<SEC-DOCUMENT>0001181431-12-025397.txt : 20120424
<SEC-HEADER>0001181431-12-025397.hdr.sgml : 20120424
<ACCEPTANCE-DATETIME>20120424194349
ACCESSION NUMBER:		0001181431-12-025397
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		6
CONFORMED PERIOD OF REPORT:	20120424
FILED AS OF DATE:		20120424
DATE AS OF CHANGE:		20120424

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Midstates Petroleum Company, Inc.
		CENTRAL INDEX KEY:			0001533924
		STANDARD INDUSTRIAL CLASSIFICATION:	CRUDE PETROLEUM & NATURAL GAS [1311]
		IRS NUMBER:				453691816
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	BUSINESS ADDRESS:	
		STREET 1:		4400 POST OAK PARKWAY, SUITE 1900
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77027
		BUSINESS PHONE:		713-595-9400

	MAIL ADDRESS:	
		STREET 1:		4400 POST OAK PARKWAY, SUITE 1900
		CITY:			HOUSTON
		STATE:			TX
		ZIP:			77027

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			MACAULAY WILLIAM E
		CENTRAL INDEX KEY:			0000908428

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-35512
		FILM NUMBER:		12777361

	MAIL ADDRESS:	
		STREET 1:		ONE LAFAYETTE PLACE
		STREET 2:		THIRD FLOOR
		CITY:			GREENWICH
		STATE:			CT
		ZIP:			06830

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			FR Midstates Interholding, LP
		CENTRAL INDEX KEY:			0001543224
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-35512
		FILM NUMBER:		12777365

	BUSINESS ADDRESS:	
		STREET 1:		ONE LAFAYETTE PLACE
		STREET 2:		THIRD FLOOR
		CITY:			GREENWICH
		STATE:			CT
		ZIP:			06830
		BUSINESS PHONE:		(203)661-6601

	MAIL ADDRESS:	
		STREET 1:		ONE LAFAYETTE PLACE
		STREET 2:		THIRD FLOOR
		CITY:			GREENWICH
		STATE:			CT
		ZIP:			06830

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			FR XII Alternative GP, L.L.C.
		CENTRAL INDEX KEY:			0001543226
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-35512
		FILM NUMBER:		12777362

	BUSINESS ADDRESS:	
		STREET 1:		ONE LAFAYETTE PLACE
		STREET 2:		THIRD FLOOR
		CITY:			GREENWICH
		STATE:			CT
		ZIP:			06830
		BUSINESS PHONE:		(203)661-6601

	MAIL ADDRESS:	
		STREET 1:		ONE LAFAYETTE PLACE
		STREET 2:		THIRD FLOOR
		CITY:			GREENWICH
		STATE:			CT
		ZIP:			06830

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			First Reserve GP XII, LP
		CENTRAL INDEX KEY:			0001544730
		STATE OF INCORPORATION:			E9
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-35512
		FILM NUMBER:		12777363

	BUSINESS ADDRESS:	
		STREET 1:		ONE LAFAYETTE PLACE
		STREET 2:		THIRD FLOOR
		CITY:			GREENWICH
		STATE:			CT
		ZIP:			06830
		BUSINESS PHONE:		203-625-2591

	MAIL ADDRESS:	
		STREET 1:		ONE LAFAYETTE PLACE
		STREET 2:		THIRD FLOOR
		CITY:			GREENWICH
		STATE:			CT
		ZIP:			06830

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			First Reserve GP XII Ltd
		CENTRAL INDEX KEY:			0001544731
		STATE OF INCORPORATION:			E9
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-35512
		FILM NUMBER:		12777364

	BUSINESS ADDRESS:	
		STREET 1:		ONE LAFAYETTE PLACE
		STREET 2:		THIRD FLOOR
		CITY:			GREENWICH
		STATE:			CT
		ZIP:			06830
		BUSINESS PHONE:		203-625-2591

	MAIL ADDRESS:	
		STREET 1:		ONE LAFAYETTE PLACE
		STREET 2:		THIRD FLOOR
		CITY:			GREENWICH
		STATE:			CT
		ZIP:			06830
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>rrd342753.xml
<DESCRIPTION>FORM 3
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0205</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2012-04-24</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001533924</issuerCik>
        <issuerName>Midstates Petroleum Company, Inc.</issuerName>
        <issuerTradingSymbol>MPO</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001544731</rptOwnerCik>
            <rptOwnerName>First Reserve GP XII Ltd</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>ONE LAFAYETTE PLACE, THIRD FLOOR</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>GREENWICH</rptOwnerCity>
            <rptOwnerState>CT</rptOwnerState>
            <rptOwnerZipCode>06830</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001544730</rptOwnerCik>
            <rptOwnerName>First Reserve GP XII, LP</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>ONE LAFAYETTE PLACE, THIRD FLOOR</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>GREENWICH</rptOwnerCity>
            <rptOwnerState>CT</rptOwnerState>
            <rptOwnerZipCode>06830</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001543226</rptOwnerCik>
            <rptOwnerName>FR XII Alternative GP, L.L.C.</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>ONE LAFAYETTE PLACE, THIRD FLOOR</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>GREENWICH</rptOwnerCity>
            <rptOwnerState>CT</rptOwnerState>
            <rptOwnerZipCode>06830</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001543224</rptOwnerCik>
            <rptOwnerName>FR Midstates Interholding, LP</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>ONE LAFAYETTE PLACE, THIRD FLOOR</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>GREENWICH</rptOwnerCity>
            <rptOwnerState>CT</rptOwnerState>
            <rptOwnerZipCode>06830</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0000908428</rptOwnerCik>
            <rptOwnerName>MACAULAY WILLIAM E</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>ONE LAFAYETTE PLACE, THIRD FLOOR</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>GREENWICH</rptOwnerCity>
            <rptOwnerState>CT</rptOwnerState>
            <rptOwnerZipCode>06830</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common Stock</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>36550121</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>See Footnotes</value>
                    <footnoteId id="F1"/>
                    <footnoteId id="F2"/>
                    <footnoteId id="F3"/>
                    <footnoteId id="F4"/>
                </natureOfOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
    </nonDerivativeTable>

    <footnotes>
        <footnote id="F1">These securities are directly held by FR Midstates Interholding, L.P. (&quot;Interholding&quot;).</footnote>
        <footnote id="F2">This form is filed jointly by First Reserve GP XII Limited (&quot;GP XII Limited&quot;), First Reserve GP XII, L.P. (&quot;GP XII&quot;), FR XII Alternative GP, LLC (&quot;XII Alternative&quot;), Interholding and William E. Macaulay.</footnote>
        <footnote id="F3">GP XII Limited is the general partner of GP XII, which is the managing member of XII Alternative, which is the general partner of Interholding.  Mr. Macaulay is a director of the board of directors of GP XII Limited (the &quot;Board&quot;) and has the right to appoint the majority of the directors of the Board.</footnote>
        <footnote id="F4">The reporting persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting persons are the beneficial owners of the reported securities for purposes of Section 16 or for any other purpose.</footnote>
    </footnotes>

    <ownerSignature>
        <signatureName>/s/ First Reserve GP XII Limited, by John P. Foley, as attorney-in-fact</signatureName>
        <signatureDate>2012-04-24</signatureDate>
    </ownerSignature>

    <ownerSignature>
        <signatureName>/s/ First Reserve GP XII, L.P., by John P. Foley, as attorney-in-fact</signatureName>
        <signatureDate>2012-04-24</signatureDate>
    </ownerSignature>

    <ownerSignature>
        <signatureName>/s/ FR XII Alternative GP, LLC, by John P. Foley, as attorney-in-fact</signatureName>
        <signatureDate>2012-04-24</signatureDate>
    </ownerSignature>

    <ownerSignature>
        <signatureName>/s/ FR Midstates Interholding, L.P., by John P. Foley, as attorney-in-fact</signatureName>
        <signatureDate>2012-04-24</signatureDate>
    </ownerSignature>

    <ownerSignature>
        <signatureName>/s/ William E. Macaulay, by John P. Foley, as attorney-in-fact</signatureName>
        <signatureDate>2012-04-24</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.1
<SEQUENCE>2
<FILENAME>rrd307412_346991.htm
<DESCRIPTION>POWER OF ATTORNEY
<TEXT>
<HTML>
<HEAD>
<TITLE>
rrd307412_346991.html
</TITLE>
</HEAD>
<BODY>
<PRE>
                                                                    Exhibit 24.1

                               POWER OF ATTORNEY
                        FOR EXECUTING FORMS 3, 4 AND 5,
                       FORM 144 AND SCHEDULE 13D AND 13G

The undersigned  hereby constitutes  and appoints  each of  the Chief  Financial
Officer, Corporate Counsel and  Secretary and Controller of  Midstates Petroleum
Company,  Inc.  (the  "Company"),  with  full  power  of  substitution,  as  the
undersigned's true and lawful attorneys-in-fact to:

     (1) Execute for and  on behalf of the  undersigned (a) any Form  3, Form  4
     and Form 5 (including amendments thereto) in accordance with Section  16(a)
     of the Securities  Exchange Act of  1934, as amended  (the "Exchange Act"),
     (b) Form 144  and (c) Schedule  13D and Schedule  13G (including amendments
     thereto) in accordance with Sections  13(d) and 13(g) of the  Exchange Act,
     but only to the extent each  form or schedule relates to the  undersigned's
     beneficial  ownership  of  securities  of   the  Company  or  any  of   its
     subsidiaries;

     (2) Do and perform  any and all acts  for and on behalf  of the undersigned
     that may be necessary or desirable to complete and execute any Form 3, Form
     4, Form 5, Form 144, Schedule Act 13D or Schedule 13G (including amendments
     thereto) and  timely file  the forms  or schedules  with the Securities and
     Exchange  Commission  and  any stock  exchange  or  quotation system,  self
     -regulatory  association or  any other  authority, and  provide a  copy as
     required by law or advisable to such persons as the attorney-in-fact  deems
     appropriate; and

     (3) Take any  other action in  connection with the  foregoing that, in  the
     opinion of the attorney-in-fact, may be of benefit to, in the best interest
     of or  legally required  of the  undersigned, it  being understood that the
     documents executed  by the  attorney-in-fact on  behalf of  the undersigned
     pursuant to this Power of Attorney  shall be in the form and  shall contain
     the  terms  and  conditions  as the  attorney-in-fact  may  approve  in the
     attorney-in-fact's  discretion.

The   undersigned  hereby   grants  to    the attorneys-in-fact  full power  and
authority to do and perform all and  every act requisite, necessary or proper to
be done  in the  exercise of  any of  the rights  and powers  herein granted, as
fully to  all intents  and purposes   as the  undersigned might  or could  do if
personally  present,  with full  power  of substitution  or  revocation,  hereby
ratifying and  confirming all that   the attorneys-in-fact shall lawfully do  or
cause  to be done by virtue of  this Power  of  Attorney  and  the  rights   and
powers  granted   herein.    The  undersigned acknowledges   that the  attorneys
-in-fact, in  serving in  such capacity at the request  of the undersigned,  are
not  assuming  (nor  is   the   Company  assuming)  any  of  the   undersigned's
responsibilities to comply  with Section 16 of the Exchange Act.

The  undersigned  agrees  that  the  attorneys-in-fact  may  rely  entirely   on
information  furnished  orally or  in  writing by  or  at the  direction  of the
undersigned to the attorneys-in-fact.  The undersigned also agrees to  indemnify
and hold  harmless the  Company. and  the attorneys-in-fact  against any losses,
claims, damages or liabilities (or actions in these respects) that arise out  of
or are based upon any untrue  statements or omissions of necessary facts  in the
information provided by or at the direction of the undersigned, or upon the lack
of timeliness  in the  delivery of  information by  or at  the direction  of the
undersigned, to the attorneys-in fact for purposes of executing,  acknowledging,
delivering  or filing  a Form  3, Form  4, Form  5, Form  144, Schedule  13D or
Schedule 13G (including amendments thereto) and agrees to reimburse the  Company
and the attorneys-in-fact on demand  for any legal or other  expenses reasonably
incurred in connection  with investigating or  defending against any  such loss,
claim, damage, liability or action.

