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

                                   FORM 10-QSB

                                   (Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
           For the Quarterly Period Ended March 31, 2003

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANCE ACT OF 1934
FOR THE TRANSITION PERIOD From __________ to __________.

                        Commission File Number 000-32439

                              ARENA RESOURCES, INC.
                              ---------------------
             (Exact name of registrant as specified in its charter)

             Nevada                                      73-1596109
             ------                                      ----------
 (State or other jurisdiction of                      (I.R.S. Employer
  Incorporation or organization)                     Identification No.)

                       4920 South Lewis Street, Suite 107
                              Tulsa, Oklahoma 74105
                       ----------------------------------
                    (Address of principal executive officers)

                                 (918) 747-6060
                                 --------------
                           (Issuer's telephone number)



Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date:

As of May 12, 2003, the Company had outstanding 6,382,856 shares of common stock
($0.001 par value).


                                        1


                                      INDEX

                              Arena Resources, Inc.
                      For the Quarter Ended March 31, 2003

Part I.  Financial Information
                                                               Page

   Item 1.  Financial Statements (Unaudited)                     3

      Condensed Balance Sheets as of March 31, 2003 and
        December 31, 2002 (Unaudited)                            4

      Condensed Statements of Operations for the Three Months
        Ended March 31, 2003 and 2002 (Unaudited)                5

      Condensed Statements of Cash Flows for the Three Months
        Ended March 31, 2003 and 2002 (Unaudited)                6

      Notes to Condensed Financial Statements (Unaudited)        7

   Item 2.  Management's Discussion and Analysis of
            Financial Condition and Results of Operations       11

   Item 3.  Controls and Procedures                             15

Part II.  Other Information

   Item 1. Legal Proceedings                                    16

   Item 4. Submission of Matters to a Vote of Security Holders  16

   Item 5. Other Information                                    16

   Item 6. Exhibits and Reports on Form 8-K                     16

Signatures                                                      17



                                        2


                         Part I - Financial Information

Item I.  Financial Statements:

The  condensed financial statements included herein have been prepared  pursuant
to  the rules and regulations of the Securities and Exchange Commission. Certain
information  and footnote disclosures normally included in financial  statements
prepared  in  accordance with accounting principles generally  accepted  in  the
United  States of America have been condensed or omitted pursuant to such  rules
and regulations, although the Company believes that the disclosures are adequate
to make the information presented not misleading.

In  the  opinion  of  the Company, all adjustments, consisting  of  only  normal
recurring adjustments, necessary to present fairly the financial position of the
Company and the results of its operations and its cash flows have been made. The
results  of  its operations and its cash flows for the three months ended  March
31,  2003 are not necessarily indicative of the results to be expected  for  the
year ending December 31, 2003.



                                        3

ARENA RESOURCES, INC.
CONDENSED BALANCE SHEETS
(UNAUDITED)




                                                              March 31,      December 31,
                                                                2003             2002
-----------------------------------------------------------------------------------------
                                                                       
ASSETS

Current Assets
 Cash                                                        $ 1,216,320      $   796,915
 Account receivable                                              274,890          269,436
 Subscription receivable                                             -            157,500
 Prepaid expenses                                                  2,128            1,128
-----------------------------------------------------------------------------------------
   Total Current Assets                                        1,493,338        1,224,979
-----------------------------------------------------------------------------------------


Property and Equipment, Using Full Cost Accounting
 Oil and gas properties subject to amortization                5,038,518        4,884,804
 Equipment                                                        21,794           21,794
 Office equipment                                                 14,672           14,672
-----------------------------------------------------------------------------------------
   Total Property and Equipment                                5,074,984        4,921,270
 Less:  Accumulated depreciation and amortization               (222,477)        (172,258)
-----------------------------------------------------------------------------------------
 Net Property and Equipment                                    4,852,507        4,749,012
-----------------------------------------------------------------------------------------

Long-Term Deposits                                                76,502           76,502
-----------------------------------------------------------------------------------------

Total Assets                                                 $ 6,422,347      $ 6,050,493
=========================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY
 Current Liabilities
 Accounts payable                                            $    94,292      $   173,174
 Accrued liabilities                                               6,098              -
 Accrued preferred dividends                                      68,301          114,685
-----------------------------------------------------------------------------------------
   Total Current Liabilities                                     168,691          287,859
-----------------------------------------------------------------------------------------

Long-Term Liabilities
 Put option                                                       45,828           50,604
 Notes payable to officers                                       400,000          400,000
 Deferred income taxes                                           303,593          187,193
-----------------------------------------------------------------------------------------
   Total Long-Term Liabilities                                   749,421          637,797
-----------------------------------------------------------------------------------------

Stockholders' Equity
 Preferred stock - $0.001 par value; 10,000,000 shares
  authorized; no shares issued or outstanding                       -                -
 Common stock - par value $0.001 per share; 100,000,000
  shares authorized; 6,372,856 shares and 6,282,056 shares
  outstanding, respect                                             6,373            6,282
 Additional paid-in capital                                    5,418,902        5,287,189
 Options and warrants outstanding                                433,975          382,040
 Accumulated deficit                                            (355,015)        (550,674)
-----------------------------------------------------------------------------------------
   Total Stockholders' Equity                                  5,504,235        5,124,837
-----------------------------------------------------------------------------------------

Total Liabilities and Stockholders' Equity                   $ 6,422,347      $ 6,050,493
=========================================================================================





     See accompanying notes to unaudited condensed financial statements.

                                        4


ARENA RESOURCES, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)







For the Three Months Ended March 31                      2003           2002
-------------------------------------------------------------------------------
                                                              

Oil and Gas Revenues                                  $ 807,021      $ 143,332
-------------------------------------------------------------------------------

Costs and Operating Expenses
   Oil and gas production costs                         242,071         46,556
   Oil and gas production taxes                          53,950          7,229
   Depreciation, depletion and amortization              50,219         22,648
   General and administrative expense                   143,631         46,821
-------------------------------------------------------------------------------
             Total Costs and Operating Expenses         489,871        123,254
-------------------------------------------------------------------------------

Other Income (Expense)
   Gain from change in fair value of put options          4,776            -
   Interest expense                                      (9,867)           -
-------------------------------------------------------------------------------
             Net Other Expense                           (5,091)           -
-------------------------------------------------------------------------------

Income Before Provision for Income Taxes                312,059         20,078

Provision for Deferred Income Taxes                     116,400            -
-------------------------------------------------------------------------------

Net Income                                              195,659         20,078

Preferred Stock Dividends                                   -           39,706
-------------------------------------------------------------------------------

Income (Loss) Attributable to Common Shares           $ 195,659      $ (19,628)
===============================================================================

Basic Income (Loss) Per Common Share                  $    0.03      $   (0.01)
Diluted Income (Loss) Per Common Share                     0.03          (0.01)
===============================================================================

Basic Weighted-Average Common Shares Outstanding      6,327,609      3,604,500
Diluted Weighted-Average Common Shares Outstanding    6,327,609      3,604,500
===============================================================================




     See accompanying notes to unaudited condensed financial statements.

                                        5


ARENA RESOURCES, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)





For the Three Months Ended March 31                           2003           2002
-----------------------------------------------------------------------------------
                                                                  
Cash Flows From Operating Activities
 Net income                                               $  195,659     $  20,078
 Adjustments to reconcile net income to net cash
   provided by operating activities:
     Depreciation and depletion                               50,219        22,648
     Gain from change in fair value of put option             (4,776)          -
     Changes in assets and liabilities:
         Accounts receivable                                  (5,454)      (24,822)
         Prepaid expenses                                     (1,000)          -
         Accounts payable and accrued liabilities            (72,784)       (6,496)
         Deferred income taxes                               116,400           -
-----------------------------------------------------------------------------------
 Net Cash Provided by Operating Activities                   278,264        11,408
-----------------------------------------------------------------------------------

Cash Flows from Investing Activities
 Purchase of oil and gas properties                         (153,714)      (19,715)
 Purchase of office equipment                                    -            (300)
 Drilling advances                                               -          47,611
-----------------------------------------------------------------------------------
 Net Cash Used in Investing Activities                      (153,714)       27,596
-----------------------------------------------------------------------------------

Cash Flows From Financing Activities
 Proceeds from issuance of common stock, net of offering     183,739           -
 Collection of common stock subscription receivable          157,500           -
 Proceeds from issuance of preferred stock, net of
  offering costs                                                 -          91,236
 Payment on note payable                                         -          (8,000)
 Payment of dividends to preferred stockholders              (46,384)      (36,144)
-----------------------------------------------------------------------------------
 Net Cash Provided by Financing Activities                   294,855        47,092
-----------------------------------------------------------------------------------

Net Increase in Cash                                         419,405        86,096

Cash at Beginning of Period                                  796,915       444,564
-----------------------------------------------------------------------------------

Cash at End of Period                                     $1,216,320      $530,660
===================================================================================

Supplemental Cash Flows Information
 Cash paid for interest                                   $    9,867     $     -
===================================================================================





     See accompanying notes to unaudited condensed financial statements.

                                        6



                             ARENA RESOURCES, INC.
              NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                MARCH 31, 2003


NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

Condensed Financial Statements - The accompanying condensed financial statements
have  been  prepared  by  the  Company and are unaudited.   In  the  opinion  of
management,   the  accompanying  unaudited  financial  statements  contain   all
adjustments  necessary  for fair presentation, consisting  of  normal  recurring
adjustments, except as disclosed herein.

The  accompanying  unaudited interim financial statements  have  been  condensed
pursuant to the rules and regulations of the Securities and Exchange Commission;
therefore,  certain information and disclosures generally included in  financial
statements  have been condensed or omitted.  The condensed financial  statements
should  be  read  in conjunction with the Company's annual financial  statements
included  in  its  annual report on Form 10-KSB as of December  31,  2002.   The
financial  position and results of operations for the three months  ended  March
31,  2003 are not necessarily indicative of the results to be expected  for  the
full year ending December 31, 2003.

