the prospectus, and we
do not believe such statements are inconsistent with our obligations to update the prospectus when and to the extent required by law.

Summary, page 1

SandRidge Mississippian Trust I, page 1

 11. We note the disclosure in the second and third paragraphs and in the second to last paragraph on page two. Please revise to disclose the net revenue interest of the public unitholders and
SandRidge, taking into account SandRidge’s ownership interest in the trust.

 Response:

We acknowledge the Staff’s comment and have disclosed the effective net revenue interest of SandRidge and of the public unitholders,
taking account of SandRidge’s retained interests in the Underlying Properties and its assumed ownership of 51% of the outstanding trust units. See pages 2 and 14.

 Page 4

 12. We note your disclosure in the second full paragraph on page two. Please revise to clarify whether
the derivatives agreement will cover hedges with respect to the oil and gas production from both the PDP and PUD wells.

Response:

We acknowledge the Staff’s comment and have updated the disclosure to clarify that the derivatives agreement will cover hedges with
respect to the oil and gas production from both the Producing Wells and the PUD Wells. See pages 2, 9, 46, F-11 and F-16.

 13. We note
the disclosure in the second full paragraph on page two regarding the hedging arrangements. Please revise to clarify whether and to what extent the trust will be liable for the costs of these arrangements. Please also revise to clarify that the
trust may be liable under the terms of the hedging arrangements for amounts owed to the counterparties.

Response:

We acknowledge the Staff’s comment and have revised the disclosure to clarify that the trust will not be liable for the costs of the
hedging arrangements put into place by SandRidge. We have also amended the disclosure to clarify that the trust may be liable under the terms of the hedging arrangements for amounts owed to the counterparties. See page 2.

14. We note the statement in the last paragraph of this subsection that SandRidge will have no ability to manage or influence the management of the
trust. Please reconcile with the disclosures regarding voting rights on pages 15 and 83, which appear to indicate that SandRidge retains certain voting rights as a holder of trust units.

Response:

We acknowledge the Staff’s comment and have updated the disclosure to clarify that SandRidge will retain certain voting rights as a
holder of trust units. See pages 3, 43 and 81.

 The Development Wells, page 3

15. Please revise this section to disclose that SandRidge may sell all or a portion of the Underlying Properties after satisfying its drilling
obligations to the trust. Alternatively, you may provide this disclosure in a bullet point in the Key Risk Factors section of your summary.

 Response:

 We acknowledge the Staff’s comment and have revised the
disclosure to state that SandRidge may sell all or a portion of the Underlying Properties after satisfying its drilling obligation. See page 4.

Mississippian Formation, page 4

 16. In the first paragraph, please revise to briefly explain the “reservoir risk” associated with horizontal drilling.

Response:

We acknowledge the Staff’s comment and have revised the disclosure in this section to remove the sentence that referred to
“reservoir risk.” We note for the Staff’s information that, in the context of

 Page 5

the discussion of the Mississippian formation appearing on page 4, the term “reservoir risk” referred principally to the risk that some or all of a drilled horizontal well might miss
the target area of the reservoir, as well as, more generally, reserve recovery and production decline risk. While we have removed the sentence referring to reservoir risk in the discussion of the Mississippian formation on page 4, we note that this
same issue is discussed, in greater detail, in the “Key Investment Considerations” section of the Summary, under the bullet “Well control and vertical drilling and production history significantly reduce drilling, reserve recovery
and production decline risk” on page 11. In addition, we note that the risks associated with horizontal drilling, and drilling generally, are discussed in detail in the risk factor captioned “Actual reserves and future production
may be less than current estimates, which could reduce cash distributions by the trust and the value of the trust units” on pages 20-21. In this risk factor, we have added a sentence stating explicitly that there is a risk that some or all
of the horizontal well could miss the target reservoir. See page 21.

 Target Distributions and Subordination and Incentive
Thresholds, page 4

 17. We note the disclosure in the first and second full paragraphs on page five. Please revise to provide
examples illustrating the impact of the subordination threshold and the incentive threshold.

 Response:

 We acknowledge the Staff’s comment and have added a hypothetical example to illustrate the impact of the subordination
threshold and the incentive threshold. We have also added a cross-reference to the section entitled “Target Distributions and Subordination and Incentive Thresholds,” where tabular examples of such examples are provided. See page 5.

 18. Please revise the third full paragraph on page five to indicate that the pro rata cash distributions on the common units will
decrease as a result of the conversion of the subordinated units following the subordination period.

 Response:

 We acknowledge the Staff’s comment and note that the pro rata cash distributions on the common units will not be impacted
by the conversion of the subordinated units into common units following the end of the subordination period because the subordination threshold will cease to exist following the subordination period. However, to help clarify the effect of the
expiration of the subordination period on distributions to trust unitholders, we have modified the disclosure at issue. See page 6.

 19.
We note the statement in the last paragraph on page five that the “a

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE
        May 6, 2009

Mr. Dirk M. Van Doren
Executive Vice President and Chief Financial Officer Sandridge Energy, Inc. 123 Robert S. Kerr Avenue Oklahoma City OK 73102
 Re: Sandridge Energy, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2008
Filed  February 26, 2009
  File No. 001-33784

Dear Mr. Van Doren:   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 ,
H. Roger Schwall Assistant Director

CORRESP
1
filename1.htm

corresp

[BRACEWELL & GIULIANI LLP Letterhead]

April 24, 2009

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attention:

    H. Roger Schwall

Craig Arakawa

Ron Winfrey

         Re:

    SandRidge Energy, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2008

Filed February 26, 2009

File No. 001-33784

Ladies and Gentlemen:

     This letter is being furnished to you on behalf of our client SandRidge Energy, Inc. (the
“Company” or “SandRidge”). Set forth below are the responses of SandRidge to comments received
from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange
Commission by letter dated March 31, 2009 regarding the SandRidge Annual Report on Form 10-K for
the year ended December 31, 2008 (the “Form 10-K”). For your convenience, the responses are
prefaced by the text of the Staff’s corresponding comment in bold.

Form 10-K for the Fiscal Year Ended December 31, 2008

Consolidated Statement of Changes in Stockholders’ Equity, page F-6

    1.

    We note that you have not presented share activity in your Consolidated Statement of Changes
in Stockholders’ Equity. Please disclose this activity as required by Rule 5-02.30 of
Regulation S-X.

    Response: The Company discussed changes in its common stock during 2006, 2007 and
2008 on pages F-33 to F-36 in Note 20 of the notes to the Consolidated Financial Statements
included in the Form 10-K. The Company believes this presentation is compliant with the last
sentence of Rule 5-02.30 of Regulation S-X, which requires a registrant to show “in a note or
statement the changes in each class of common shares

Securities and Exchange Commission

April 24, 2009

Page 2

    for each period for which an income statement is required to be filed” (emphasis added). In
considering this comment, however, the Company agrees with the Staff that a presentation of
share activity in its Consolidated Statements of Changes in Stockholders’ Equity would be
helpful disclosure for readers. The Company intends to add this presentation in its Form
10-Q for the first quarter of 2009.

Note 12 — Long-Term Debt, page F-26

    2.

    You disclose that as of October 27, 2008 all of your 8.625% Senior Notes Due 2015 and Senior
Floating Rate Notes due 2014 were exchanged for substantially identical notes that are
registered under the Securities Act of 1933. It appears that you need to follow the guidance
in Item 503(d) and Item 601(b)(12) of Regulation S-K, which requires entities with registered
debt to present a ratio of earning to fixed charges and to provide as an exhibit a statement
that sets forth the computation.

    Response: Item 503(d) of Regulation S-K requires the presentation of ratios of earnings to
fixed charges in a registration statement registering debt securities under the Securities
Act of 1933. Instruction 3 to Item 503(d) requires the filing of an exhibit to the
registration statement to show the calculation of the ratios and refers to paragraph (b)(12)
of Item 601 of Regulation S-K. The Company had no active registration statements relating to
debt securities at the time it filed the Form 10-K.

    The debt exchanges referred to in this comment were made under SandRidge’s registration
statement on Form S-4 (Registration No. 333-151899), which was filed initially on June 24,
2008. This filing includes as Exhibit 12.1 the ratios of earnings to fixed charges required
by Regulation S-K Item 503(d). All of the debt securities registered were issued and
exchanged for the outstanding privately issued debt securities pursuant to the offers to
exchange prior to the expiration of the exchange offers in October 2008.

    Absent the need to update an active registration statement requiring earnings to fixed charge
ratios through forward incorporation by reference to Exchange Act reports, the Company is
aware of no requirement to include such ratios in Form 10-K. Of course, as noted in
paragraph 8210, “Required Disclosure,” of the Staff’s Financial Reporting Manual, such ratios
“may be disclosed voluntarily in . . . . 1934 Act forms” (emphasis added). Accordingly, the
Company believes that the presentation of ratios of earnings to fixed charges and the
corresponding exhibit that sets forth the computation thereof are not required by Form 10-K,
and that it has complied with the disclosure requirements of Form 10-K in this regard.

Securities and Exchange Commission

April 24, 2009

Page 3

    3.

    We note that your Section 302(a) Certifications located at Exhibits 31.1 and 31.2 do not
conform to the requirements of Item 601(b)(31) of Regulation S-K, as you have omitted the
language pertaining to your responsibility for internal control over financial reporting,
required in the introductory section of paragraph 4. Please revise your certifications to
include the appropriate representations.

    Response: On April 23, 2009, SandRidge re-filed Exhibits 31.1 and 31.2 with an
amendment to the Form 10-K.

Engineering Comments

Notes to Consolidated Financial Statements, page F-7

Supplemental Information on Oil and Gas Producing Activities (Unaudited), page F-42

Reserve Quantity Information, page F-46

    4.

    We note the 32% net positive revisions for your year-end 2008 proved reserves. Please
explain the details—location, reserve estimation method, reserve development status, recovery
improvement process etc.—of the positive, performance-based component of your 453 BCFE net
increase.

    Response: The 2008 net positive proved reserve revisions of 453 Bcfe are the result
of a positive revision of approximately 659 Bcfe offset by a negative revision of
approximately 206 Bcfe. The negative revision related primarily to the negative impact on
previously booked reserves of lower commodity prices at December 31, 2008 compared to
December 31, 2007. The positive revision of 659 Bcfe was primarily derived from SandRidge
drilling additional wells interior to its “proven field boundaries” on previously established
spacing unit designations. To an immaterial extent, positive reserve revisions were also
made as a result of changes in reservoir performance.

    During 2008, SandRidge drilled 755 wells interior to its “proven field boundaries” at an
approximate cost of $1.05 billion and developed 397 Bcfe of proved developed producing
reserves and booked an additional 445 Bcfe of proved undeveloped reserves as direct offsets
to producing properties. As shown in the table below, 2008 net revisions yielded an
approximate 1:1 ratio of new proved undeveloped reserves to reserves developed to producing
in 2008. The table details reserve revisions and proved developed producing additions by the
Company’s primary operating areas.

