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 |
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| 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 | |