Nature  of  Operations - The Company owns interests in oil  and  gas  properties
located in Oklahoma, Texas and Kansas.  The Company is engaged primarily in  the
acquisition,  exploration  and development of oil and  gas  properties  and  the
production and sale of oil and gas.

Use  of  Estimates - The preparation of financial statements in conformity  with
accounting  principles  generally  accepted in  the  United  States  of  America
requires  management to make estimates and assumptions that affect the  reported
amounts  of  assets  and  liabilities,  disclosure  of  contingent  assets   and
liabilities  and  the  reported  amounts of revenues  and  expenses  during  the
reporting period.  Actual results could differ from those estimates.

Long-Term  Deposits - The Company has complied with a requirement to maintain  a
$50,000 certificate of deposit at a federally insured institution in order to do
business  in  the state of Texas.  The maturity date of the investment  is  July
2003.   The  Company has also complied with a requirement to maintain a  $25,000
certificate  of  deposit  at  a federally insured institution  in  order  to  do
business  in  the  state of Oklahoma.  The maturity date of  the  investment  is
August 2004.

Oil and Gas Properties - The Company uses the full cost method of accounting for
oil   and  gas  properties.   Under  this  method,  all  costs  associated  with
acquisition,   exploration,  and  development  of  oil  and  gas  reserves   are
capitalized.   Costs  capitalized  include  acquisition  costs,  geological  and
geophysical expenditures, lease rentals on undeveloped properties and  costs  of
drilling  and  equipping productive and non-productive  wells.   Drilling  costs
include  directly  related overhead costs.  Capitalized  costs  are  categorized
either as being subject to amortization or not subject to amortization.

All  capitalized costs of oil and gas properties, including the estimated future
costs to develop proved reserves and estimated future costs of site restoration,
are  amortized  on  the  unit-of-production method  using  estimates  of  proved
reserves  as  determined  by  independent engineers.   Investments  in  unproved
properties  and  major  development projects  are  not  amortized  until  proved
reserves  associated with the projects can be determined. The Company  evaluates
oil  and gas properties for impairment at least quarterly. If the results of  an
assessment  indicate  that  the  properties are  impaired,  the  amount  of  the
impairment  is  added  to the capitalized costs to be amortized.    Amortization
expense for the three months ended March 31, 2003 was $47,843 based on depletion
at  the rate of $1.88 per barrel of oil equivalents compared to $20,909 based on
depletion at the rate of $2.65 per barrel of oil equivalent for the three months
ended March 31, 2002.


                                        7


                             ARENA RESOURCES, INC.
              NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                MARCH 31, 2003


In  addition, capitalized costs are subject to a ceiling test which limits  such
costs  to  the  estimated  present  value of future  net  revenues  from  proved
reserves,  discounted at a 10-percent interest rate, based on  current  economic
and  operating  conditions,  plus the lower of cost  or  fair  market  value  of
unproved properties.

Consideration  received  from sales or transfers of  oil  and  gas  property  is
accounted for as a reduction of capitalized costs. Revenue is not recognized  in
connection with contractual services performed in connection with properties  in
which the Company holds an ownership interest.

Income  (Loss)  Per  Common  Share - Basic income (loss)  per  common  share  is
computed by dividing net income (loss) available to common stockholders  by  the
weighted-average number of common shares outstanding during the period.  Diluted
income (loss) per share reflects the potential dilution that could occur if  all
contracts to issue common stock were converted into common stock.

Concentration of Credit Risk and Major Customer - The Company currently has cash
in  excess  of  federally insured limits at March 31, 2003.   During  the  three
months  ended  March 31, 2003, sales to one customer represented  61%  of  total
sales  and sales to another customer represented 20% of total sales.   At  March
31,  2003,  these  two  customers made up 57% and 19%  of  accounts  receivable,
respectively.

Stock-Based  Employee Compensation - On April 1, 2003, the Company issued  stock
options  to directors and employees, which are described more fully in  Note  4.
The  Company  applies the recognition and measurement principles  of  Accounting
Principles  Board Opinion No. 25, Accounting for Stock Issued to Employees  (APB
25)  and  related interpretations in accounting for its stock-based compensation
awards.   Under APB 25, no compensation expense will be charged to earnings  for
employee  stock option awards because the options granted had an exercise  price
equal to the fair value of the underlying common stock on the grant date.

Alternately,  Statements on Financial Accounting Standards No.  123,  Accounting
for   Stock-Based  Compensation  (SFAS  123),  allows  companies  to   recognize
compensation  expense over the related service period based on  the  grant  date
fair  value  of  the stock option awards. Under both methods, upon  issuance  of
common  stock  under the options, proceeds received in excess of par  value  are
credited  to  additional  paid-in capital. The dilutive  effect  of  outstanding
options  is reflected as additional share dilution in the computation of  income
per  common  share.  Although there was no effect on net income and  income  per
share  during  the three months ended March 31, 2003 because the  stock  options
were  not granted during that period, future periods will include disclosure  of
the  effect on net income and income per share as if the Company had applied the
fair   value  recognition  provisions  of  SFAS  123  to  stock-based   employee
compensation.  Under  SFAS  123, the pro forma estimated  compensation  expense,
after tax, for 2003, 2004 and 2005 will be approximately $395,000, $353,000  and
$209,000, respectively.

NOTE 2 - NOTES PAYABLE

On  February  3,  2003, the Company established a $10,000,000  revolving  credit
facility with a bank with an initial borrowing base of $2,000,000.  The interest
rate  is  a floating rate equal to the JP Morgan Chase prime rate plus  1%  with
interest payable monthly. Annual fees for the facility are 1/2 of one percent of
the  unused portion of the borrowing base. Amounts borrowed under the  revolving
credit  facility will be due in February 2005. The revolving credit facility  is
secured  by  the Company's principal mineral interests. In order to  obtain  the
revolving  credit  facility, loans from two officers were  subordinated  to  the
position  of  the  bank and the credit facility was guaranteed  by  two  of  the
Company's  officers.  The  Company is required under the  terms  of  the  credit
facility to maintain a tangible net worth of $4,000,000, maintain a 5-to-1 ratio


                                        8


                             ARENA RESOURCES, INC.
              NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                MARCH 31, 2003



of  income  before interest, taxes, depreciation, depletion and amortization
to interest expense and maintain a current asset to current liability ratio of
1-to-1.  As  of March 31, 2003,  no amounts had been borrowed under this
credit facility.

NOTE 3 - STOCKHOLDERS' EQUITY

The  Company is authorized to issue 100,000,000 common shares, with a par  value
of $0.001 per share, and 10,000,000 Class "A" convertible preferred shares, with
a par value of $0.001 per share.

Private  Placement Offering of Common Stock and Warrants - On August  22,  2002,
the  Company initiated a $3,000,000 private placement offering of the  Company's
common  stock at $2.50 per share with a detachable warrant exercisable at  $5.00
per  share  through September 30, 2005. During the three months ended March  31,
2003,  the Company issued 91,800 shares of common stock and 91,800 warrants  for
$183,739  in  net  cash  proceeds (net of cash offering costs  of  $45,761).  In
addition,  the  placement agents received, for their services,  16,830  warrants
exercisable  at  $5.00 per share through September 30, 2005.  The  net  proceeds
received  were allocated to the common stock and the warrants based  upon  their
relative  fair values, with $147,726 allocated to the common stock  and  $36,013
allocated  to the warrants. The fair value of the warrants issued was  $100,706,
or  $0.93  per  warrant,  which was determined using  the  Black-Scholes  option
pricing   model  with  the  following  weighted-average  assumptions:  risk-free
interest rate of 1.8%, expected dividend yield of 0%, volatility of 35.7% and an
expected life of 2.6 years.

In  addition, during the three months ended March 31, 2003, the placement agents
earned  52,433  additional  warrants, with the same terms,  for  their  services
relating  to the shares of common stock and warrants issued during 2002.  During
the  three  months ended March 31, 2003, $15,922 of the proceeds from  the  2002
cash  offering  proceeds were allocated to the additional warrants,  based  upon
their  relative  fair  value.  Through March 31, 2003, the  Company  had  issued
377,800  units of common stock and warrants to investors under the offering  for
$785,875 in net cash proceeds (net of cash offering costs of $158,625)  and  had
issued 69,263 warrants to the placement agents for their services.

NOTE 4 - EMPLOYEE STOCK OPTIONS

On  April  1,  2003, the Company granted options to directors and  employees  to
purchase  1,000,000 shares of common stock at $3.70 per share through  April  1,
2008, subject to shareholder approval. The options vest at the rate of 20%  each
year  over  five years. The exercise price was 85% of the market  value  of  the
Company's   common  stock  on  the  date  issued.   In  accordance   with   FASB
Interpretation  No.  44,  Accounting for Certain  Transactions  Involving  Stock
Compensation,  the  15% discount from the market price of the  Company's  common
stock  used  in  determining the fair value of the common  stock  is  considered
reasonable  and the options are not compensatory. Accordingly, the Company  will
not recognize any compensation expense from the grant of these stock options  in
future periods.

The  fair  value of the options granted was $1,837,935, or $1.84 per share,  and
was  estimated on the date of grant using the Black-Scholes option-pricing model
with  the  following weighted-average assumptions: dividend yield of 0% percent,
expected volatility of 36.3%, risk-free interest rate of 2.8% and expected lives
of 5.0 years.


                                        9


                             ARENA RESOURCES, INC.
              NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
                                MARCH 31, 2003


NOTE 5 - CONTINGENCIES AND COMMITMENTS

Standby  Letters  of  Credit - A commercial bank has issued standby  letters  of
credit  on  behalf  of the Company to the states of Texas and Oklahoma  totaling
$75,000  to  allow  the  Company to do business in those  states.   The  standby
letters  of  credit are valid through August 2004 and are collateralized  by  an
assignment  of certificates of deposit totaling $76,502. The Company intends  to
renew the standby letters of credit for as long as the Company does business  in
those states. No amounts have been drawn under the standby letters of credit.

NOTE 6 - SUBSEQUENT EVENTS

As  discussed  in  Note 4, the Company granted stock options  to  directors  and
employees on April 1, 2003 to purchase 1,000,000 shares of common stock at $3.70
per share through April 1, 2008, subject to shareholder approval.

On  April  15, 2003, the common stock of Arena Resources, Inc. began trading  on
the American Stock Exchange.

Effective  May  1, 2003, Arena Resources, Inc. acquired a 70% working  interest,
56%  net  revenue interest, in oil and gas properties known as the Seven  Rivers
Queen  Unit  in  Lea County, New Mexico.  Total consideration  provided  by  the
Company was a cash payment of $900,000.  These funds were drawn on the Company's
revolving  credit facility from the Bank of Oklahoma.  The Company  also  issued
10,000  shares  of  the Company's common stock valued at  $4.50  per  share,  or
$45,000, as a finder's fee relating to this acquisition.



                                        10


Item 2.  Management's Discussion and Analysis of Financial Condition and Results
of Operations

Results of Operations

For  the  three  months ended March 31, 2003, the Company realized  $807,021  in
revenue  compared to $143,332 in revenue for the same period  in  2002.   Income
before  accrual for deferred income taxes for the three months ended  March  31,
2003  was  $312,059 compared to $20,078 for the same period in 2002. Net  income
after  preferred stock dividends was $195,659 for the three months  ended  March
31, 2003 compared to a loss of $19,628 for the same period in 2002.  The Company
also  had  positive  net  cash flows from operations of  $278,264,  compared  to
$11,408 for the same period in 2002.

Oil  and  gas  production costs for the three months ended March 31,  2003  were
$242,071, compared to $46,556 for the same period in 2002.  Production taxes for
the  three months ended March 31, 2003 were $53,950, compared to $7,229 for  the
same  period  in  2002.  Depreciation and depletion for the three  months  ended
March  31,  2003 was $50,219, compared to $22,648 for the same period  in  2002.
General  and administrative expenses for the three months ended March  31,  2003
were  $143,631, consisting primarily of bank line of credit fees, stock exchange
listing  fees and payroll salaries and taxes, compared to $46,821 for  the  same
period in 2002, consisting primarily of payroll salaries and taxes.

Revenues Year to Date by Geographic section

Arena reports its net oil and gas revenues for the year to date as applicable to
the following geographic sectors:

OIL

                                      Net Production Volume       Net Revenue
               Texas Leases                5,440 BBLS              $ 179,157
               Oklahoma Leases            18,150 BBLS              $ 579,882

GAS

                                      Net Production Volume       Net Revenue
               Texas Leases                1,296 MCF               $   4,302
               Oklahoma Leases             9,616 MCF               $  43,680

Arena  is  also looking at various other oil and gas opportunities, as generally
outlined  in  its  earlier periodic reports, in Oklahoma  and  other  geographic
areas,  but has entered no definitive or binding agreements, except as otherwise
reported in this filing.

Significant Subsequent Events occurring after March 31, 2003:

On  April  15,  2003, Arena Resources, Inc. common stock began  trading  on  the
American Stock Exchange, under ticker symbol ARD.  The opening price was set  at
$4.50 per share.

Effective  May  1,  2003,  Arena Resources, Inc. acquired  a  approximately  70%
working  interest, 56% net revenue interest, in the Seven Rivers Queen  Unit  in
Lea  County, New Mexico.  Total consideration provided by the Company was a cash
payment  of  $900,000.  The Company also issued 10,000 shares of  the  Company's
restricted common stock valued at $4.50 per share, or $45,000, as a finder's fee
relating to this acquisition.


                                        11


Capital Resources and Liquidity

As  shown in the financial statements for the three months ended March 31, 2003,
the  Company had cash on hand of $1,216,320, compared to $792,915 as of December
31, 2002.  The Company had positive net cash flows from operations for the three
months ended March 31, 2003 of $278,264, compared to $11,408 for the same period
2002.   Other significant sources of cash inflow in 2003 were the ongoing common
stock private placement with net proceeds in 2003 of $183,739 and the collection
of  a  common  stock subscription receivable, in the amount of $157,500.   Other
significant  sources  of cash inflow in 2002 were the Class  A  preferred  stock
private placement (which closed June 30, 2002) with net proceeds of $91,236, and
drilling  advances  received  of $47,611.  The most  significant  cash  outflows
during  the three months ended March 31, 2003 and 2002 were capital expenditures
of $153,714 in 2003 and $19,715 in 2002 and payment of preferred stock dividends
of $46,384 in 2003 and $36,144 in 2002.

