FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 28, 2008

Arena Resources, Inc.
(Exact Name of Registrant as Specified in its Charter)

Nevada	333-46164	73-1596109
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

6555 South Lewis Street, Tulsa, Oklahoma 74136
(Address of principal executive offices)

Registrant's telephone number, including area code (918) 747-6060

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CPR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CPR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CPR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CPR 240.13e-4(c))

Section 7 – Regulation FD

Item 7.01 Regulation FD Disclosure.

Arena Resources, Inc. (the “Company”) has issued a press release regarding an agreement to sell up to 2,501,250 shares of the Company’s common stock (which includes 326,250 shares to cover over-allotments) in a registered, follow-on offering of common stock by the Company.

A copy of the press release is included as an exhibit to this Form 8-K.

Exhibits

Press release issued by Arena Resources, Inc. on May 28, 2008.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ARENA RESOURCES, INC.

Date: May 28, 2008

By: