EXHIBIT 10.5

					PROMISSORY NOTE

Borrower:  Arena Resources, Inc.             Lender:  Bank of Oklahoma, N.A.
            (TIN: 73-1596109)                         P. O. Box 2300
           4920 S. Lewis Street, Suite 107            Tulsa, OK  74192
           Tulsa, OK  74105

Principal Amount:  $10,000,000.00  Initial rate: 5.250%
Date of Note: January 31, 2003

PROMISE TO PAY.   Arena Resources, Inc. ("Borrower") promises to pay to Bank of
Oklahoma, N.A. ("Lender"), or order, in lawful money of the Unites States of
America, the principal amount of Ten Million & 00/100 Dollars ($10,000,000.00)
or so much as may be outstanding, together with interest on the unpaid
outstanding principal balance of each advance. Interest shall be calculated from
the date of each advance until repayment of each advance.

PAYMENT.   Borrower will pay this loan in one payment of all outstanding
principal plus all accrued unpaid interest on January 31, 2005. In addition,
Borrower will pay regular monthly payments of all accrued unpaid interest due as
of each payment date, beginning February 28, 2003, with all subsequent interest
payments to be due on the same day of each month after that. Unless otherwise
agreed or required by applicable law, payments will be applied first to accrued
unpaid interest, then to principal, and any remaining amount to any unpaid
collection costs. The annual interest rate for this Note is computed on a
365/360 basis; that is, by applying the ratio of the annual interest rate over a
year of 360 days, multiplied by the outstanding principal balance, multiplied by
the actual number of days the principal balance is outstanding. Borrower will
pay Lender at Lender's address shown above or at such other place as Lender may
designate in writing.

VARIABLE INTEREST RATE.   The interest rate on this Note is subject to change
from time to time based on changes in an independent index which is the JP
Morgan Chase Bank Prime Rate (the "Index"). The Index is not necessarily the
lowest rate charged by Lender on its loans. If the index becomes unavailable
during the term of this loan, Lender may designate a substitute index after
notice to Borrower. Lender will tell Borrower the current index rate upon
Borrower's request. The interest rate change will not occur more often than each
day. Borrower understands that Lender may make loans based on other rates as
well. The Index currently is 4.250% per annum. The interest rate to be applied
to the unpaid principal balance of this Note will be at a rate of 1.000
percentage point over the Index., resulting in an initial rate of 5.250% per
annum. NOTICE:  Under no circumstances will the interest rate on this Note be
more than the maximum rate allowed by applicable law.

PREPAYMENT.   Borrower may pay without penalty all or a portion of the amount
owed earlier than it is due. Early payments will not, unless agreed to by Lender
in writing, relieve Borrower or Borrower's obligation to continue to make
payments of accrued unpaid interest. Rather, early payments will reduce the
principal balance due. Borrower agrees not to send Lender payments marked "paid
in full", "without recourse", or similar language. If Borrower sends such a
payment, Lender may accept it without losing any of Lender's rights under this
Note, and Borrower will remain obligated to pay any further amount owed to
Lender. All written communications concerning disputed amounts, including any
check or other payment instrument that indicates that the payment constitutes
"payment in full" of the amount owed or that is tendered with other conditions
or limitations or as full satisfaction of a disputed amount must be mailed or
delivered to:  Bank of Oklahoma, N.A., P.O., Box 268800, Oklahoma City, OK
73126-8800.

INTEREST AFTER DEFAULT.   Upon default, including failure to pay upon final
maturity, the total sum due under this Note will bear interest from the date of
acceleration or maturity at the variable interest rate on this Note. The
interest rate will not exceed the maximum rate permitted by applicable law.

DEFAULT.   Each of the following shall constitute an event of default ("Event of
Default") under this Note:

     Payment Default.  Borrower fails to make any payment when due under this
Note.

     Other Defaults.   Borrower fails to comply with or to perform any other
     term, obligation, covenant or condition contained in this Note or in any of
     the related documents or to comply with or to perform any term, obligation,
     covenant or condition contained in any other agreement between Lender and
     Borrower.

     Default in Favor of Third Parties.   Borrower or any Grantor defaults under
     any loan, extension of credit, security agreement, purchase or sales
     agreement, or any other agreement, in favor of any other creditor or person
     that may materially affect any of Borrower's property or Borrower's ability
     to repay this Note or perform Borrower's obligations under this Note or any
     of the related documents.

     False Statements.   Any warranty, representation or statement made or
     furnished to Lender by Borrower or on Borrower's behalf under this Note or
     the related documents is false or misleading in any material respect,
     either now or at the time made or furnished or becomes false or misleading
     at any time thereafter.

     Insolvency.   The dissolution or termination of Borrower's existence as a
     going business, the insolvency of Borrower, the appointment of a receiver
     for any part of Borrower's property, any assignment for the benefit of
     creditors, any type of creditor workout, or the commencement of any
     proceeding under any bankruptcy or insolvency laws by or against Borrower.

     Creditor or Forfeiture Proceedings.   Commencement of foreclosure or
     forfeiture proceedings, whether by judicial proceeding, self-help,
     repossession or any other method, by any creditor of Borrower or by any
     governmental agency against any collateral securing the loan. This includes
     a garnishment of any of Borrower's accounts, including deposit accounts,
     with Lender. However, this Event of Default shall not apply if there is a
     good faith dispute by Borrower as to the validity or reasonableness of the
     claim which is the basis of the creditor or forfeiture proceeding and if
     Borrower gives Lender written notice of the creditor or forfeiture
     proceeding and deposits with Lender monies or a surety bond for the
     creditor or forfeiture proceeding, in an amount determined by Lender, in
     its sole discretion, as being an adequate reserve or bond for the dispute.

     Events Affecting Guarantor.   Any of the proceeding events occurs with
     respect to any Guarantor of any of the indebtedness or any Guarantor dies
     or becomes incompetent, or revokes or disputes the validity of, or
     liability under, any guaranty of the indebtedness evidenced by this Note.

     Change in Ownership.   Any change in ownership of twenty-five percent (25%)
     or more of the common stock of Borrower.

     Adverse Change.   A material adverse change occurs in Borrower's financial
     condition, or Lender believes the prospect of payment or performance of
     this Note is impaired.

     Insecurity.   Lender in good faith believes itself insecure.

LENDER'S RIGHTS.   Upon default, Lender may declare the entire unpaid principal
balance on this Note and all accrued unpaid interest immediately due, and then
Borrower will pay that amount.

ATTORNEYS' FEES; EXPENSES.   Lender may hire or pay someone else to help collect
this Note if Borrower does not pay. Borrower does not pay. Borrower will pay
Lender that amount. This includes, subject to any limits under applicable law,
Lender's attorneys; fees and Lender's legal expenses, whether or not there is a
lawsuit, including without limitation all attorneys' fees and legal expenses for
bankruptcy proceedings (including efforts to modify or vacate any automatic stay
or injunction), and appeals. If not prohibited by applicable law, Borrower also
will pay any court costs, in addition to all other sums provided by law.

JURY WAIVER.   Lender and Borrower hereby waive the right to any jury trial in
any action, proceeding, or counterclaim brought by either Lender or Borrower
against the other.

GOVERNING LAW.   This Note will be governed by, construed and enforced in
accordance with federal law and the laws of the State of Oklahoma. This Note has
been accepted by Lender in the State of Oklahoma.

DISHONERED ITEM FEE.   Borrower will pay a fee to Lender of $23.00 if Borrower
makes a payment on Borrower's loan and the check or other payment order
including any preauthorized charge with which Borrower pays is later dishonored.

RIGHT OF SETOFF.   To the extent permitted by applicable law, Lender reserves a
right of setoff in all Borrower's accounts with Lender (whether checking,
savings, or some other account). This includes all accounts Borrower holds
jointly with someone else and all accounts Borrower may open in the future.
However, this does not include any IRA or Keogh accounts, or any trust accounts
for which setoff would be prohibited by law. Borrower authorizes Lender, to the
extent permitted by applicable law, to charge or setoff all sums owing on the
debt against any and all such accounts.

COLLATERAL.   Borrower acknowledges this Note is secured by Oil and Gas
Mortgages.

LINE OF CREDIT.   This Note evidences a revolving line of credit. Advances under
this Note, as well as directions for payment from Borrower's accounts, may be
requested orally or in writing by Borrower or by an authorized person. Lender
may, but need not, require that all oral requests be confirmed in writing.
Borrower agrees to be liable for all sums either:  (A)  advanced in accordance
with the instructions of an authorized person or  (B)  credited to any of
Borrower's accounts with Lender. The unpaid principal balance owing on this Note
at any time any be evidenced by endorsements on this Note or by Lender's
internal records, including daily computer print-outs. Lender will have no
obligation to advance funds under this Note if:  (A)  Borrower or any guarantor
is in default under the terms of this Note or any agreement that Borrower or any
guarantor has with Lender, including any agreement made in connection with the
signing of this Note;  (B)  Borrower or any guarantor ceases doing business or
is insolvent;  (C)  any guarantor seeks, claims or otherwise attempts to limit,
modify or revoke such guarantor's guarantee of this Note or any other loan with
Lender;  (D)  Borrower has applied funds provided pursuant to this Note for
purposes other than those authorized by Lender; or (E)  Lender in good faith
believes itself insecure.

PAYMENTS.   PAYMENTSSHOUDL BE REMITTED TO:  Bank of Oklahoma, P.O. Box 268800,
Oklahoma City, OK  73126-8800.

SUCCESSOR INTERESTS.   The terms of this Note shall be binding upon Borrower,
and upon Borrower's heirs, personal representatives, successors and assigns, and
shall inure to the benefit of Lender and its successors and assigns.

NOTIFY US OF INACCURATE INFORMATION WE REPORT TO CONSUMER REPORTING AGENCIES.
Please notify us if we report any inaccurate information about your account(s)
to a consumer reporting agency. Your written notice describing the specific
inaccuracy(ies) should be sent to us at the following address:  Bank of
Oklahoma, N.A., P.O. Box 2864, Tulsa, OK  74101-2864.

GENERAL PROVISIONS.   Lender may delay or forgo enforcing any of its rights or
remedies under this Note without losing them. Borrower and any other person who
signs, guarantees or endorses this Note, to the extent allowed by law, waive
presentment, demand for payment, and notice of dishonor. Upon any change in the
terms of this Note, and unless otherwise expressly stated in writing, no party
who signs this Note, or extend (repeatedly and for any length of time) this loan
or release any party or guarantor or collateral; or impair, fail to realize upon
or perfect Lender's security interest in the collateral; and take any other
action deemed necessary by Lender without the consent of or notice to anyone.
All such parties also agree that Lender may modify this loan without the consent
of or notice to anyone other than the party with whom the medication is made.
The obligations under this Note are joint and several.

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS, BORROWER AGREES TO
THE TERMS OF THE NOTE.

BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.

BORROWER:


ARENA RESOURCES, INC.

By:  /s/  Stanley M. McCabe
-----------------------------------------
Stanley M. McCabe, Secretary/Treasurer of
Arena Resources, Inc.