On  February  3,  2003, the Company established a $10,000,000  revolving  credit
facility with a bank with an initial borrowing base of $2,000,000.  The interest
rate  is  a floating rate equal to the JP Morgan Chase Prime rate plus  1%  with
interest payable monthly. Annual fees for the facility are 1/2 of 1% of the
unused portion  of  the  borrowing base. Amounts borrowed under  the  revolving
credit facility will be due in February 2005. The revolving credit facility is
secured by  the  Company's principal mineral interests. In order to obtain the
revolving credit  facility, loans from two officers were subordinated to the
position of the  bank  and  the  credit  facility was guaranteed by  two  of the
Company's officers.  The  Company is required under the terms of the  credit
facility to maintain a tangible net worth of $4,000,000, maintain a 5-to-1 ratio
of income before  interest,  taxes, depreciation, depletion and amortization to
interest expense and maintain a current asset to current liability ratio of
1-to-1.

On  August  22,  2002,  the  Company initiated a  $3,000,000  private  placement
offering  of  the  Company's common stock at $2.50 per share with  a  detachable
warrant  exercisable at $5.00 per share through September 30, 2005.  During  the
three  months ended March 31, 2003, the Company issued 91,800 shares  of  common
stock  and  91,800  warrants  for $183,739 in net cash  proceeds  (net  of  cash
offering  costs  of  $45,761). In addition, the placement agents  received,  for
their services, 16,830 warrants exercisable at $5.00 per share through September
30, 2005 and, during the three months ended March 31, 2003, the placement agents
earned  52,433  additional  warrants, with the same terms,  for  their  services
relating to the shares of common stock and warrants issued during 2002.  Through
March  31,  2003,  the  Company had issued 377,800 units  of  common  stock  and
warrants to investors under the offering for $785,875 in net cash proceeds  (net
of  cash  offering  costs  of $158,625) and had issued 69,263  warrants  to  the
placement agents for their services.

Management  plans to continue to make acquisitions, using net  cash  flows  from
operations  and  possibly  the above referenced credit facility  and  additional
equity capital.

Disclosures About Market Risks

Like  other natural resource producers, Arena faces certain unique market risks.
The  two  most salient risk factors are the volatile prices of oil and  gas  and
certain environmental concerns and obligations.

Oil and Gas Prices

Current  competitive  factors in the domestic oil and gas industry  are  unique.
The   actual  price  range  of  crude  oil  is  largely  established  by   major
international  producers.  Pricing for natural gas is  more  regional.   Because
domestic  demand for oil and gas exceeds supply, there is little risk  that  all
current production will not be sold at relatively fixed prices.  To this  extent
Arena  does not see itself as directly competitive with other producers, nor  is
there  any  significant risk that the company could not sell all  production  at


                                        12


current   prices  with  a  reasonable  profit  margin.   The  risk  of  domestic
overproduction  at  current  prices  is not  deemed  significant.   The  primary
competitive  risks  would  come from falling international  prices  which  could
render current production uneconomical.

Secondarily,  Arena is presently committed to use the services of  the  existing
gatherers  in  its  present areas of production.  This gives to  such  gatherers
certain   short   term  relative  monopolistic  powers  to  set  gathering   and
transportation costs, because obtaining the services of an alternative gathering
company would require substantial additional costs since an alternative gatherer
would  be  required to lay new pipeline and/or obtain new rights of way  in  the
lease.

It  is also significant that more favorable prices can usually be negotiated for
larger  quantities of oil and/or gas product, such that Arena  views  itself  as
having  a price disadvantage to larger producers.  Large producers also  have  a
competitive advantage to the extent they can devote substantially more resources
to acquiring prime leases and resources to better find and develop prospects.

Environmental

Oil  and  gas  production is a highly regulated activity  which  is  subject  to
significant  environmental and conservation regulations both on  a  federal  and
state level.  Historically, most of the environmental regulation of oil and  gas
production  has  been  left  to state regulatory boards  or  agencies  in  those
jurisdictions  where there is significant gas and oil production,  with  limited
direct  regulation  by  such  federal agencies as the  Environmental  Protection
Agency.   However, while the Company believes this generally to be the case  for
its production activities in Texas and Oklahoma, it should be noticed that there
are  various  Environmental  Protection Agency regulations  which  would  govern
significant spills, blow-outs, or uncontrolled emissions.

In  Oklahoma, Texas and Kansas specific oil and gas regulations exist related to
the  drilling, completion and operations of wells, as well as disposal of  waste
oil.  There are also procedures incident to the plugging and abandonment of  dry
holes   or  other  non-operational  wells,  all  as  governed  by  the  Oklahoma
Corporation Commission, Oil and Gas Division, the Texas Railroad Commission, Oil
and Gas Division or the Kansas Corporation Commission, Oil and Gas Division.

Compliance  with these regulations may constitute a significant cost and  effort
for  Arena.   No  specific  accounting  for environmental  compliance  has  been
maintained or projected by Arena to date.  Arena does not presently know of  any
environmental  demands, claims, or adverse actions, litigation or administrative
proceedings in which it or the acquired properties are involved or subject to or
arising out of its predecessor operations.

