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 |
|
|
|
|
|
|
| SandRidge Energy, Inc. | |
|
|
|
|
|
|
| By: | /s/ Philip T. Warman |
|
| Philip T. Warman |
|
| Senior Vice President and General |
[Signature Page to Acceleration Request]