Securities and Exchange Commission

April 24, 2009

Page 4

    Operating Areas

    WTO

    East

    Mid-

    Gulf

    Gulf of

    Other

    Piñon

    Texas

    Continent

    Coast

    Mexico

    WTO

    Total

    Revisions of Proved Reserve
Previous Estimates (Bcfe)

    New Drill PDP

    129

    19

    31

    20

    0

    14

    214

    New PUD

    286

    109

    13

    —

    0

    37

    445

    Total

    416

    128

    44

    20

    0

    51

    659

    Developed PDP Reserves (Bcfe)

    New Drill PDP

    129

    19

    31

    20

    0

    14

    214

    Conversion of 2007 PUD to PDP

    129

    42

    6

    0

    0

    6

    183

    Total

    259

    61

    37

    20

    0

    20

    397

    New PUD to Developed PDP Ratio

    1.11

    1.8

    0.35

    —

    —

    1.84

    1.12

    The Piñon field in the West Texas Overthrust (WTO) represented approximately 63% of the total
2008 positive net revisions. SandRidge and its predecessors have drilled and completed over
600 wells delineating the Piñon “proven field boundaries” within approximately 30,000 acres.
SandRidge has delineated the “proved acreage” without drilling a single dry hole. Further,
SandRidge has delineated the entire Piñon field acreage position with current 3-D seismic
technology tied to the 600 physical well bores.

    Paragraph 11 of FAS 69 defines revisions of previous estimates as “changes in previous
estimates of proved reserves, either upward or downward, resulting from new information
(except for an increase in proved acreage) normally obtained from development drilling and
production history or resulting from a change in economic factors” (emphasis added). By
contrast, additions to proved reserves resulting from extension of proved acreage of
previously discovered reservoirs are defined in FAS 69 as “extensions and discoveries.”
SandRidge has relied on these definitional distinctions in classifying reserve additions from
drilling activity interior to the “proven field boundaries” within known reservoir limits as
“revisions.” If the Company drills exterior to “proven field boundaries” extending the
limits of the known reservoir, it classifies those reserve additions as “extensions.” The
Company also notes that “extension well” in Regulation S-X Rule 4-10(a)(14), to be effective
January 1, 2010 (Rel. Nos. 33-8995; 34-59192), is a well drilled to extend the limits of a
known reservoir, echoing the FAS 69 definition of extensions and discoveries

Securities and Exchange Commission

April 24, 2009

Page 5

    and drawing on an existing PRMS definition. Below is a basic illustration of SandRidge’s
classification practice.

    SandRidge believes that its classification of proved reserves revisions and extensions has
been consistent and is supported by relevant guidance.

Changes in the Standardized Measure of Discounted Future Net Cash Flows from Proved Oil and Gas
Reserves, page F-48

    5.

    Line item (g) in paragraph 33 of FAS 69 requires the disclosure of “previously estimated
development costs incurred during the period”. Your disclosure, “Development costs incurred”,
presents figures identical with the historical costs incurred on page F-4[3], not the
previously estimated development costs contemplated in FAS 69. Please explain to us how you
will comply with FAS 69.

    Response: The amounts presented as “Development costs incurred” in the “Changes in
the Standardized Measure of Discounted Future Net Cash Flows From Proved Oil and Gas
Reserves” table on page F-48 represent costs incurred during the period on properties with
associated proved reserves at the end of the previous year end in accordance with line item
(g) in paragraph 33 of FAS 69. The Company took the same approach in presenting development
costs in the “Costs Incurred in Property, Acquisition, Exploration and Development
Activities” table on page F-43. In both

Securities and Exchange Commission

April 24, 2009

Page 6

    cases, the Company applied the definition of “Development Costs” in Regulation S-X Rule
4-10(a)(16)—costs incurred to access proved reserves. As a result, the same development
cost amounts were presented in the tables on pages F-43 and F-48.

    Based on a conversation with the Staff on April 13, 2009, the Company understands that the
Staff interprets development costs incurred, for purposes of the table on page F-43, to be
development costs incurred on properties with associated proved reserves at the time drilling
commenced rather than at the end of the previous year as assumed in the Company’s
presentation. For the periods presented, costs incurred on properties that became proved
subsequent to the previous year end are included as “Exploration” costs incurred in the table
on page F-43. The change in classification of such costs between line items in the table of
costs incurred on page F-43 is not material to the financial statements taken as a whole for
the periods presented; however in future filings, the Company will include them as
“Development” costs incurred.

* * *

Please do not hesitate to call me at (214) 758-1622 if you have any questions or would like further
information regarding any of the foregoing. Thank you for your consideration.

    Very truly yours,

    /s/ CONNIE S. STAMETS

    Connie S. Stamets

    cc:

    Dirk M. Van Doren

Richard J. Gognat

SandRidge Energy, Inc.

CORRESP
1
filename1.htm

corresp

[SandRidge Energy, Inc. Letterhead]

April 24, 2009

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549-7010

Attention: Mr. H. Roger Schwall

    Re:

    SandRidge Energy, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2008

Filed February 26, 2009

File No. 001-33784

Ladies and Gentlemen:

     In connection with responding to the comments of the staff of the Securities and Exchange
Commission set forth in a letter dated March 31, 2009, SandRidge Energy, Inc. acknowledges 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.

    Very truly yours,

SandRidge Energy, Inc.

    /s/ DIRK M. VAN DOREN

    By:
                                                       Dirk M. Van Doren

    Executive Vice President and Chief

    Financial Officer

CORRESP
1
filename1.htm

corresp

[Bracewell & Giuliani LLP Letterhead]

April 15, 2009

Mr. Craig H. Arakawa

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Re:

     SandRidge Energy, Inc.

Form 10-K for the Fiscal Year Ended December 31, 2008

Filed February 26, 2009

File No. 001-33784

Dear Mr. Arakawa:

On behalf of SandRidge Energy, Inc., we would like to advise you that SandRidge is in receipt of
the staff’s letter dated March 31, 2009 containing comments related to the staff’s review of the
above-referenced Form 10-K. You requested that SandRidge respond to the comments within 10
business days or advise when a response would be provided. As discussed with you by telephone
today, SandRidge respectfully requests an extension of the original response time so that its
response is due no later than April 24, 2009.

Please call me at (214) 758-1622 if you have any questions or would like further information
regarding the proposed timetable for responding to the comment letter. Thank you for your
consideration.

    Very truly yours,

    /s/ CONNIE S. STAMETS

    Connie S. Stamets

    cc:

    Richard J. Gognat

SandRidge Energy, Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

DIVISION OF
CORPORATION FINANCE
        March 31, 2009

Mr. Dirk M. Van Doren
Executive Vice President and Chief Financial Officer Sandridge Energy, Inc. 123 Robert S. Kerr Avenue Oklahoma City OK 73102
 Re: Sandridge Energy, Inc.
  Form 10-K for the Fiscal Year Ended December 31, 2008
Filed  February 26, 2009
  File No. 001-33784

 Dear Mr. Van Doren:
We have reviewed your filing and have the following 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.     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 the Fiscal Year Ended December 31, 2008

Consolidated Statement of Changes in Stockholders’ Equity, page F-6

1. We note that you have not presented share activity in your Consolidated Statement of Changes in Stockholders’ Equity.  Please disclose this activity as required by Rule 5-02.30 of Regulation S-X.
 Note 12 – Long-Term Debt, page F-26

 2. You disclose that as of October 27, 2008 all of your 8.625% Senior Notes Due 2015 and Senior Floating Rate Notes Due 2014 were exchanged for substantially identical notes that are registered under the Securities Act of 1933.  It appears that

Mr. Dirk M. Van Doren
Sandridge Energy, Inc.
March 31, 2009 Page 2

you need to follow the guidance in Item 503(d) and Item 601(b)(12) of Regulation S-K, which requires entities with registered debt to present a ratio of earning to fixed charges and to provide as an exhibit a statement that sets forth the computation.
 Exhibits

 3. We note that your Section 302(a) Certifications located at Exhibits 31.1 and 31.2 do not conform to the requirements of It em 601(b)(31) of Regulation S-K, as you
have omitted the language pertaining to your responsibility for internal control over financial reporting, required in the introductory section of paragraph 4.  Please revise your certifications to include the appropriate representations.
 Engineering Comments

 Notes to Consolidated Financial Statements, page F-7

 Supplemental Information on Oil and Gas Producing Activities (Unaudited), page F-42

 Reserve Quantity Information, page F-46

 4. We note the 32% net positive revisions for your year-end 2008 proved reserves.  Please explain the details – location, reserve estimation method, reserve development status, recovery improvement process etc - of the positive, performance-based component of your 453 BCFE net increase.
 Changes in the Standardized Measure of Discounted Future Net Cash Flows from Proved
Oil and Gas Reserves, page F-48
 5. Line item (g) in paragraph 33 of FAS 69 requires the disclosure of “previously estimated development costs incurred during the period”.  Your disclosure, “Development costs incurred”, presents figures identical with the historical costs incurred on page F-43, not the previously estimated development costs contemplated in FAS 69.  Please explain to us how you will comply with FAS 69.

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. Dirk M. Van Doren
Sandridge Energy, Inc. March 31, 2009 Page 3

   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.
 You may contact Craig Arakawa at (202) 551-3650, or Karl Hiller, Branch Chief,
at (202) 551-3686 if you have questions regarding comments on the financial statements and related matters.  You may contact Ron Winfrey, Petroleum Engineer, at (202) 551-3704 with questions about engineering comments.  Please contact me at (202) 551-3745 with any other questions.          S i n c e r e l y ,
H. Roger Schwall Assistant Director

CORRESP
1
filename1.htm

corresp

September 15, 2008

Via EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 7010

Washington, D.C. 20549-7010

Attention: H. Roger Schwall

    Re:

    Request for Acceleration of Effectiveness of Registration
Statement on Form S-4 (File No. 333-151899) of SandRidge
Energy, Inc. and co-registrants (the “Registrant”)

Dear Mr. Schwall:

     Pursuant to Rule 461 under the Securities Act of 1933, the Registrant hereby requests that the
effectiveness of the above-captioned Registration Statement be accelerated so that such
Registration Statement will become effective on September 16, 2008 at 12:00 p.m., Eastern Time, or
as soon thereafter as practicable.

     The Registrant hereby acknowledges that the disclosure in the filing is the responsibility of
the Registrant. The Registrant further acknowledges that (i) 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; (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the Registrant from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and (iii) the Registrant 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 direct any questions or comments regarding the foregoing to me at (405) 753-5500 or Jim
Prince of Vinson & Elkins L.L.P. at (713) 758-3710.

Securities and Exchange Commission

September 15, 2008

Page 2

    Sincerely,

SandRidge Energy, Inc.

    By:
                                                  /s/ Richard J. Gognat

    Richard J. Gognat

    Senior Vice President, Land and Legal, and
General Counsel

cc: James M. Prince, Vinson & Elkins L.L.P.

CORRESP
1
filename1.htm

corresp

September 11, 2008

Via EDGAR and Facsimile

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 7010

Washington, D.C. 20549-7010

Attention: H. Roger Schwall

    Re:

    SandRidge Energy, Inc. and co-registrants

    Registration Statement on Form S-4 — Amendment No. 2

    Filed September 8, 2008

    File No. 333-151899

Dear Mr. Schwall:

     On September 8, 2008, SandRidge Energy, Inc., a Delaware corporation (“SandRidge” or the
“Company”) filed through EDGAR Amendment No. 2 (“Amendment No. 2”) to the Company’s Registration
Statement on Form S-4 filed with the Securities and Exchange Commission (the “Commission”) on June
24, 2008, File No. 333-151899 (the “Registration Statement”). The Company filed Amendment No. 2 in
response to comments orally conveyed by the staff of the Division of Corporation Finance (the
“Staff”) of the Commission during a telephone conference on September 2, 2008.

     In response to the Staff’s comments, the Company revised the fee table on the facing page of
the Registration Statement to include a good faith estimate of the maximum amount of additional
Senior Notes Due 2015 that may be issued as payment of interest. The Company also revised the
disclosure on the cover page of the prospectus contained in the Registration Statement to include
the amount of such good faith estimate.

     Please direct any questions or comments regarding the foregoing to me at (405) 753-5500 or Jim
Prince of Vinson & Elkins L.L.P. at (713) 758-3710.

    Sincerely,

SandRidge Energy, Inc.

    By:

/s/
Richard J. Gognat

    Richard J. Gognat

    Senior Vice President, Land and Legal, and
General Counsel

cc: James M. Prince, Vinson & Elkins L.L.P.

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

       DIVISION OF
CORPORATION FINANCE
   Mail Stop 7010
July 11, 2008

Via U.S. mail and facsimile

Mr. Tom L. Ward          Chairman, Chief Executive Officer and President      SandRidge Energy, Inc.              1601 N.W. Expressway, Suite 1600 Oklahoma City, Oklahoma 73118
Re: SandRidge Energy, Inc. and co-registrants   Registration Statement on Form S-4
Filed June 24, 2008  File No. 333-151899
Dear Mr. Ward:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, 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 re view 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 on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

1. The staff notes that it appears that you are registering the exchange of
$650,000,000 of  8 5/8% Senior Notes due 2015 and $350,000,000 of Senior Floating Rate Notes due 2014  in reliance on the staff's position enunciated in the
Exxon Capital Holdings Corporation, SE C No-Action Letter (April 13, 1989).
See
 also the Morgan Stanley & Co. Inc., SE C No-Action Letter (June 5, 1991)
and the Shearman & Sterling, SEC No-Ac tion Letter (July 2, 1993).  Accordingly,
please provide a supplemental letter to the staff stating that the issuer is

Mr. Tom L. Ward
SandRidge Energy, Inc.
July 11, 2008 Page 2
registering the exchange offer in relian ce on the staff's position in those letters.
Include in your supplemental letter the representations contained in the Morgan
Stanley and Shearman & St erling no-action letters.
 Basic Terms of the Senior Notes, page 81

2. We note that the registrant has the option to pay interest by increasing the
outstanding principal amount of the Senior  Notes or by issuing additional Senior
Notes.  Make clear where you discuss th ese options that the new notes are not
included as part of this offering.  Al so discuss any potential impact on the
liquidity of the registered notes, and include new Risk Factors disclosure regarding any related risks.
 Closing Comments

 As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and 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 in formation required under
the Securities Act of 1933 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.
 Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:   ‚ should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e 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 a nd 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.

Mr. Tom L. Ward
SandRidge Energy, Inc. July 11, 2008 Page 3
 In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ade quate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
 You may contact Donna Levy at (202) 551- 3292 or, in her absence, Timothy S.
Levenberg, Special Counsel, at (202) 551-3707 with any questions.

Sincerely,

H. Roger Schwall Assistant Director
  cc: James M. Prince, Esq. (by facsimile 713-615-5962)
D. Levy

CORRESP
1
filename1.htm

corresp

[Letterhead of SandRidge Energy, Inc.]

December 19, 2007

Via Facsimile and EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

Attention:     Ms. Donna Levy

    Re:

    Request for Acceleration of
Effectiveness of Registration Statement on Form S-1

(File No. 333-145386) of SandRidge Energy, Inc. (the “Registrant”)

Ladies and Gentlemen:

     Pursuant to Rule 461 under the Securities Act of 1933, the Registrant hereby requests that the
effectiveness of the above-captioned Registration Statement be accelerated so that such
Registration Statement will become effective on December 21, 2007 at 12:00 p.m., Eastern Time, or
as soon thereafter as practicable.

     The Registrant hereby acknowledges that the disclosure in the filing is the responsibility of
the Registrant. The Registrant further acknowledges that (i) 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, (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the Registrant from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and (iii) the Registrant 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 call T. Mark Kelly of Vinson & Elkins L.L.P., counsel to the Registrant, at (713)
758-4592 with any questions regarding this matter.

    Very truly yours,

SANDRIDGE ENERGY, INC.

    By:
    /s/ V. Bruce Thompson

    V. Bruce Thompson

    Senior Vice President -- Legal,

General Counsel and Secretary

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

       DIVISION OF
CORPORATION FINANCE
   Mail Stop 7010

December 14, 2007

By U.S. Mail and Facsimile

Mr. Tom L. Ward             Chairman, Chief Executive Officer and President      SandRidge Energy, Inc.              1601 N.W. Expressway, Suite 1600 Oklahoma City, Oklahoma 73118
Re: SandRidge Energy, Inc.  Amendment No. 1 to Registrati on Statement on Form S-1
Filed December 5, 2007  File No. 333-145386  From 10-Q for the quart er ended September 30, 2007
Filed December 3, 2007 File No. 1-33784
Dear Mr. Ward:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicat ed, we think you should revise  your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, 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 re view 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.

Mr. Tom L. Ward
SandRidge Energy, Inc.
December 14, 2007 Page 2  General

1. We note your response to our prior comment 1 and your revisions to your disclosure
to reflect your results as of September 30, 2007 and to co mply with all applicable
comments to your IPO Form S-1 regi stration statement, file no. 333-144004.
However, please further revise disclosure  throughout your prospectus to provide
missing information, and to reflect results as of September 30, 2007, and subsequent events.  As examples only, we note the following:

• In the “Overview” section of the “Summary” on page 1 you present
capital expenditures as of June 30, 2007.
• Your risk factor on page 14 entit led “We will not know conclusively
prior to drilling” gives drilli ng information as of June 30, 2007.
• Your risk factor on page 22 entitled “You may experience Dilution”
provides information as of June 30, 2007 and has missing information.
• In the “Related Party Transactions” section on page 124, update the disclosure with regard to the purchas e of gas and oil interests from Mr.
Mitchell, which apparently  closed in November.
• Update the “Where You Can Find More Information” section on page 135 to reflect the completion of the offering.

2. We note your response to our prior comme nt 2.  Please provide the additional
information that you refer to when it becomes available.

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

Correction of an Accounting Error, page 34
3. We note your statement that you have take n steps to improve and continue to
improve your internal control over financial reporting in  light of the need for a
restatement.  However, we note that in your Form 10-Q for the quarter ended
September 30, 2007 you state that you made no material changes to your internal controls over financial re porting during the quarter. Please reconcile these
statements.

Selling Stockholders, page 112

4. We note your response to our prior comment  3.  Please delete the language in the
introductory paragraph that refers to the stock that you have removed from
registration in response to the prior comment.

Mr. Tom L. Ward
SandRidge Energy, Inc.
December 14, 2007 Page 3  5. Please identify the natural persons who have the authority to vote or dispose of the
securities for the following entities: the Ares entities, Garrett Family Equity
Investment LLC; and Bar-Co Investments, LLC.
6. We note that the total number of shares  on the table to be sold by your selling
shareholders is 41,878,396, but that you have registered 57,601,952 shares for
resale.  Please advise.
 Plan of Distribution, page 118

7. Please specifically name the selling shar eholders who are broker-dealers and, as
such, deemed to be underwriters.

Exhibits
8. Please file your opinion of counsel as an exhibit.

Closing Comments

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to
expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and 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 in formation required under
the Securities Act of 1933 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.       Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, 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;

Mr. Tom L. Ward
SandRidge Energy, Inc. December 14, 2007 Page 4
• 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 comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acceleration of the effective date.
 We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

Please contact Donna Levy at (202) 551-3292 or, in her absence, Timothy
Levenberg, Special Counsel, at ( 202) 551-3707 with any questions.
        S i n c e r e l y ,           H .  R o g e r  S c h w a l l         A s s i s t a n t  D i r e c t o r   cc: T. Mark Kelly (via facsimile)
D. Levy
 T. Levenberg

CORRESP
1
filename1.htm

corresp

[Letterhead of SandRidge Energy, Inc.]

December 4, 2007

Via EDGAR and Federal Express

Mr. H. Roger Schwall

Assistant Director

United States Securities and Exchange Commission

Washington, D.C. 20549

    Re:

    SandRidge Energy, Inc.

    Registration Statement on Form S-1

    Filed August 13, 2007

    File No. 333-145386

Dear Mr. Schwall:

     Set forth below are the responses of SandRidge Energy, Inc., a Delaware corporation (“we,”
“us” or “our”), to comments received from the staff of the Division of Corporation Finance (the
“Staff”) of the United States Securities and Exchange Commission (the “Commission”) by letter dated
September 11, 2007, with respect to the review of the Company’s Registration Statement on Form S-1
filed with the Commission on August 13, 2007, File No. 333-145386 (the “Registration Statement”).
For your convenience, each response is prefaced by the exact text of the Staff’s corresponding
comment.

     We have filed through EDGAR and enclosed herewith five courtesy copies of Amendment No. 1
(“Amendment No. 1”) to the Registration Statement.

General

    1.

    We understand from your counsel that you will update disclosure throughout the registration
statement, including interim financial statements for the quarter ended June 30, 2007, with
your amendment.

Also, please revise your disclosure in this registration statement to comply with all
applicable comments related to the other Form S-1 registration statement, file no.
333-144004, that you currently have on file with us.

Response: We have updated the disclosures in Amendment No. 1 to include interim
financial statements for the quarter ended September 30, 2007 and to comply with all
applicable comments provided on our other registration statement on Form S-1 (File No.
333-144004).

    2.

    You currently omit material information, including disclosure pertaining to the Offering
section on page 8 and the Description of Capital Stock section on page 118.

U.S. Secutities and Exchange Commission

December 4, 2007

Page 2

We will need the opportunity to review all new disclosure, including this information and
the disclosure required pursuant to Items 507 and 508 of Regulation S-K. To expedite the
review process, please provide all this information promptly. We may have additional
comments.

Response: We have revised the disclosure in Amendment No. 1 to include previously
omitted information, including the information required by Items 507 of Regulation
S-K as set forth on pages 112 through 117 of Amendment No. 1.
The information required by Item 508 of Regulation S-K was
previously included in the Registration Statement and is located on
pages 119 through 120 of Amendment No. 1. We intend to provide
additional information as it becomes available.

    3.

    We note by reference to page 111 that you are registering common stock that may be issuable
upon conversion of convertible preferred stock “that may be issued upon tender to us of
outstanding common shares in connection with the exercise of outstanding warrants to purchase
our convertible preferred stock.” Disclose the material terms of the warrants and how the
price of the convertible preferred stock will be determined. Provide us with your analysis of
whether this part of the transaction is complete and the common stock underlying the unissued
convertible preferred stock may properly be registered. See Interpretation No. 3S(b) of the
Regulation S-K section of the Division of Corporation Finance’s March 1999 Supplement to the
Manual of Publicly Available Telephone Interpretations.

Response:
We have revised our disclosure on page 112 of Amendment No. 1 to
eliminate the reference to the common stock that may be issuable upon conversion of
convertible preferred stock that may be issued upon tender to us of outstanding common
            shares in connection with the exercise of warrants to purchase our convertible preferred
stock. We no longer intend to register such shares of common stock at this time pursuant to
the Registration Statement.

Summary

Initial Public Offering, page 6

    4.

    Once known, expand this section to quantify the price per share, the number of shares being
registered for sale by selling shareholders and the number to be offered on a primary basis.

Response:
We have revised the disclosure on page 6 of Amendment No. 1 to quantify the price per
share, number of shares sold on a primary basis and the use of proceeds. No shares were
sold by the selling stockholders.

U.S. Secutities and Exchange Commission

December 4, 2007

Page 3

     Please direct any questions that you have with respect to the foregoing or with respect to the
Registration Statement or Amendment No. 1 to Bruce Thompson at (405) 753-5603 or Jim Prince at
Vinson & Elkins L.L.P. at (713) 758-3710.

    Very truly yours,

    By:
    /s/ V. Bruce Thompson

    V. Bruce Thompson

    Senior Vice President —

Legal and General Counsel

    cc:

    Donna Levy, Securities and Exchange Commission

    James M. Prince, Vinson & Elkins L.L.P.

    T. Mark Kelly, Vinson & Elkins L.L.P.

CORRESP
1
filename1.htm

corresp

November 1, 2007

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

         Re:

    SandRidge Energy, Inc.

Registration Statement on Form S-1 (File No. 333-144004)

Ladies and Gentlemen:

     As underwriters of the Company’s proposed public offering of 26,000,000 shares of common
stock, we hereby join the Company’s request for acceleration of the above-referenced Registration
Statement, requesting effectiveness for 10:00 a.m. (NYT) on Monday, November 5, 2007, or as soon
thereafter as is practicable.

     Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, we
wish to advise you that we have effected the following distribution of the Company’s Preliminary
Prospectus dated October 23, 2007, through the date hereof:

     Preliminary Prospectus dated October 23, 2007:

     27,075 copies to prospective Underwriters, institutional investors, dealers and
others

     The undersigned advise that they have complied and will continue to comply with Rule 15c2-8
under the Securities Exchange Act of 1934.

    Very truly yours,

LEHMAN BROTHERS INC.

GOLDMAN, SACHS & CO.

BANC OF AMERICA SECURITIES LLC

As Representatives of the several Underwriters

    By:
    LEHMAN BROTHERS INC.

    By:
                                      /s/  Victoria Hale

    Victoria Hale

    Vice President

CORRESP
1
filename1.htm

corresp

[Letterhead of SandRidge Energy, Inc.]

November 1, 2007

Via Facsimile and EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-7010

    Attention:

    Ms. Donna Levy

    Re:

    Request for Acceleration of Effectiveness of Registration Statement on Form S-1
(File No. 333-144004) of SandRidge Energy, Inc. (the “Registrant”)

Ladies and Gentlemen:

     Pursuant to Rule 461 under the Securities Act of 1933, the Registrant hereby requests that the
effectiveness of the above-captioned Registration Statement be accelerated so that such
Registration Statement will become effective on November 5, 2007 at 10:00 a.m., Eastern Time, or as
soon thereafter as practicable.

     The Registrant hereby acknowledges that the disclosure in the filing is the responsibility of
the Registrant. The Registrant further acknowledges that (i) 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, (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the Registrant from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and (iii) the Registrant 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 call T. Mark Kelly of Vinson & Elkins L.L.P., counsel to the Registrant, at (713)
758-4592 with any questions regarding this matter.

    Very truly yours,

SANDRIDGE ENERGY, INC.

    By:
    /s/ V. Bruce Thompson

    V. Bruce Thompson

    Senior Vice President—Legal,

General Counsel and Secretary

CORRESP
1
filename1.htm

corresp

[Letterhead of SandRidge Energy, Inc.]

October 23, 2007

Via EDGAR and Federal Express

Mr. H. Roger Schwall

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 7010

Washington, D.C. 20549

    Re:

SandRidge
Energy, Inc.

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

Filed October 4, 2007

File No. 333-144004

Dear Mr. Schwall:

     Set forth below are the responses of SandRidge Energy, Inc., a Delaware corporation (“we,”
“us” or “our”), to comments received from the staff of the Division of Corporation Finance (the
“Staff”) of the United States Securities and Exchange Commission (the “Commission”) by letter dated
October 19, 2007, with respect to the review of Amendment No. 3 to the Company’s Form S-1 filed
with the Commission on October 4, 2007, File No. 333-144004 (the “Registration Statement”). For
your convenience, each response is prefaced by the exact text of the Staff’s corresponding comment.

     We have filed through EDGAR and enclosed herewith five courtesy copies of Amendment No. 4
(“Amendment No. 4”) to the Registration Statement.

General

    1.

    Eliminate the new cover page reference to “joint book-running managers.”

    Response: We have eliminated the reference to “joint book-running managers” on the front cover page and back cover page.

U.S. Securities and Exchange Commission

October 23, 2007

Page 2

    2.

    We note the new disclosure regarding the sale of shares to Mr. Ward, your CEO and largest
shareholder. Explain to us why you believe you can register the issuance of these shares with
this registration statement. We may have additional comments.

    Response: We respectfully submit that our proposed treatment of the concurrent
public offering of shares to an entity controlled by Mr. Ward is consistent with the
provisions and principles of the Securities Act of 1933. We further respectfully submit
that this treatment is much more consistent with the facts than a deemed completed private
placement. The concurrent offering is being made directly by us to Mr. Ward. While Mr. Ward
has orally indicated his desire to purchase such shares, he is under no legal obligation to
do so. In addition, the price at which he may purchase such shares is the public offering
price, which has not yet been determined. We submit that this is similar to any public
offeree who, prior to effectiveness, orally indicates an interest in purchasing securities
in a public offering, including participants in the disclosed directed share program. To
recharacterize this offer and indication of interest by Mr. Ward as a completed private
transaction would be inconsistent with the facts and would serve little statutory or
regulatory purpose. This approach is consistent with prior transactions involving a
concurrent public offering of shares to senior officers or their affiliates. Please see the
registration statements for the Enterprise GP Holdings L.P. initial public offering
(Registration No. 333-124320 filed August 24, 2005) and Enterprise Products Partners, L.P.
follow-on offering (Registration No. 333-102778 filed August 2, 2004). Accordingly, we
believe it is appropriate to register these shares with the Registration Statement. We have revised our disclosure on the
cover page and page 134 of Amendment No. 4 to clarify that Mr. Ward has no current obligation to
purchase such shares.

    3.

    Make clear whether the amount per share Mr. Ward will pay in the offering will be adjusted in any way to give effect to the absence of an underwriting discount.

    Response: As previously disclosed in the Registration Statement, Mr. Ward will pay
the public offering price per share for any shares he purchases directly from us. No
adjustment will be made to give effect to the lack of an underwriting discount with respect
to these shares. Please see page 134 and the cover page of Amendment No. 4.

    4.

    The purpose of the proposed artwork as it appears on the inside cover page is not apparent.
If you intend to retain it, please provide us with an explanation and include appropriate text
as necessary to place it in proper context.

    Response: We have included additional disclosure on the inside cover page of
Amendment No. 4 to place the illustration in its proper context. The artwork on the inside
cover page is intended to illustrate the complex structural geology of the West Texas
Overthrust, the geological formation in our primary area of operation. The illustration
depicts a north/south cross section across the leading edge of the western most portion of
the West Texas Overthrust. The well-bores depicted in the illustration are based on actual
producing wells that we operate. The illustration is not to scale, but is based on
subsurface well logs, 2-D seismic profiles and published geological papers.

    5.

    We note your response to our prior comment 2. Please file all remaining exhibits, including
the underwriting agreement and opinion of counsel.

    Response: We have filed all remaining exhibits with Amendment No. 4, including the
form of underwriting agreement and opinion of counsel.

U.S. Securities and Exchange Commission

October 23, 2007

Page 3

    6.

    We note that you have filed a Form of Indemnification Agreement as Exhibit 10.5. Please
describe the material terms of that agreement in the prospectus.

    Response: The material terms of the indemnification agreements have been previously
described in the Registration Statement. Please see pages 96 and 97 of Amendment No. 4.

Use of Proceeds, page 26

    7.

    We note that you intend to use a portion of the proceeds to repay a $50 million note you
intend to incur in connection with a potential acquisition. Please describe the properties to
be acquired and the anticipated terms of the acquisition, if material.

    Response: We have described the terms of the acquisition and the properties acquired
on page 69 of Amendment No. 4.

Executive Compensation and Other Information

Summary Compensation, page 105

    8.

    Please update the status of Mr. Mitchell in footnote 4 to this table.

    Response: We have revised the disclosure on page 105 of Amendment No. 4 to update
the status of Mr. Mitchell.

Principal and Selling Stockholders, page 115

    9.

    You indicated to us that you will not have any selling stockholders. If true, please revise
the heading to this section and the table to eliminate the suggestion that there are selling
shareholders.

    Response: We have eliminated all references to selling stockholders in Amendment No. 4.

Related Party Transactions

General, page 117

    10.

    Once it has been drafted, describe the material terms of your written policy with respect to
reviewing, approving and ratifying related party transactions.

    Response: We have described the material terms of our written policy for reviewing,
approving and ratifying related party transactions on page 117 of Amendment No. 4.