In  the  event  of  a  breach of environmental regulations, these  environmental
regulatory agencies have a broad range of alternative or cumulative remedies  to
include:  ordering a clean up of any spills or waste material and restoration of
the  soil  or water to conditions existing prior to the environmental violation;
fines;  or enjoining further drilling, completion or production activities.   In
certain  egregious  situations the agencies may also  pursue  criminal  remedies
against the Company or its principals.


Forward-Looking Information

Certain  statements  in this Section and elsewhere in this report  are  forward-
looking  in nature and relate to trends and events that may affect the Company's
future  financial  position and operating results.   Such  statements  are  made
pursuant  to  the  safe  harbor provision of the Private  Securities  Litigation
Reform  Act of 1995.  The terms "expect," "anticipate," "intend," and  "project"
and  similar  words  or  expressions are intended  to  identify  forward-looking


                                        13


statements.   These statements speak only as of the date of  this  report.   The
statements  are  based  on current expectations, are inherently  uncertain,  are
subject  to  risks,  and  should be viewed with  caution.   Actual  results  and
experience may differ materially from the forward-looking statements as a result
of  many factors, including changes in economic conditions in the markets served
by the company, increasing competition, fluctuations in raw materials and energy
prices,  and  other unanticipated events and conditions.  It is not possible  to
foresee or identify all such factors.  The company makes no commitment to update
any forward-looking statement or to disclose any facts, events, or circumstances
after  the  date  hereof  that may affect the accuracy  of  any  forward-looking
statement.

Item 3.   Controls and Procedures

     (a)   The Company maintains controls and procedures designed to ensure that
       information required to be disclosed in the reports that the Company
       files or submits under the Securities Exchange Act of 1934 is recorded,
       processed, summarized and reported within the time periods specified in
       the rules and forms of the Securities and Exchange Commission. Based upon
       their evaluation of those controls and procedures performed within 90
       days of the filing date of this report, the chief executive officer and
       the principal financial officer of the Company concluded that the
       Company's disclosure controls and procedures were adequate.

     (b)   Changes  in  internal  controls.  The Company made no significant
       changes in its internal controls or in  other factors that could
       significantly affect these controls subsequent to  the date of the
       evaluation of those controls by the chief executive officer and principal
       financial officer.



                                        14


Part II - Other Information

Item 1.  Legal Proceedings

Arena is not presently engaged in any legal proceedings, nor does it know of any
claims for or against the company by any party.

Item 4.  Submission of Matters to a Vote of Security Holders

During  the  present  quarter  there has been no matter  submitted  to  security
holders  for  a  vote.   Arena presently anticipates holding  its  first  annual
shareholders meeting in approximately the first half of 2003 for the election of
directors,  approval  of  its newly proposed stock option  plan  and  the  other
routine  matters, but has not presently set a definitive date for such  meeting.
Shareholders  will  be independently advised of any such formal  annual  meeting
date.

Item 5.  Other Information

Arena  has established a limited trading market on the NASD Electronic  Bulletin
Board  since approximately March 28, 2001.  The shares have traded in the  range
of $4.25 to $4.50 during the first quarter, 2003 under the trading symbol, ARRI.
As  of April 15, 2003, Arena is trading on the American Stock Exchange under the
trading symbol, ARD.

Arena discloses, as a material subsequent event, that it has rescinded and fully
terminated  its prior stock option program as of April 1, 2003.  No shares  were
subscribed  or issued under the terminated program.  As of April  1,  2003,  the
Board  adopted  a  new  qualified  stock  option  incentive  plan,  subject   to
shareholder approval as of the next shareholder meeting.

Management  is  not  aware of any other pertinent or relevant information  other
than  discussed  above  in  Managements Discussion  and  Analysis  of  Financial
Condition  and  Results of Operations.  Shareholders are  advised  that  as  the
Company completes future significant drilling and completion activities for  oil
and  gas  acquisitions that it will report such matters through  press  releases
and/or  the filing of 8-K reports where appropriate.  Such information  will  be
further  summarized in the next applicable periodic filing with  the  Securities
and Exchange Commission.

Item 6.  Exhibits and Reports on Form 8-K

      (a)  Exhibit 99    Certification Pursuant to 18 U.S.C. Section 1350, As
                         Adopted Pursuant To Section 906 Of The Sarbanes-Oxley
                         Act of 2002

           Exhibit 10.1  Seven Rivers Queen Unit Assignment, Bill of Sale and
                         Conveyance dated May 1, 2003

           Exhibit 10.2  Form of Stock Option Subscription Agreements dated
                         April 1, 2003



                                        15


                                   SIGNATURES

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


                                       REGISTRANT:  ARENA RESOURCES, INC.