This  Power  of  Attorney  shall  remain in  full  force  and  effect  until the
undersigned is  no longer  required to  file Form  3, Form  4, Form 5, Form 144,
Schedule 13D and Schedule 13G (including amendments thereto) with respect to the
undersigned's holdings of and transactions in securities issued by the  Company,
unless earlier revoked by the undersigned  in a signed writing delivered to  the
attorneys-in-fact.  This Power  of Attorney does  not revoke any  other power of
attorney that the undersigned has previously granted.

IN WITNESS  WHEREOF, the  undersigned has  caused this  Power of  Attorney to be
executed as of the date written below.

First Reserve GP XII Limited

By:     /s/ Anne E. Gold
        -----------------------------------
Name:   Anne E. Gold
Title:  Chief Compliance Officer, Secretary
Date:   March 14, 2012

</PRE>
</BODY>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.2
<SEQUENCE>3
<FILENAME>rrd307412_346992.htm
<DESCRIPTION>POWER OF ATTORNEY
<TEXT>
<HTML>
<HEAD>
<TITLE>
rrd307412_346992.html
</TITLE>
</HEAD>
<BODY>
<PRE>
                                                                    Exhibit 24.2

                               POWER OF ATTORNEY
                        FOR EXECUTING FORMS 3, 4 AND 5,
                       FORM 144 AND SCHEDULE 13D AND 13G

The undersigned  hereby constitutes  and appoints  each of  the Chief  Financial
Officer, Corporate Counsel and  Secretary and Controller of  Midstates Petroleum
Company,  Inc.  (the  "Company"),  with  full  power  of  substitution,  as  the
undersigned's true and lawful attorneys-in-fact to:

     (1) Execute for and on behalf of the undersigned (a) any Form 3, Form 4 and
     Form 5 (including amendments thereto)  in accordance with Section 16(a)  of
     the Securities Exchange Act of  1934, as amended (the "Exchange  Act"), (b)
     Form  144  and (c)  Schedule  13D and  Schedule  13G (including  amendments
     thereto) in accordance with Sections  13(d) and 13(g) of the  Exchange Act,
     but only to the extent each  form or schedule relates to the  undersigned's
     beneficial  ownership  of  securities  of   the  Company  or  any  of   its
     subsidiaries;

     (2) Do and perform  any and all acts  for and on behalf  of the undersigned
     that may be necessary or desirable to complete and execute any Form 3, Form
     4, Form 5, Form 144, Schedule Act 13D or Schedule 13G (including amendments
     thereto) and  timely file  the forms  or schedules  with the Securities and
     Exchange  Commission  and  any stock  exchange  or  quotation system,  self
     -regulatory  association or  any other  authority, and  provide a  copy as
     required by law or advisable to such persons as the attorney-in-fact  deems
     appropriate; and

     (3) Take any  other action in  connection with the  foregoing that, in  the
     opinion of the attorney-in-fact, may be of benefit to, in the best interest
     of or  legally required  of the  undersigned, it  being understood that the
     documents executed  by the  attorney-in-fact on  behalf of  the undersigned
     pursuant to this Power of Attorney  shall be in the form and  shall contain
     the  terms  and  conditions  as the  attorney-in-fact  may  approve  in the
     attorney-in-fact's discretion.

The undersigned hereby grants to the attorneys-in-fact full power and  authority
to do and perform all and every act requisite, necessary or proper to be done in
the exercise of  any of the  rights and powers  herein granted, as  fully to all
intents and purposes as the undersigned might or could do if personally present,
with full power of substitution  or revocation, hereby ratifying and  confirming
all that the attorneys-in-fact shall lawfully  do or cause to be done  by virtue
of  this  Power of  Attorney  and the  rights  and powers  granted  herein.  The
undersigned acknowledges that the attorneys-in-fact, in serving in such capacity
at  the  request  of the  undersigned,  are  not assuming  (nor  is  the Company
assuming) any of the undersigned's responsibilities to comply with Section 16 of
the Exchange Act.