U.S. Securities and Exchange Commission

October 23, 2007

Page 4

Other
Transactions with N. Malone Mitchell,
3rd , page 119

    11.

    We note your response to our prior comment 4. State whether the May 2, 2007 transaction was
on terms similar to those obtainable from third parties and whether the purchase was approved
by disinterested Board members. File the purchase agreement as an exhibit. Further describe
the leasehold acreage purchased from Longfellow.

    Response: We have substantially revised the description of the May 2, 2007
transaction on page 120 of Amendment No. 4 to provide a more accurate description of the
transaction and to respond to the requested information. We do not believe any of these oil
and gas leases are required to be filed with the Registration Statement as material
contracts exhibits because (i) the only documentation of the transactions is a series of oil
and gas leases on forms mandated, reviewed and approved by the General Land Office of the
State of Texas, (ii) Mr. Mitchell’s affiliate, Longfellow, is not an actual party to the
leases and is only acting as agent and (iii) the leases are of a type routinely entered into
in the ordinary course of our business.

Other Transactions with Dan Jordan, page 120

Other Transactions with Bill Gilliland, page 120

    12.

    State whether the June 2007 transaction with Mr. Jordan and the February 2006 transaction
with Mr. Gilliland were on terms similar to those obtainable from third parties and whether
the purchases were approved by disinterested Board members.

    Response: We have revised the disclosure on page 121 of Amendment No. 4 to state
that the transactions with Mr. Jordan and Mr. Gilliland were on terms similar to those
obtainable from third parties and that the purchases were approved by disinterested Board
members.

     Please direct any questions that you have with respect to the foregoing or with respect to the
Registration Statement or Amendment No. 4 to Bruce Thompson at (405) 753-5603 or Jim Prince at
Vinson & Elkins L.L.P. at (713) 758-3710.

    Very truly yours,

    By:
    /s/ V. Bruce Thompson

    V. Bruce Thompson

    Senior Vice President — Legal and General Counsel

    cc:

    Donna Levy, Securities and Exchange Commission

Lily Dang, Securities and Exchange Commission

James Murphy, Securities and Exchange Commission

James M. Prince, Vinson & Elkins L.L.P.

T. Mark Kelly, Vinson & Elkins L.L.P.

Richard D. Truesdell, Jr., Davis Polk & Wardwell

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

       DIVISION OF
CORPORATION FINANCE
   Mail Stop 7010

October 19, 2007

Via U.S. mail and facsimile

Mr. V. Bruce Thompson
Senior Vice President
SandRidge Energy, Inc.
1601 N.W. Expressway, Suite 1600
Oklahoma City, Oklahoma 73118

Re: SandRidge Energy, Inc.
 Amendment No. 3 to Registrati on Statement on Form S-1
Filed October 4, 2007
File No. 333-144004

Dear Mr. Thompson:

We have reviewed your filing and have the following comments.  Any additional
engineering comments will be provided in a separate letter.  Where indicated, we think
you should revise your document in response to these comments.  If you disagree, we
will consider your explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as deta iled as necessary in your expl anation.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  After reviewing this info rmation, we may raise additional comments.
Please understand that the purpose of our re view 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 on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
General
1. Eliminate the new cover page refere nce to “joint book-running managers.”

Mr. V. Bruce Thompson
SandRidge Energy, Inc.
October 19, 2007 Page 2
2. We note the new disclosure regarding the sa le of shares to Mr. Ward, your CEO and
largest shareholder.  Explain to us why you believe you can regist er the issuance of
these shares with this registration statem ent.  We may have additional comments.
3. Make clear whether the amount per share Mr . Ward will pay in the offering will be
adjusted in any way to give effect to the absence of an underwriting discount.
4. The purpose of the proposed artwork as it a ppears on the inside cover page is not
apparent.  If you intend to retain it, pl ease provide us with an explanation and
include appropriate text as necessary to place it in proper context.
5. We note your response to our prior comment 2.  Please file all remaining exhibits,
including the underwriting agreem ent and opinion of counsel.
6. We note that you have filed a Form of Indemnification Agreement as Exhibit 10.5.  Please describe the material terms of that agreement in the prospectus.

Use of Proceeds, page 26
7. We note that you intend to use a portion of  the proceeds to repay a $50 million note
you intend to incur in connection with a pot ential acquisition.  Please describe the
properties to be acquired a nd the anticipated terms of the acquisition, if material.

Executive Compensation and Other Information

Summary Compensation, page 105
8. Please update the status of Mr. Mitche ll in footnote 4 to this table.

Principal and Selling Stockholders, page 115
9. You indicated to us that you will not have any selling stockholders.  If true, please
revise the heading to this s ection and the table to elimin ate the suggestion that there
are selling shareholders.

Related Party Transactions

General, page 117
10. Once it has been drafted, describe the ma terial terms of your written policy with
respect to reviewing, ap proving and ratifying rela ted party transactions.

Mr. V. Bruce Thompson
SandRidge Energy, Inc.
October 19, 2007 Page 3
Other Transactions with N. Malone Mitchell, 3rd, page 119
11. We note your response to our prior comme nt 4.  State whether the May 2, 2007
transaction was on terms similar to those obtainable from third parties and whether
the purchase was approved by disintereste d Board members.  File the purchase
agreement as an exhibit.  Further descri be the leasehold acreage purchased from
Longfellow.

Other Transactions with Dan Jordan, page 120

Other Transactions with Bill Gilliland, page 120
12. State whether the June 2007 transaction with Mr. Jordan and the February 2006
transaction with Mr. Gillila nd were on terms similar to those obtainable from third
parties and whether the purchases were approved by disinterested Board members.

Closing Comments

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional
comments after reviewing your amendmen t and 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 in formation required under
the Securities Act of 1933 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.

 Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, 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 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. V. Bruce Thompson
SandRidge Energy, Inc.
October 19, 2007 Page 4
• the company may not assert staff comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acceleration of the effective date.

We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

Please contact Lily Dang at (202) 551-3867 or, in her absence, Jennifer Gallagher,
at (202) 551-3706 if you have questions rega rding comments on the financial statements
and related matters.  Please contact Jame s Murphy, Petroleum Engineer, at (202) 551-
3703 if you have questions regarding comme nts on the engineering matters.  Please
contact Donna Levy at (202) 551-3292 or, in her absence, Timothy Levenberg, Special
Counsel, at (202) 551-3707 with  any other questions.

       S i n c e r e l y ,

       H .  R o g e r  S c h w a l l
       A s s i s t a n t  D i r e c t o r

cc: L. Dang
 D. Levy
 T. Levenberg
J. Murphy

CORRESP
1
filename1.htm

corresp

[Letterhead of SandRidge Energy, Inc.]

October 15, 2007

 Via EDGAR and Federal Express

Mr. H. Roger Schwall

Assistant Director

United States Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 7010

Washington, D.C. 20549

    Re:

    SandRidge Energy, Inc.

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

Filed October 4, 2007

File No. 333-144004

Dear Mr. Schwall:

     Set forth below are the responses of SandRidge Energy, Inc., a Delaware corporation (“we,”
“us” or “our”), to engineering comments received from the staff of the Division of Corporation
Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) by
letter dated October 12, 2007, with respect to the review of Amendment No. 3 to the Company’s Form
S-1 filed with the Commission on October 4, 2007, File No. 333-144004 (the “Registration
Statement”). For your convenience, each response is prefaced by the exact text of the Staff’s
corresponding comment.

     We will file Amendment No. 4 (“Amendment No. 4”) to the Registration Statement through EDGAR
following the receipt of legal comments.

Engineering Comments

Summary Consolidated Historical and Pro-Forma Combined Financial Data, page 8

    1.

    We have reviewed your response to prior comment 23 and 33 of our letter dated August 24,
2007. Please expand your disclosure to include the gas price differential per Mcfe due to gas
treatment to remove CO2 and other impurities and the cost of transportation in the
table on page 12.

    Response: We do not reduce our sales prices by the cost of natural gas treatment.
We include the costs related to gas treatment to remove CO2 and other impurities
from our high CO2 natural gas and transportation as part of our lease operating
expenses. In response to this comment, we will expand the “Expenses per Mmcfe” table on
pages 12 and 77 of Amendment No. 4 as follows:

U.S. Securities and Exchange Commission

October 15, 2007

Page 2

    Six Months

    Year Ended December 31,

    Ended June 30,

    2004

    2005

    2006

    2006

    2007

    Expenses per Mmcfe:

    Lease operating expenses:

    Transportation

    $
    0.14

    $
    0.16

    $
    0.22

    $
    0.22

    $
    0.17

    Processing and gathering (1)

    0.39

    0.42

    0.37

    0.53

    0.25

    Other lease operating expenses

    0.94

    1.64

    1.70

    2.29

    1.34

    Total lease operating expenses

    $
    1.48

    $
    2.22

    $
    2.29

    $
    3.04

    $
    1.77

    Production taxes

    $
    0.36

    $
    0.43

    $
    0.30

    $
    0.34

    $
    0.29

    (1)

    Includes costs attributable to gas treatment to remove CO2 and other
impurities from our high CO2 natural gas.

     In addition, we will revise the final two sentences of the first paragraph on page
12 of Amendment No. 4 to read as follows:

The gas plant fees for removing CO2 from our high CO2
natural gas in the WTO have been taken into account in our lease operating
expenses as processing and gathering fees. In all other areas, natural gas
sales are delivered to sales points with CO2 levels within
pipeline specifications and thus are included in sales and reserves volumes.

We will also revise the final paragraph on page 76 of Amendment No. 4 to conform to this
disclosure.

     Please note that as of June 30, 2007, only 16.5% of our proved reserves constituted
high CO2 natural gas. In addition, please note that neither our reported costs
nor our reserve report give effect to sales of CO2 removed from our natural gas,
which historically has provided a positive net margin. This net margin is reported as part
of our “Other” segment.

Reserve Reports

    2.

    Please tell us why CO2 injection was terminated in 2001 on the Wellman Unit.
Please provide us with a production graph of the Wellman Unit during this time period which
depicts oil rate versus time and water and CO2 injection over time. Also provide
the same graph for the period when CO2 injection was re-initiated in 2005. Tell us
the recovery factor of the proved incremental reserves to be recovered due to CO2
injection.

    Response: We have provided the materials requested and responded to this comment in
a supplemental letter dated October 14, 2007 (the “Supplemental Letter”).

U.S. Securities and Exchange Commission

October 15, 2007

Page 3

    3.

    Please tell us the recovery factor of the proved incremental reserves to be recovered due to
CO2 injection for the Wellman Unit, George Allen Unit, the Hudson Lease, and the
Slaughter field. Tell us the basis for those recovery factors.

    Response: We have responded to this comment and provided additional materials
regarding the basis of our recovery factors in the Supplemental Letter.