Dated: May 14, 2003                By: /s/ Lloyd Tim Rochford
                                      --------------------------
                                   Lloyd Tim Rochford
                                   President, Chief Executive Officer


Dated: May 14, 2003                By:  /s/ Stanley McCabe
                                      --------------------------
                                   Stanley McCabe
                                   Treasurer, Secretary

Dated: May 14, 2003                By:  /s/ William R. Broaddrick
                                      ---------------------------
                                   William R. Broaddrick
                                   Vice President, Chief Financial Officer



                                        16



                          Attachment A

               Form of Certification for Form 10-Q

                         CERTIFICATIONS

I, Lloyd Tim Rochford, certify that:

     1.   I have reviewed this quarterly report on Form 10-QSB of
          Arena Resources, Inc.;

     2.   Based on my knowledge, this quarterly report does not
          contain any untrue statement of a material fact
          necessary to make the statements made, in light of the
          circumstances under which such statements were made,
          not misleading with respect to the period covered by
          this quarterly report;

     3.   Based on my knowledge, the financial statements, and
          other financial information included in this quarterly
          report, fairly present in all material respects the
          financial condition, results of operations and cash
          flows of the registrant as of, and for, the periods
          presented in this quarterly report;

     4.   The registrant's other certifying officers and I are
          responsible for establishing and maintaining disclosure
          controls and procedures (as defined in Exchange Act
          Rules 13a-14 and 15d-14) for the registrant and we
          have:

          a)   designed such disclosure controls and procedures to ensure
             that material information relating to the registrant, including
             its consolidated subsidiaries, is made known to us by others
             within those entities, particularly during the period in which
             this quarterly report is being prepared;

          b)   evaluated the effectiveness of the registrant's disclosure
             controls and procedures as of a date within 90 days prior to the
             filing date of this quarterly report (the "Evaluation Date"); and

          c)   presented in this quarterly report our conclusions about the
             effectiveness of the disclosure controls and procedures based on
             our evaluation as of the Evaluation Date;

         5.   The registrant's other certifying officers and I
          have disclosed, based on our most recent evaluation, to
          the registrant's auditors and the audit committee of
          registrant's board of directors (or persons performing
          the equivalent function):

          a)   all significant deficiencies in the design or operation of
             internal controls which could adversely affect the registrant's
             ability to record, process, summarize and report financial data
             and have identified for the registrant's auditors any material
             weaknesses in internal controls; and

          b)   any fraud, whether or not material, that involves management
             or other employees who have a significant role in the
             registrant's internal controls; and

     6.   The registrant's other certifying officers and I have
          indicated in this quarterly report whether or not there were
          significant changes in internal controls or in other factors that
          could significantly affect internal controls subsequent to the
          date of our most recent evaluation, including any corrective
          actions with regard to significant deficiencies and material
          weaknesses.


Date:     May 14, 2003


/s/  Lloyd Tim Rochford
_____________________________________
Lloyd Tim Rochford
President, Chief Executive Officer


                                        19




I, William R. Broaddrick, certify that:

     1.   I have reviewed this quarterly report on Form 10-QSB of
Arena Resources, Inc.;

     2.   Based on my knowledge, this quarterly report does not
          contain any untrue statement of a material fact
          necessary to make the statements made, in light of the
          circumstances under which such statements were made,
          not misleading with respect to the period covered by
          this quarterly report;

     3.   Based on my knowledge, the financial statements, and
          other financial information included in this quarterly
          report, fairly present in all material respects the
          financial condition, results of operations and cash
          flows of the registrant as of, and for, the periods
          presented in this quarterly report;

     4.   The registrant's other certifying officers and I are
          responsible for establishing and maintaining disclosure
          controls and procedures (as defined in Exchange Act
          Rules 13a-14 and 15d-14) for the registrant and we
          have:

          a)   designed such disclosure controls and procedures to ensure
            that material information relating to the registrant, including
            its consolidated subsidiaries, is made known to us by others
            within those entities, particularly during the period in which
            this quarterly report is being prepared;

          b)   evaluated the effectiveness of the registrant's disclosure
            controls and procedures as of a date within 90 days prior to the
            filing date of this quarterly report (the "Evaluation Date"); and

          c)   presented in this quarterly report our conclusions about the
            effectiveness of the disclosure controls and procedures based on
            our evaluation as of the Evaluation Date;

         5.   The registrant's other certifying officers and I
          have disclosed, based on our most recent evaluation, to
          the registrant's auditors and the audit committee of
          registrant's board of directors (or persons performing
          the equivalent function):

          a)   all significant deficiencies in the design or operation of
            internal controls which could adversely affect the registrant's
            ability to record, process, summarize and report financial data
            and have identified for the registrant's auditors any material
            weaknesses in internal controls; and

          b)   any fraud, whether or not material, that involves management
            or other employees who have a significant role in the
            registrant's internal controls; and


     7.   The registrant's other certifying officers and I have
          indicated in this quarterly report whether or not there were
          significant changes in internal controls or in other factors that
          could significantly affect internal controls subsequent to the
          date of our most recent evaluation, including any corrective
          actions with regard to significant deficiencies and material
          weaknesses.


Date:     May 14, 2003


/s/ William R. Broaddrick
_____________________________________
William R. Broaddrick
Vice President, Chief Financial Officer


                                        19