The  undersigned  agrees  that  the  attorneys-in-fact  may  rely  entirely   on
information  furnished  orally or  in  writing by  or  at the  direction  of the
undersigned to the attorneys-in-fact.  The undersigned also agrees to  indemnify
and hold  harmless the  Company. and  the attorneys-in-fact  against any losses,
claims, damages or liabilities (or actions in these respects) that arise out  of
or are based upon any untrue  statements or omissions of necessary facts  in the
information provided by or at the direction of the undersigned, or upon the lack
of timeliness  in the  delivery of  information by  or at  the direction  of the
undersigned, to the attorneys-in fact for purposes of executing,  acknowledging,
delivering  or filing  a Form  3, Form  4, Form  5, Form  144, Schedule  13D or
Schedule 13G (including amendments thereto) and agrees to reimburse the  Company
and the attorneys-in-fact on demand  for any legal or other  expenses reasonably
incurred in connection  with investigating or  defending against any  such loss,
claim, damage, liability or action.

This  Power  of  Attorney  shall  remain in  full  force  and  effect  until the
undersigned is  no longer  required to  file Form  3, Form  4, Form 5, Form 144,
Schedule 13D and Schedule 13G (including amendments thereto) with respect to the
undersigned's holdings of and transactions in securities issued by the  Company,
unless earlier revoked by the undersigned  in a signed writing delivered to  the
attorneys-in-fact.  This Power  of Attorney does  not revoke any  other power of
attorney that the undersigned has previously granted.

IN WITNESS  WHEREOF, the  undersigned has  caused this  Power of  Attorney to be
executed as of the date written below.

First Reserve GP XII, L.P.

By:     First Reserve GP XII Limited, its general partner

By:     /s/ Anne E. Gold
        -----------------------------------
Name:   Anne E. Gold
Title:  Chief Compliance Officer, Secretary
Date:   March 14, 2012

</PRE>
</BODY>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.3
<SEQUENCE>4
<FILENAME>rrd307412_346993.htm
<DESCRIPTION>POWER OF ATTORNEY
<TEXT>
<HTML>
<HEAD>
<TITLE>
rrd307412_346993.html
</TITLE>
</HEAD>
<BODY>
<PRE>
                                                                    Exhibit 24.3

                               POWER OF ATTORNEY
                        FOR EXECUTING FORMS 3, 4 AND 5,
                       FORM 144 AND SCHEDULE 13D AND 13G

The undersigned  hereby constitutes  and appoints  each of  the Chief  Financial
Officer, Corporate Counsel and  Secretary and Controller of  Midstates Petroleum
Company,  Inc.  (the  "Company"),  with  full  power  of  substitution,  as  the
undersigned's true and lawful attorneys-in-fact to:

     (1) Execute for and on behalf of the undersigned (a) any Form 3, Form 4 and
     Form 5 (including amendments thereto)  in accordance with Section 16(a)  of
     the Securities Exchange Act of  1934, as amended (the "Exchange  Act"), (b)
     Form  144  and (c)  Schedule  13D and  Schedule  13G (including  amendments
     thereto) in accordance with Sections  13(d) and 13(g) of the  Exchange Act,
     but only to the extent each  form or schedule relates to the  undersigned's
     beneficial  ownership  of  securities  of   the  Company  or  any  of   its
     subsidiaries;

     (2) Do and perform  any and all acts  for and on behalf  of the undersigned
     that may be necessary or desirable to complete and execute any Form 3, Form
     4, Form 5, Form 144, Schedule Act 13D or Schedule 13G (including amendments
     thereto) and  timely file  the forms  or schedules  with the Securities and
     Exchange  Commission  and  any stock  exchange  or  quotation system,  self
     -regulatory  association or  any other  authority, and  provide a  copy as
     required by law or advisable to such persons as the attorney-in-fact  deems
     appropriate; and

     (3) Take any  other action in  connection with the  foregoing that, in  the
     opinion of the attorney-in-fact, may be of benefit to, in the best interest
     of or  legally required  of the  undersigned, it  being understood that the
     documents executed  by the  attorney-in-fact on  behalf of  the undersigned
     pursuant to this Power of Attorney  shall be in the form and  shall contain
     the  terms  and  conditions  as the  attorney-in-fact  may  approve  in the
     attorney-in-fact's discretion.

The undersigned hereby grants to the attorneys-in-fact full power and  authority
to do and perform all and every act requisite, necessary or proper to be done in
the exercise of  any of the  rights and powers  herein granted, as  fully to all
intents and purposes as the undersigned might or could do if personally present,
with full power of substitution  or revocation, hereby ratifying and  confirming
all that the attorneys-in-fact shall lawfully  do or cause to be done  by virtue
of  this  Power of  Attorney  and the  rights  and powers  granted  herein.  The
undersigned acknowledges that the attorneys-in-fact, in serving in such capacity
at  the  request  of the  undersigned,  are  not assuming  (nor  is  the Company
assuming) any of the undersigned's responsibilities to comply with Section 16 of
the Exchange Act.

The  undersigned  agrees  that  the  attorneys-in-fact  may  rely  entirely   on
information  furnished  orally or  in  writing by  or  at the  direction  of the
undersigned to the attorneys-in-fact.  The undersigned also agrees to  indemnify
and hold  harmless the  Company. and  the attorneys-in-fact  against any losses,
claims, damages or liabilities (or actions in these respects) that arise out  of
or are based upon any untrue  statements or omissions of necessary facts  in the
information provided by or at the direction of the undersigned, or upon the lack
of timeliness  in the  delivery of  information by  or at  the direction  of the
undersigned, to the attorneys-in fact for purposes of executing,  acknowledging,
delivering  or filing  a Form  3, Form  4, Form  5, Form  144, Schedule  13D or
Schedule 13G (including amendments thereto) and agrees to reimburse the  Company
and the attorneys-in-fact on demand  for any legal or other  expenses reasonably
incurred in connection  with investigating or  defending against any  such loss,
claim, damage, liability or action.

This  Power  of  Attorney  shall  remain in  full  force  and  effect  until the
undersigned is  no longer  required to  file Form  3, Form  4, Form 5, Form 144,
Schedule 13D and Schedule 13G (including amendments thereto) with respect to the
undersigned's holdings of and transactions in securities issued by the  Company,
unless earlier revoked by the undersigned  in a signed writing delivered to  the
attorneys-in-fact.  This Power  of Attorney does  not revoke any  other power of
attorney that the undersigned has previously granted.

IN WITNESS  WHEREOF, the  undersigned has  caused this  Power of  Attorney to be
executed as of the date written below.

FR XII Alternative GP, L.L.C.

By:     First Reserve GP XII, L.P., its managing member
By:     First Reserve GP XII Limited, its general partner

By:     /s/ Anne E. Gold
        -----------------------------------
Name:   Anne E. Gold
Title:  Chief Compliance Officer, Secretary
Date:   March 14, 2012

</PRE>
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</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.4
<SEQUENCE>5
<FILENAME>rrd307412_346994.htm
<DESCRIPTION>POWER OF ATTORNEY
<TEXT>
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rrd307412_346994.html
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<PRE>
                                                                    Exhibit 24.4

                               POWER OF ATTORNEY
                        FOR EXECUTING FORMS 3, 4 AND 5,
                       FORM 144 AND SCHEDULE 13D AND 13G

The undersigned  hereby constitutes  and appoints  each of  the Chief  Financial
Officer, Corporate Counsel and  Secretary and Controller of  Midstates Petroleum
Company,  Inc.  (the  "Company"),  with  full  power  of  substitution,  as  the
undersigned's true and lawful attorneys-in-fact to:

     (1) Execute for and on behalf of the undersigned (a) any Form 3, Form 4 and
     Form 5 (including amendments thereto)  in accordance with Section 16(a)  of
     the Securities Exchange Act of  1934, as amended (the "Exchange  Act"), (b)
     Form  144  and (c)  Schedule  13D and  Schedule  13G (including  amendments
     thereto) in accordance with Sections  13(d) and 13(g) of the  Exchange Act,
     but only to the extent each  form or schedule relates to the  undersigned's
     beneficial  ownership  of  securities  of   the  Company  or  any  of   its
     subsidiaries;

     (2) Do and perform  any and all acts  for and on behalf  of the undersigned
     that may be necessary or desirable to complete and execute any Form 3, Form
     4, Form 5, Form 144, Schedule Act 13D or Schedule 13G (including amendments
     thereto) and  timely file  the forms  or schedules  with the Securities and
     Exchange  Commission  and  any stock  exchange  or  quotation system,  self
     -regulatory  association or  any other  authority, and  provide a  copy as
     required by law or advisable to such persons as the attorney-in-fact  deems
     appropriate; and

     (3) Take any  other action in  connection with the  foregoing that, in  the
     opinion of the attorney-in-fact, may be of benefit to, in the best interest
     of or  legally required  of the  undersigned, it  being understood that the
     documents executed  by the  attorney-in-fact on  behalf of  the undersigned
     pursuant to this Power of Attorney  shall be in the form and  shall contain
     the  terms  and  conditions  as the  attorney-in-fact  may  approve  in the
     attorney-in-fact's discretion.

The undersigned hereby grants to the attorneys-in-fact full power and  authority
to do and perform all and every act requisite, necessary or proper to be done in
the exercise of  any of the  rights and powers  herein granted, as  fully to all
intents and purposes as the undersigned might or could do if personally present,
with full power of substitution  or revocation, hereby ratifying and  confirming
all that the attorneys-in-fact shall lawfully  do or cause to be done  by virtue
of  this  Power of  Attorney  and the  rights  and powers  granted  herein.  The
undersigned acknowledges that the attorneys-in-fact, in serving in such capacity
at  the  request  of the  undersigned,  are  not assuming  (nor  is  the Company
assuming) any of the undersigned's responsibilities to comply with Section 16 of
the Exchange Act.

The  undersigned  agrees  that  the  attorneys-in-fact  may  rely  entirely   on
information  furnished  orally or  in  writing by  or  at the  direction  of the
undersigned to the attorneys-in-fact.  The undersigned also agrees to  indemnify
and hold  harmless the  Company. and  the attorneys-in-fact  against any losses,
claims, damages or liabilities (or actions in these respects) that arise out  of
or are based upon any untrue  statements or omissions of necessary facts  in the
information provided by or at the direction of the undersigned, or upon the lack
of timeliness  in the  delivery of  information by  or at  the direction  of the
undersigned, to the attorneys-in fact for purposes of executing,  acknowledging,
delivering  or filing  a Form  3, Form  4, Form  5, Form  144, Schedule  13D or
Schedule 13G (including amendments thereto) and agrees to reimburse the  Company
and the attorneys-in-fact on demand  for any legal or other  expenses reasonably
incurred in connection  with investigating or  defending against any  such loss,
claim, damage, liability or action.

This  Power  of  Attorney  shall  remain in  full  force  and  effect  until the
undersigned is  no longer  required to  file Form  3, Form  4, Form 5, Form 144,
Schedule 13D and Schedule 13G (including amendments thereto) with respect to the
undersigned's holdings of and transactions in securities issued by the  Company,
unless earlier revoked by the undersigned  in a signed writing delivered to  the
attorneys-in-fact.  This Power  of Attorney does  not revoke any  other power of
attorney that the undersigned has previously granted.

IN WITNESS  WHEREOF, the  undersigned has  caused this  Power of  Attorney to be
executed as of the date written below.

FR Midstates Interholding, LP

By:     FR XII Alternative GP, L.L.C., its general partner
By:     First Reserve GP XII, L.P., its managing member
By:     First Reserve GP XII Limited, its general partner

By:     /s/ Anne E. Gold
        -----------------------------------
Name:   Anne E. Gold
Title:  Chief Compliance Officer, Secretary
Date:   March 14, 2012

</PRE>
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</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.5
<SEQUENCE>6
<FILENAME>rrd307412_346995.htm
<DESCRIPTION>POWER OF ATTORNEY
<TEXT>
<HTML>
<HEAD>
<TITLE>
rrd307412_346995.html
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<PRE>
                                                                    Exhibit 24.5

                               POWER OF ATTORNEY
                        FOR EXECUTING FORMS 3, 4 AND 5,
                       FORM 144 AND SCHEDULE 13D AND 13G

The undersigned  hereby constitutes  and appoints  each of  the Chief  Financial
Officer, Corporate Counsel and  Secretary and Controller of  Midstates Petroleum
Company,  Inc.  (the  "Company"),  with  full  power  of  substitution,  as  the
undersigned's true and lawful attorneys-in-fact to:

     (1) Execute for  and on behalf  of the undersigned  (a) any Form  3, Form 4
     and Form 5 (including amendments thereto)  in accordance with Section 16(a)
     of the Securities  Exchange Act of  1934, as amended  (the "Exchange Act"),
     (b)  Form   144 and   (c)   Schedule  13D   and  Schedule  13G   (including
     amendments  thereto) in  accordance with Sections  13(d) and 13(g)   of the
     Exchange Act, but only  to the extent each form or schedule relates to  the
     undersigned's beneficial  ownership of securities of the Company or any  of
     its subsidiaries;

     (2) Do and perform any  and all acts for and  on behalf of the  undersigned
     that may be  necessary or desirable  to complete  and  execute any Form  3,
     Form 4,   Form 5,  Form 144,  Schedule Act  13D or  Schedule 13G (including
     amendments  thereto)  and timely  file  the forms  or   schedules with  the
     Securities and  Exchange  Commission and any  stock exchange or   quotation
     system, self-regulatory association or   any other authority,  and  provide
     a copy  as required  by law   or advisable to such persons as  the attorney
     -in-fact deems appropriate; and

     (3) Take any   other action  in  connection  with the   foregoing that,  in
     the opinion of   the attorney-in-fact,   may be   of benefit   to, in   the
     best  interest of   or legally  required  of  the  undersigned,  it  being
     understood  that  the    documents executed   by  the   attorney-in-fact on
     behalf of  the undersigned pursuant  to this Power  of  Attorney  shall  be
     in  the   form  and  shall  contain   the  terms  and  conditions  as   the
     attorney-in-fact may  approve  in  the  attorney-in-fact's discretion.

The undersigned hereby grants to the attorneys-in-fact full power and  authority
to do and perform all and every act requisite, necessary or proper to be done in
the exercise of  any of the  rights and powers  herein granted, as  fully to all
intents and purposes as the undersigned might or could do if personally present,
with full power of substitution  or revocation, hereby ratifying and  confirming
all that the attorneys-in-fact shall lawfully  do or cause to be done  by virtue
of  this  Power of  Attorney  and the  rights  and powers  granted  herein.  The
undersigned acknowledges that the attorneys-in-fact, in serving in such capacity
at  the  request  of the  undersigned,  are  not assuming  (nor  is  the Company
assuming) any of the undersigned's responsibilities to comply with Section 16 of
the Exchange Act.

The  undersigned  agrees  that  the  attorneys-in-fact  may  rely  entirely   on
information  furnished  orally or  in  writing by  or  at the  direction  of the
undersigned to the attorneys-in-fact.  The undersigned also agrees to  indemnify
and hold  harmless the  Company. and  the attorneys-in-fact  against any losses,
claims, damages or liabilities (or actions in these respects) that arise out  of
or are based upon any untrue  statements or omissions of necessary facts  in the
information provided by or at the direction of the undersigned, or upon the lack
of timeliness  in the  delivery of  information by  or at  the direction  of the
undersigned, to the attorneys-in fact for purposes of executing,  acknowledging,
delivering  or filing  a Form  3, Form  4, Form  5, Form  144, Schedule  13D or
Schedule 13G (including amendments thereto) and agrees to reimburse the  Company
and the attorneys-in-fact on demand  for any legal or other  expenses reasonably
incurred in connection  with investigating or  defending against any  such loss,
claim, damage, liability or action.

This  Power  of  Attorney  shall  remain in  full  force  and  effect  until the
undersigned is  no longer  required to  file Form  3, Form  4, Form 5, Form 144,
Schedule 13D and Schedule 13G (including amendments thereto) with respect to the
undersigned's holdings of and transactions in securities issued by the  Company,
unless earlier revoked by the undersigned  in a signed writing delivered to  the
attorneys-in-fact.  This Power  of Attorney does  not revoke any  other power of
attorney that the undersigned has previously granted.

IN WITNESS  WHEREOF, the  undersigned has  caused this  Power of  Attorney to be
executed as of the date written below.

William E. Macaulay

/s/ William E. Macaulay
---------------------------------
Date:   March 14, 2012




</PRE>
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