Exhibit 10.1

THIRD AMENDMENT TO FIRST AMENDED
AND RESTATED CREDIT AGREEMENT

                THIS THIRD AMENDMENT TO FIRST AMENDED AND RESTATED CREDIT AGREEMENT, dated effective as of April 15, 2009 (the “Third Amendment”), is made and entered into between and among ARENA RESOURCES, INC., a Nevada corporation (the “Borrower”), the Lenders signatory parties hereto (individually, a “Lender” and collectively, the “Lenders”) and MIDFIRST BANK, as Administrative Agent for the Lenders (the “Agent”).

                WITNESSETH:

                WHEREAS, the Borrower, the Lenders and the Agent are parties to that certain First Amended and Restated Credit Agreement dated as of May 3, 2006, as amended by the First Amendment thereto dated as of June 5, 2007, and as further amended by the Second Amendment thereto dated as of July 1, 2008 (collectively, the “Existing Credit Agreement”), pursuant to which such Lenders signatory parties thereto severally established in favor of the Borrower a Revolving Credit Commitment (collectively, the “Aggregate Revolving Credit Commitments”) for the limited purpose(s) therein specified; and

                WHEREAS, the Borrower has requested that the Agent and the remaining Lenders listed on replacement Annex I hereto extend the Final Maturity Date of the Revolving Credit Commitments established by the Lenders on a several basis days until July 15, 2009;

                WHEREAS, the Agent and the Lenders are willing to so extend the Final Maturity Date from April 15, 2009, until July 15, 2009, in the reduced Aggregate Maximum Revolving Credit Commitment Amount of $75,000,000.00, subject to the modifications to the Existing Credit Agreement herein set forth and to the other terms, provisions conditions and limitations of the Existing Credit Agreement, as amended by this Third Amendment (collectively, the “Credit Agreement”)

                NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt of which is acknowledged by the parties hereto, the parties agree as follows:

                1.        Definitions .    The following definitions in the Existing Credit Agreement are amended to read in their entirety as follows:

                “ Aggregate Maximum Revolving Credit Commitment Amounts ” at any time shall equal the sum of the Maximum Revolving Credit Amounts of the Lenders, as the same may be reduced pursuant to Sections 2.03(b), 2.07(b) or 2.08, or increased pursuant to Section 2.03(d), but in no event in excess of $150,000,000.00. As of the Closing Date of this Third Amendment, the Aggregate Maximum Revolving Credit Commitment Amounts equal $75,000,000.00 and, subject to the provisions of Section 12.04, shall in no event exceed $150,000,000.00.

                “ Applicable Revolving Credit Commitment Fee ” shall mean the twelve and one half percentage point (0.125%) applicable Revolving Credit Commitment Fee on the aggregate amount of Revolving Credit Commitments set forth in replacement Annex I attached hereto.

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                “ Final Maturity Date ” shall mean July 15, 2009.

                2.        Percentage Share/Types of Loans .    All references in the Credit Agreement to Annex I shall refer to the replacement Annex I attached to this Third Amendment, as hereafter modified or replaced from time to time. Each Lender’s Percentage Share and Maximum Revolving Credit Amount is specified on Annex I annexed to this Third Amendment.

                3.        Loan Facility Fees .    A non-refundable and fully earned loan facility fee of twelve and one-half basis points (0.125%) shall be payable at the closing of this Third Amendment on the Aggregate Maximum Revolving Credit Commitment Amount of $75,000,000.00) to the Lenders in accordance with each Lender’s applicable Percentage Share thereof as reflected on replacement Annex I attached hereto.

                4.        Extension of Final Maturity Date.     The Final Maturity Date of the Revolving Credit Commitments and the Notes, including any replacement promissory notes requested by one or more of the Lenders to be issued thereto effective as of even date with this Third Amendment, evidencing the outstanding principal balances owing thereunder to the Lenders from time to time shall be July 15, 2009 and each reference in the Existing Credit Agreement, the Notes or any of the other Loan Documents to “April 15, 2009” as the Final Maturity Date is deleted and replaced with “July 15, 2009".

                5.        Waiver of Borrowing Base Engineering Submissions and Redetermination for September 30, 2008/Borrowing Base .    The Agent and the Lenders waive