    4.

    Please disclose that the total future costs, including capital costs of your proved
incremental reserves from CO2 injection is approximately $25.60 per barrel of oil
equivalent.

    Response: We will revise our disclosure on page 76 of Amendment No. 4 to include
the following sentence immediately following the definition of proved reserves:

Of our total proved reserves at June 30 2007, 20.1 million barrels of oil
equivalent, or 10.3% of our total proved reserves, is attributable to our
tertiary oil recovery projects using CO2 injection. Our reserve
report of June 30, 2007 estimates total future costs of recovering proved
reserves from tertiary oil recovery projects, including estimated capital
costs and taxes, of approximately $30.04 per barrel of oil equivalent.

This amount increased from $25.60 to $30.04 per barrel of oil equivalent due to the
inclusion of applicable taxes.

Note that all of the proved reserves associated our tertiary recovery operations were
independently engineered by DeGolyer & MacNaughton as of June 30, 2007.

     Please direct any questions that you have with respect to the foregoing or with respect to the
Registration Statement or Amendment No. 4 to Bruce Thompson at (405) 753-5603 or Jim Prince at
Vinson & Elkins L.L.P. at (713) 758-3710.

    Very truly yours,

    By:
    /s/ V. Bruce Thompson

    V. Bruce Thompson

    Senior Vice President —

Legal and General Counsel

U.S. Securities and Exchange Commission

October 15, 2007

Page 4

    cc:

    Donna Levy, Securities and Exchange Commission

Lily Dang, Securities and Exchange Commission

James Murphy, Securities and Exchange Commission

James M. Prince, Vinson & Elkins L.L.P.

T. Mark Kelly, Vinson & Elkins L.L.P.

Richard D. Truesdell, Jr., Davis Polk & Wardwell

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

       DIVISION OF
CORPORATION FINANCE
   Mail Stop 7010

September 25, 2007

Via U.S. mail and facsimile

Mr. V. Bruce Thompson
Senior Vice President
SandRidge Energy, Inc.
1601 N.W. Expressway, Suite 1600
Oklahoma City, Oklahoma 73118

Re: SandRidge Energy, Inc.
 Amendment No. 2 to Registrati on Statement on Form S-1
Filed September 4, 2007
File No. 333-144004

Dear Mr. Thompson:

We have reviewed your filing and have the following comments.  We will
forward you in a separate lett er any additional engineering comments that we may have.
Where indicated, we think you should revise  your document in response to these
comments.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Pl ease 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 re view 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 on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.
General
1. We note your response to our prior comment  2.  Further revise the disclosure you
have added on page 127 regarding the shelf resale registration statement to make
clear what constitute the “certain exceptions” to the lock-up provisions.

Mr. V. Bruce Thompson
SandRidge Energy, Inc
September 25, 2007 Page 2
2. We note your response to our prior comment 3 and reissue it.  Also make sure that
the contracts and other exhibits (such as exhibit 4.9) are filed in complete form,
including all annexes, etc.

Executive Compensation and Other Information

Setting Executive Compensation, page 98
3. You state that each June Mr. Ward review s and may adjust the compensation levels
of the executive officers, including his own compensation.  However, in  the
“Executive Compensation Changes in Fiscal 2007” section on page 103, you indicate that the Board was also involved  in the decisions setting the compensation
levels in June.  Please clarify the Board’ s role in setting co mpensation mid-year.

Related Party Transactions, page 118
4. We note your disclosure on page F-58 in  Note 15 to your Notes to Condensed
Consolidated Financial Statements (Una udited) for the period ended June 30, 2007
in regard to the transaction on May 2, 2007 involving the purchase of leasehold
acreage from a partnership controlled by a director for $8.3 million.  Disclose this
transaction in the related pa rty section, if required by Item 404 of Regulation S-K.

Other Transactions, page 118
5. We note your response to our prior comment  18.  With regard to Mr. Mitchell,
please make clear for each referenced tran saction (1) the terms and (2) whether you
are able to conclude that the transaction was on terms similar to those obtainable from third parties.  For example, identify each of the non-core assets sold to Mr. Mitchell, and state the price at which each as set was sold.  Also identify the wells in
which Mr. Mitchell owns a small working in terest.  Clarify whether a disinterested
majority of the Board and the stockholders  approved the sale of your interest in
Longfellow Ranch Partners to Mr. Mitchell.

Exhibit Index
6. Substantially revise the list of exhibits he re and in Item 16 to disclose precisely
when and with what filing the referenced exhibits were previously filed.  For example, you include only a single asteri sk to refer to all prior filings, and you
include no precise entry with respect to exhibit 24.1.

Mr. V. Bruce Thompson
SandRidge Energy, Inc
September 25, 2007 Page 3
Closing Comments

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and 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 in formation required under
the Securities Act of 1933 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.

 Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, 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 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 comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acceleration of the effective date.

Mr. V. Bruce Thompson
SandRidge Energy, Inc
September 25, 2007 Page 4
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.

Please contact Lily Dang at (202) 551-3867 or, in her absence, Jennifer Gallagher,
at (202) 551-3706 if you have questions rega rding comments on the financial statements
and related matters.  Please contact Jame s Murphy, Petroleum Engineer, at (202) 551-
3703 if you have questions regarding comment s on the engineering matters.  Please
contact Donna Levy at (202) 551-3292 or, in her absence, Timothy Levenberg, Special
Counsel, at (202) 551-3707 with  any other questions.

       S i n c e r e l y ,

       H .  R o g e r  S c h w a l l
       A s s i s t a n t  D i r e c t o r

cc: T. Mark Kelly, Esq. (by facsimile)
L. Dang
 D. Levy
 T. Levenberg
J .  M u r p h y

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

       DIVISION OF
CORPORATION FINANCE
   Mail Stop 7010
September 11, 2007

By U.S. Mail and Facsimile

Mr. Tom L. Ward
Chairman, Chief Executive Officer and President
SandRidge Energy, Inc.
1601 N.W. Expressway, Suite 1600
Oklahoma City, Oklahoma 73118

Re: SandRidge Energy, Inc.
 Registration Statement on Form S-1
Filed August 13, 2007
File No. 333-145386

Dear Mr. Ward:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicat ed, we think you should revise  your document in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, 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 re view 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.

General
1. We understand from your counsel that you will update disclosure throughout the
registration statement, including providi ng interim financial statements for the
quarter ended June 30, 2007, with your next amendment.
Also please revise your disclo sure in this registration st atement to comply with all
applicable comments related to the other Form S-1 registration statement, file no.
333-144004, that you currently have on file with us.

Mr. Tom L. Ward
SandRidge Energy, Inc.
September 11, 2007 Page 2
2. You currently omit material information, including disclosure  pertaining to the
Offering section on page 8 and the Descrip tion of Capital Stock section on page
118.  We will need the opportunity to review all new disclosure, including this information and the disclosure required pursuant to Items 507 and 508 of Regulation
S-K.  To expedite the review process, pl ease provide all this information promptly.
We may have additional comments.
3. We note by reference to page 111 that you are registering common stock that may
be issuable upon conversion of convertible preferred stock “that may be issued upon
tender to us of outstanding common shares  in connection with the exercise of
outstanding warrants to purchase our conver tible preferred stock.”  Disclose the
material terms of the warrants and how the price of the convertible preferred stock
will be determined.   Provide us with your analysis of whether this part of the transaction is complete and the common stock underlying the unissued convertible preferred stock may prop erly be registered. See Interpretation N o. 3S(b) of the
Regulation S-K section of the Divisi on of Corporation Finance’s March 1999
Supplement to the Manual of Publicly Available Telephone Interpretations.

Summary

Initial Public Offering, page 6
4. Once known, expand this section to quantif y the price per share, the number of
shares being registered for sale by selling shareholders and the number to be offered on a primary basis.

Closing Comments

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and 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 in formation required under
the Securities Act of 1933 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.

Mr. Tom L. Ward
SandRidge Energy, Inc.
September 11, 2007 Page 3
 Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, 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 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 comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acceleration of the effective date.

We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this
request at least two business days in a dvance of the requested effective date.

Please contact Donna Levy at (202) 551-3292 or, in her absence, Timothy
Levenberg, Special Counsel, at ( 202) 551-3707 with any questions.

       S i n c e r e l y ,

       H .  R o g e r  S c h w a l l
       A s s i s t a n t  D i r e c t o r

cc: T. Mark Kelly (via facsimile)
D. Levy
 T. Levenberg

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

       DIVISION OF
CORPORATION FINANCE
   Mail Stop 7010
August 24, 2007

Via U.S. mail and facsimile

Mr. V. Bruce Thompson
Senior Vice President
SandRidge Energy, Inc.
1601 N.W. Expressway, Suite 1600
Oklahoma City, Oklahoma 73118

Re: SandRidge Energy, Inc.
 Amendment No. 1 to Registrati on Statement on Form S-1
Filed August 3, 2007
File No. 333-144004

Dear Mr. Thompson:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.

Please understand that the purpose of our re view 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 on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General
1. Please update your registration statement to  include financial statements and pro
forma financial information through June  30, 2007 to comply with Rule 3-12 and
Rule 11-02 (c)(2)(i) of Regulation S-X, respectively.
2. We note that you filed a Form S-1 regi stration statement on August 13, 2007 (file
no. 333-143386) to register stock for resale by certain selling shareholders.  Please
update as appropriate the disclo sure in this S-1 to reflect the fact that you have made

Mr. V. Bruce Thompson
SandRidge Energy, Inc
August 24, 2007 Page 2
a new filing.  This updating should include, as  examples only, the risk factor entitled
“You may experience dilution of your ownership interests du e to the future issuance
of additional shares of our common stock,” on page 23, the Selling Shareholders
table, and the section on “Sha res Eligible for Future Sale.”  Comments regarding the
Form S-1 filed August 13 will be issued under separate cover.
3. We note your responses to our prior commen ts 4, 5 and 40, and we reissue them in
part. Please provide all missing exhi bits and information promptly.

Summary, page 1
4. We note your response to our prior comment 7.  Please provide us with the data you
relied on from IHS.

Use of Proceeds, page 26
5. We note your response to our prior comme nt 13 that you had no senior debt
outstanding as of June 30, 2007.  Reconcile this statement with  the fact that you
intend to use part of the proceeds to repay your senior debt.  Also revise to quantify
the “remainder” to which you refer.
Business

Legal Proceedings, page 86

Management, page 88
6. We note your response to our prior comment 24, and reissue it in part.  For Messrs.
Oliver, Scott and Serota provi de the months, and to the extent necessary the year,
that each held the positions mentioned.  Re ference to experience “prior” to joining a
company does not make clear whether th ere was intervening time or professional
experience.
Executive Compensation and Other Information

Compensation Discussion and Analysis, page 94

General
7. We note your response to our pr ior comment 27 and reissue it.
8. We note your response to our prior comment 28.  Please state whether the restricted
stock you granted to the executives in 2007 is subject to any vesti ng restrictions and
when vesting will occur.  Also describe in greater detail how the amounts were determined, including a discussion of which goals were met.

Mr. V. Bruce Thompson
SandRidge Energy, Inc
August 24, 2007 Page 3
Objectives of Our Executive Compensation Program

General, page 95
9. We note your response to our prior comment  29.  Please describe the information
that is contained in the comprehensive su rveys performed by third parties that is
used by your Board in its analysis.  Also describe the other market data that your
Board may consider.
10. Revise to clarify whether the two companie s you identify comprise the entire “Peer
Companies” group.  If not, identify each  peer company, as prior comment 29
requested.
11. We note your response to our prior comment 30, and reissue it in pa rt.  Please state
how you evaluate an officer’s experience.
12. We note your response to our prior comment 31 and reissue it in pa rt.  Please state
the weight given to each of the perfor mance factors used in determining an
individual’s salary, cash bonus and restricted stock grant.  Explain how you
determine the amount of restricted st ock to award on a semi-annual basis.

Employment Agreements, Severance Bene fits and Changes in Control Provisions

Other Named Executive Officers, page 99
13. We note that you state that as of December 31, 2007 you had not entered into any
other employment agreement other than the one with Mr. Ward.  However, the
agreement you filed as Exhibit 10.12 with Mr . Coshow is dated as of September 2,
2006.  Please advise.  Describe Mr. Coshow’s  agreement in the prospectus, and any
other agreements entered into up to the date of the prospectus.

Other Matters, page 99
14. We note your response to our prior comment  35.  Provide this information in the
prospectus.

Related Party Transactions, page 112
15. We note your responses to prior comments 38 and 39.  Disclose the absence of a policy, as well as the implications with re spect to Item 404(b)(2).  If you are unable
to determine whether the re lated party transact ion was on terms as favorable to you
as could have been obtained elsewhere, make this clear in each case.

Mr. V. Bruce Thompson
SandRidge Energy, Inc
August 24, 2007 Page 4
Well Participation Plan, page 112
16. We note your response to our prior comment 42, and reissue it in part.  Specify the
amounts paid to Messrs. Ward and Mitchell due  to their participat ion in the plan in
2006 and to date in 2007.  We believe it is re levant to disclose the amount they paid
versus their return.  Also provide the number of wells in which Messrs. Ward and
Mitchell participate.

Employee Participation Plan, page 113
17. We note your response to our prior comment 43 and reissue it in part.  State whether
any officers invested their own funds into the plan, and if they  did state the amounts
invested.  Specify the amounts paid to  the executive officers due to their
participation in the plan in 2006 and to date in 2007.  It appears pertinent to disclose
the amount they paid, or that was paid  on their behalf, versus their return.

Other Transactions, page 113
18. We note your response to our prior comment 44 and reissue it.  It appears that Mr.
Mitchell would be considered a promoter under Rule 405 of the Securities Act of
1933.

Description of Capital Stock

Preferred Stock, page 115
19. We note your response to our prior comment 45.  You state you are prohibited from
paying any dividends on your common stock, which is not made clear in the risk
factor at page 23.  Moreover, in the next sentence you state that holders of preferred
stock are entitled to any dividends or dist ributions made on your common stock as if
such holder of preferred st ock had converted his shares  to common stock.  Please
revise to clarify.  We also note that Sec tion 3(c) of the Certificate of Designation
regarding your preferred stock allows dividends to be paid on the common stock in certain circumstances, including upon the consent of a majority of the holders of preferred stock.

Notes to Unaudited Pro Forma Condensed Combined Financial Information, page 31
20. We note your revised disclosure under Note (h) responding to prior comment.
Please reconcile the 18,174 shares issued for NEG acquisition (before deduction for
weighted shares already incl uded in historical results) as disclosed under Note (h)
on page 32 to the 12,842 shares issued for NE G acquisition as disclosed on page 29.

Mr. V. Bruce Thompson
SandRidge Energy, Inc
August 24, 2007 Page 5
NEG Oil & Gas LLC Financial Statements, page F-65
21. We note your response to prior comment 52.  To further assist us in understanding
the complex relationship of National Ener gy Group, Inc. and American Real Estate
Partners, LP and NEG Oil and Gas, LLC, pl ease provide to us a chart that depicts
the ownership structure and direct affiliations of these entities prior to your
acquisition of NEG Oil and Gas, LLC.  Sim ilarly, please provide a chart that depicts
the ownership structure and direct affiliations of these entities subsequent to the acquisition.  Within the charts clearly indica te the net assets a nd operations of these
entities before and after the acquisition.
22. In your response to prior comment 52 you state that NEG Oil and Gas LLC agreed to exercise its right to redeem for fa ir value the 50% non-controlling membership
interest in NEG Holdings LLC from NEGI.  Please tell us when this transaction occurred.  In addition, please clarify whethe r all the senior notes due from National
Energy Group, Inc. were extinguished as a resu lt of the redemption.  Finally, tell us
whether this redemption resulted in y ou directly owning 100% of NEG Holdings
LLC upon your acquisition of NEG Oil and Gas LLC.

Engineering Comments

Summary Historical Operating and Reserves Data, page 11

23. We have reviewed your response to commen t 59 of our letter dated July 23, 2007.
If the gas price that you receive for th e gas that must be stripped of CO 2 is
materially less than the price you receive for other natural gas please revise your
document to disclose this lower price.  Pl ease also tell us what percent of the gas
that you produce has high levels of CO 2.

Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 35

Segment Overview, page 36

24. We have reviewed your response to commen t 62.  Please tell us if the prices you
report here and elsewhere are the average prices you received for your gas before
the effects of hedging, or if this is not th e case, how the prices were determined.

Exploration and Production Segment, page 37

25. We have reviewed your response to co mment 63.  Please refer to the second
engineering comment in this letter.

Mr. V. Bruce Thompson
SandRidge Energy, Inc
August 24, 2007 Page 6
Proved Reserves, page 71

26. We have reviewed your response to comm ent 66.  We believe the SEC definition
of proved reserves as found in Rule 4-10( a) of Regulation S-X should be included
in this section so the read er has an immediate understand ing of the meaning of the
term “proved reserves.”  Please revise your document accordingly.

Notes to Consolidated Financial Statements, page F-7

Supplemental Information on Oil and Gas Producing Activities, page F-37

Costs Incurred in Property Acquisition, Exploration and Development Activities, page F-
37

27. We have reviewed your response to co mment 68.  From the reserve report we
note that capital expenditures for the deve lopment of undeveloped reserves for the
Wellman field extend as far into the fu ture as 2018.  As stated previously,
normally, proved undeveloped reserves should be developed within five years.
Please remove proved undeveloped reserves that will not be developed within five
years.

Results of Operations for Oil and Gas Producing Activities, page F-37

28. We have reviewed your response to comm ent 69.  As previously requested please
fully explain in the document the functi on the independent engineers performed.
You indicate in the first paragraph on pa ge F-37 that the estimates of proved
reserves have been prepared by the Co mpany’s team of engineers but in the
second paragraph you state that Netherla nd Sewell prepared the estimates of
proved reserves for 97% of your properties.  Please disclose if the reserves reported are from the company’s estimate or from the independent engineers.
Include in the disclosure the percent difference and reserve difference in the
aggregate between the independent engi neers’ estimates and the company’s
estimates.

Reserve Reports

29. We note that you estimated in the reserv e reports to spend approximately $430
million in 2007 for development.  Tell us how much you have spent to date.  If you anticipate not spending a material am ount of these estimated funds please
disclose this in the document.

30. Please reconcile for us the fact that y ou estimate the 150 producing wells in the
Pinon field, which are about 40% depl eted, will produce on average gross
ultimate reserves of approximately 2 BCFe per well with the fact you have

Mr. V. Bruce Thompson
SandRidge Energy, Inc
August 24, 2007 Page 7
estimated 400 proved undeveloped wells to produce an average gross ultimate
reserve of 2.7 BCFe per well.

31. Please reconcile for us the fact that you estimate the 21 producing wells in the
Minden field to produce on average gro ss ultimate reserves of 1,086 MMcfe per
wells with the fact that you have esti mated the 45 proved undeveloped wells to
produce a gross ultimate reserve of 1,560 MMcfe per well.

32. Please provide us with a structure map of  the Pinon field and separately designate
the proved producing wells and the prove d undeveloped wells and by zone if
appropriate.
33. Please tell us if the gas reserves  for the Pinon field are net of CO 2.  Please tell us
the average percentage of CO 2 for new wells and if it changes during the life of
the well.  If so, please te ll us how this is taken in to account in the reserve
estimate.

Closing Comments

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and 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 in formation required under
the Securities Act of 1933 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.

 Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, 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 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. V. Bruce Thompson
SandRidge Energy, Inc
August 24, 2007 Page 8
• the company may not assert staff comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.

 In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

We will consider a written request for acceleration of the effective date of the
registration statement

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

       DIVISION OF
CORPORATION FINANCE
   Mail Stop 7010
July 23, 2007

Via U.S. mail

Mr. Tom L. Ward
Chairman, Chief Executive Officer and President
SandRidge Energy, Inc.
1601 N.W. Expressway, Suite 1600
Oklahoma City, Oklahoma 73118

Re: SandRidge Energy, Inc.
 Registration Statement on Form S-1
Filed June 22, 2007
File No. 333-144004

Dear Mr. Ward:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.

Please understand that the purpose of our re view 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 on any other aspect of our
review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General
1. You will expedite the review  process if you address each portion of every numbered
comment that appears in this letter.  Provide complete responses and, where
disclosure has changed, indicate precisel y where in the marked version of the
amendment you file we will find your responsive changes.  Similarly, to minimize
the likelihood that we will reissue comme nts, please make corresponding changes
where applicable throughout your document .  For example, we might comment on
one section or example, but our silence on similar or related disclosure elsewhere

Mr. Tom L. Ward
Chairman, Chief Executive Officer and President
SandRidge Energy, Inc July 23, 2007 Page 2

does not relieve you of the need to make  appropriate revisions elsewhere as
appropriate.
2. With the response letter you pr ovide with your next amendment, also make clear
where you have made changes consistent wi th the letter you provided to us dated
July 13, 2007.
3. Provide current and updated disclosure with  each amendment.  For example, update
the status of your NYSE listing, disclose th e details regarding your recent purchase
of a new headquarters facility, quantify th e number of rigs you had drilling in the
WTO at the end of the second quarter, and f ill in all blanks in the section captioned
“Principal and Selling Shareholders.”
4. We will need the opportunity to review a ll new disclosure, including any additional
proposed artwork or graphics.  Similarly, we  will need the opportunity to review all
omitted exhibits, including the Well Participation Plan, management employment
agreements, the legal opinion, underwriting agreement, and any amendments to
existing material contracts, including the April 2007 amendment to the Senior
Credit Facility.  To expedite the review pr ocess, please provide all this information
and all these documents promptly.  We may have additional comments.
5. Since the price range impacts a number of di sclosure issues, we will need sufficient
time to process the amendment once a price range has been included.

Table of Contents, page (i)
6. We note the last paragraph on this page.  You are responsible for the accuracy and
completeness of all disclosure that appear s in your prospectus and in your filings
with the Commission.  Any suggestion otherwise, includi ng “we have not
independently verified their information a nd cannot guarantee it, ” is inappropriate.
Please revise accordingly.

Summary, page 1
7. You repeat much of this section in the Business section.  Revi se this section to
summarize and highlight the principal asp ects of your business and to eliminate
repetitive disclosure.  Also provide supplemental support for the assertions
regarding your status as the “largest” operator and pr oducer in the WTO and having
assembled the “largest” acreage position in  the area, and clarify against which
entities you have the “competitive advantage” you describe at page 7.

Mr. Tom L. Ward
Chairman, Chief Executive Officer and President
SandRidge Energy, Inc July 23, 2007 Page 3

Risk Factors, page 14
8. Please eliminate the suggestion in the third sentence that you do not  describe all the
risks you face.  We note the response to comment 13 that you provided in your letter
to us dated July 13, 2007.
9. Discuss all material risks that apply to your company in particular, but keep each
risk factor brief and concise, genera lly consisting of only one or two short
paragraphs.  Identify the risk, include a cr oss-reference to more detailed disclosure
elsewhere if appropriate, and eliminate all excess detail.  The first two risk factors
should be more concise, for example.
10. Eliminate generic risks that apply to all public or all newly public companies,
including “We will incur increased costs as  a result of being a public company” and
“If securities or industry analysts do not  publish research or reports” on page 24.
11. Eliminate text that mitigates the risk you present, examples of which are often found
in clauses that begin with or precede the words “although” or “however.”  Also, rather than stating that you “cannot assure” or there can be “no assurance,” revise to
state the risk plainly and directly in each case.

“You may experience dilu tion of your ownershi p interests,” page 25
12. Include in this discussion th e common stock that may be issued as a result of the
conversion of your outstanding convertibl e preferred stock, as noted on page 57.

Use of Proceeds, page 27
13. Revise this section to quantify the expected amount of each of the uses of the proceeds that you identify, and disclose the source of other funds, if any, necessary
to accomplish such uses.  State the cu rrent amount outstanding on your revolving
credit facility and provide the informati on required by Instructi on 4 to Item 504 of
Regulation S-K, if applicable.

Dividend Policy, page 27
14. We note your reference to the possibility that your revolving credit facility may restrict the payment of dividends to ho lders of common stock.  We note, however,
that your term loan also contains prov isions in section 7.05 that may limit the
payment of dividends and th at the terms of your outsta nding convertible preferred
stock potentially limit the payment of dividends on your common stock.  Please
describe these additional limitations.

Mr. Tom L. Ward
Chairman, Chief Executive Officer and President
SandRidge Energy, Inc July 23, 2007 Page 4

Unaudited Pro Forma Condensed Combined Stat ement of Operations for the Year Ended
December 31, 2006, page 31
15. Please add labeling and expand your disclosure  to clarify the numb er of months of
results of operations included in the NEG Hi storical column.  Ordinarily, financial
statements of a business acquired should  not extend beyond the date of acquisition,
which is November 21, 2006 for NEG.

Notes to Unaudited Pro Forma Condensed Combined Financial Information, page 32
16. Please expand your disclosure under Note (d) of the Statement of Operations
Adjustments section to quantify the effect on income of a 1/8 percent variance in the
interest rate on your additional debt.
17. Please expand your disclosure under Note (h) of the Statement of Operations
Adjustments section to specify how you determined the 16,182 shares used in
computing your basic and diluted pro form a earnings per share data.  Please note
that the number of shares us ed in the calculation of pro forma per share data should
be based on the weighted average number  of shares outstanding during the period
plus the shares being issued to effect the combinations as if the combinations had
occurred on January 1, 2006.

Management’s Discussion and Analysis of Fi nancial Condition and Results of Operations

Liquidity and Capital Resources

Capital Expenditures, page 52
18. Please specifically state by reference to a month and year how long you expect your
cash flows, current cash on hand, bank facili ties and the proceeds from this offering
to meet your short-term capital expenditure  goals.  We note also the response to
comment 22 that you provided in your letter to us date d July 13, 2007.

Credit Facilities and Othe r Indebtedness, page 54
19. Please provide the actual ratios related to  the financial covenants relating to any
material outstanding indebtedness, and st ate whether you met them at the end of
your most recent fiscal quarter.

Liquidated Damages Under Registra tion Rights Agreements, page 59
20. We note you will be subject to liquidated damages if you fail to have your registration statement declar ed effective by December 21, 2007, or fail to maintain
an effective registration stat ement for a specified period of time.  Please tell us

Mr. Tom L. Ward
Chairman, Chief Executive Officer and President
SandRidge Energy, Inc July 23, 2007 Page 5

whether you have considered the guidance in FSP No. EITF 00-19-2 relating to the
accounting for registration payment arrangem ents.  In addition, please provide the
disclosures set forth in paragraph 12 of this FSP within the notes to your financial statements.

Quantitative and Qualitative Disclosu res About Market Risk, page 63

Interest Rate Risk, page 65
21. We note your discussion of interest rate risk focuses on derivative arrangements you
may enter into to manage such risk.  A lthough you are currently not a party to this
type of derivative arrangement, you are stil l exposed to interest rate risk through
your debt obligations.  In this  regard, we note your debt ob ligations incur interest at
variable rates.  Please expand your disclosu re to provide quantitative and qualitative
information about interest rate risk asso ciated with your debt  obligations where
changes in interest rates would have a ma terial impact on your fi nancial results.
Refer to FRC Section 507 for further guidance.

Environmental Matters and Regulation, page 83
22. Rather than summarizing “some of” the laws, rules and regulations, revise the
reference at page 84 to make  clear that you summarize th e material laws, rules and
regulations.
Business

Legal Proceedings, page 88
23. Please quantify the amount by which your ec onomic returns may be reduced in the
Piceance Basin project if proj ect payout is achieved.  If practicable, provide the
range of values that the deferred interest  eventually could re present, and also
disclose the possible timetable for “pro ject payout.”  We may have additional
comments.

Management, page 90

24. Provide in each officer a nd director biography a detail ed discussion of the most
recent five years, including the month and year each person held the named position or office.  Eliminate any gaps or ambiguities with regard to time.  For example, fill in the gap in Mr. Ward’s biography for th e time after he left Chesapeake Energy and
before he started with SandRidge.  Pleas e provide the months, and to the extent
necessary the year, that each individual held the positions mentioned.  For example,

Mr. Tom L. Ward
Chairman, Chief Executive Officer and President
SandRidge Energy, Inc July 23, 2007 Page 6

reference to experience “prior” to join ing you does not make clear whether there
was intervening time or professional experience.

Director Compensation, page 94
25. For each stock award granted in 2006, disclose in a footnote the grant date fair value
and the aggregate number of stock awards outstanding at fiscal year end.  Also
provide an explanatory foot note regarding assumptions ma de in the valuation.  See
Instructions to Item 402(c)(2)(v) and (vi) and Instructions to Item 402(k).

Executive Compensation and Other Information

Compensation Discussion and Analysis, page 96

General
26. We note that after Mr. Ward’s appointmen t, you “experienced significant changes in
management, including replacement of substant ially all of our executive officers, as
well as our compensation philosophy, strategy and process.”  Insofar as you disclose
at page 104 that the contr act terms for Messrs. Ward and Mitchell are identical,
explain in greater detail the nature of  the “significant changes” to your
compensation philosophy, strategy and process.
27. Provide updated disclosure regarding the establishment of a compensation
committee.
28. Please describe any actions regarding executive compensation taken after the end of
your last fiscal year.  In  particular, we note that you make semi-annual salary
adjustments to base salaries, pay cash bonus es in January and July, and make grants
of restricted stock awards on a semi-annual ba sis.  Please also refer to Instruction 2
to Item 402(b) of Regulation S-K.

Elements of Our Executi ve Compensation Program

General, page 97
29. You indicate that your philosophy has been to  establish base salaries and pay cash
bonuses that are competitive with the market .  Describe the market data you use to
determine that the base salaries and cash  bonuses are competitive with the market.
If you benchmark to a peer group of companies, identify the peer group.
30. You indicate that you look to an executive’ s individual performance and experience
and your overall performance when establishing salary and bonuses.  State how you

Mr. Tom L. Ward
Chairman, Chief Executive Officer and President
SandRidge Energy, Inc July 23, 2007 Page 7

determine the performance factors that you consider and how you evaluate an
officer’s experience.
31. Identify the performance factors that  you consider when assessing both an
individual’s performance a nd your overall performance, and the weight given to
each one.  Specifically, we note that Mr. Ward’s total compensation package is
significantly higher than the package for th e other identified executives.  We also
note that his bonus was $950,000, while the bonus for Mr. Mitchell was zero.
Lastly, we note that despite increased corporate revenues, net income decreased
from 2005 to 2006 and that “basic and dilu ted income per share” was cut in half
over the same period.  Explain the elemen ts of the officers’ performance and
functions taken into account in awardi ng the different compensation packages.
Similarly, explain further how you determin e the amount of restricted stock to
award on a semi-annual basis.
32. File all employment agreements, including the agreement with Mr. Ward, as
exhibits with your next amendment.  We note also your statement at page 99 that
you intend to enter into additional employ ment agreements and severance plans
during 2007 and the reference to the agreement with Mr. Coshow in the exhibit list.
Disclose in each case the material terms of  the agreement.  We may have additional
comments once the exhibits have been provided.

Employment Agreements, Severance Benefits and Change in Control Provisions, page 99

General
33. Revise to provide clearer disclosure as n ecessary.  For example, we refer you to the
definition of “change in control” in the last paragraph on page 99 as including “…
all outstanding awards of active employees and directors….”  Expand to provide a
complete discussion of the stock plan.  Also clarify the statement under Termination
without Cause that “… and Mr. Ward have mutually agreed to severance package
that is in place prior to any termination event.”
34. Provide the information required by Item 402( j) of Regulation S-K with regard to
the potential payments upon termination or  change-in-control for each executive
officer.

Other Matters, page 100

35. Disclose clearly how the 500% provision w ould work in practice.  For example,
state explicitly whether Mr. Ward’s salary would be decreased if he sold stock and
his remaining shares subsequently declined in value below the threshold.