UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-QSB

[X]       Quarterly  Report  Pursuant to Section 13 or 15 (d) of the  Securities
          Exchange Act of 1934 For the Period Ended June 30, 2007

                                       or

[ ]       Transition  Report  Pursuant to Section 13 or 15 (d) of the Securities
          Exchange Act of 1934 For the Transition Period From _______to_______.


                        Commission file number 000-22847

                              AMEN Properties, Inc.
        (Exact Name of Small Business Issuer as Specified in Its Charter)


            Delaware                                       54-1831588
        ----------------                                 ---------------
(State or Other Jurisdiction of                         (I.R.S. Employer
 Incorporation or Organization)                         Identification No.)


                         303 W. Wall Street, Suite 2300
                                Midland, TX 79701
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)


                                 (432-684-3821)
--------------------------------------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)


--------------------------------------------------------------------------------
              (Former Name, Former Address and Former Fiscal Year,
                         if Changed Since Last Report)


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter periods that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.
Yes     | X |        No   |   |

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes     |   |        No   | X |

                Applicable Only to Issuers Involved in Bankruptcy
                   Proceedings During the Preceding Five Years

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.
Yes     |   |        No   |   |

                      Applicable Only to Corporate Issuers

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practical date: Common Stock, $.01 Par Value: 2,290,589
shares outstanding as of August 4, 2007.

Transitional Small Business Disclosure Format (check one):
Yes     | X |        No   |   |

<PAGE>
<TABLE>
<CAPTION>
<S>                                          <C> <C>                                              <C>
                                      INDEX

Part I.   FINANCIAL INFORMATION                                                                PAGE

Item 1.   Consolidated Financial Statements

          Consolidated Balance Sheet at June 30, 2007 (Unaudited)                                 1

          Consolidated Statements of Income--for the three and six months ended
          June 30, 2007 and 2006 (Unaudited)                                                      2

          Consolidated Statements of Cash Flows-- for the six months ended
          June 30, 2007 and 2006 (Unaudited)                                                      3

          Notes to Consolidated Financial Statements (Unaudited)                                  4

Item 2.   Management's Discussion and Analysis or Plan of Operation                              18

Item 3.   Controls and Procedures                                                                22

Part II.  OTHER INFORMATION

Item 1.   Legal Proceedings                                                                      24

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds                            24

Item 3    Defaults Upon Senior Securities                                                        24

Item 4    Submission of Matters to a Vote of Security Holders                                    24

Item 5    Other Information                                                                      25

Item 6    Exhibits                                                                               25

Signatures                                                                                       29

Exhibits

          11.   Computation of Earnings Per Share
          31.1  Certification of Chief Executive Officer.
          31.2  Certification of Chief Financial Officer.
          32.1  Certification of Chief Executive Officer Pursuant to 18 USC ss. 1350.
          32.2  Certification of Chief Financial Officer Pursuant to 18 USC ss. 1350.
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
<S>                                                                                 <C>
                     AMEN Properties, Inc. and Subsidiaries
                           CONSOLIDATED BALANCE SHEET
                                  June 30, 2007
                                   (Unaudited)

                            ASSETS

CURRENT ASSETS
 Cash and Cash Equivalents (notes A3 and E)                    $      3,385,335
 Accounts Receivable, net of Allowance of $8,153 (note A6)            1,633,511
 Other Current Assets                                                   300,878
                                                                ----------------
     Total Current Assets                                                           $      5,319,724

RESTRICTED CASH EQUIVALENTS (note E)                                                       2,197,000

PROPERTY and EQUIPMENT (note F)                                                              168,729

INVESTMENT IN REAL ESTATE (notes C and G)                                                  2,281,395

ROYALTY INTERESTS, at cost net of Accumulated Depletion
(note H)                                                                                     127,975

LONG-TERM INVESTMENTS (note I)                                                             2,688,325

OTHER ASSETS
 Goodwill (see Note B)                                                2,916,085
 Deposits and Other Assets                                               94,989
                                                                ----------------
     Total Other Assets                                                                    3,011,074
                                                                                     ---------------

        TOTAL ASSETS                                                                $     15,794,222
                                                                                     ===============

             LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
 Accounts Payable                                              $        835,033
 Investment Margin Account Payable (note I)                           1,279,847
 Accrued Liabilities (note J)                                           888,540
 Current Portion of Non-Related Party Long-Term Obligations
  (note L)                                                              111,031
 Current Portion of Related Party Long-Term Obligations
(note L)                                                                246,462
 Accrued Interest Payable
 Deferred Revenue (note A13)                                            218,686
                                                                ----------------
     Total Current Liabilities                                                      $      3,579,599

LONG-TERM OBLIGATIONS
 Non-Related Party (note L)                                             789,340
 Related Parties (notes L and M)                                      1,752,138
                                                                ----------------
     Total Long-Term Obligations                                                           2,541,478

MINORITY INTEREST (note A15)                                                                  22,553

COMMITMENTS and CONTINGENCIES (note N)                                                            --

STOCKHOLDERS' EQUITY (note O)
 Convertible Preferred Stock - $0.001 Par Value - 5,000,000
  shares authorized
   80,000 Series "A" Shares Issued and Outstanding, convertible
    into a total of 616,447 shares of common stock (note A16)                80
   80,000 Series "B" Shares Issued and Outstanding, convertible
    into a total of 233,317 shares of common stock (note A16)                80
   125,000 Series "C" Shares Issued and Outstanding,
    convertible into a total of 500,000 shares of common stock
    (note A16)                                                              125
 Common Stock - $0.01 Par Value - 20,000,000 shares authorized
   2,290,589 Shares Issued and Outstanding                               22,907
 Additional Paid-In Capital                                          44,970,100
 Accumulated Deficit                                                (35,341,403)
 Accumulated Other Comprehensive Income (Loss)                           (1,297)
                                                                ----------------
     Total Stockholders' Equity                                                            9,650,592
                                                                                     ---------------

        TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                  $     15,794,222
                                                                                     ===============
</TABLE>
      The accompanying summary of accounting policies and footnotes are an
           integral part of these consolidated financial statements.

                                       1
<PAGE>
<TABLE>
<CAPTION>
<S>                                          <C>            <C>            <C>            <C>
                     AMEN Properties, Inc. and Subsidiaries
           CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
                                   (Unaudited)

                                               For the Three Months        For the Six Months Ended
                                                   Ended June 30,                   June 30,
                                             -------------------------     -------------------------
                                               2007           2006           2007           2006
                                             ----------     ----------     ----------     ----------
Operating Revenue (note A15):
 Rental Revenue (note C)                    $       --     $  832,969     $       --     $1,584,574
 Energy Management Fees (note B)             1,040,080        676,806      1,851,244        676,806
 Retail Electricity Revenue                  2,652,774      3,391,948      4,974,230      6,560,655
                                             ----------     ----------     ----------     ----------

     Total Operating Revenue                 3,692,854      4,901,723      6,825,474      8,822,035
                                             ----------     ----------     ----------     ----------

Operating Expenses:
 Cost of Goods and Services                  2,396,932      3,063,743      4,224,038      5,884,161
 Rental Property Operations                         --        542,797             --      1,021,183
 General and Administrative                    776,923        497,041      1,546,368        733,733
 Depreciation, Amortization and Depletion       15,411        105,059         29,520        207,335
 Corporate Tithing                              62,092             --        121,383             --
                                             ----------     ----------     ----------     ----------

     Total Operating Expenses                3,251,358      4,208,640      5,921,309      7,846,412
                                             ----------     ----------     ----------     ----------

Income from Operations                         441,496        693,083        904,165        975,623
                                             ----------     ----------     ----------     ----------

Other (Expense) Income
 Interest Income                                77,794         59,115        141,167        108,816
 Interest Expense                              (68,044)      (206,205)      (131,430)      (346,867)
 Equity Income From Real Estate Investment      39,558             --         72,719             --
 Other Income                                   17,627       (112,997)        29,833        (90,052)
                                             ----------     ----------     ----------     ----------

     Total Other (Expense) Income               66,935       (260,087)       112,289       (328,103)
                                             ----------     ----------     ----------     ----------

Income Before Income Taxes
and Minority Interest                          508,431        432,996      1,016,454        647,520

Income Taxes (note A12)                             --             --             --             --

Minority Interest                                   --        (34,839)           900        (56,709)
                                             ----------     ----------     ----------     ----------

NET INCOME                                  $  508,431     $  398,157     $1,017,354     $  590,811
                                             ==========     ==========     ==========     ==========

Net Income Per Common Share - Basic         $      .22     $      .18     $      .44     $      .27
                                             ==========     ==========     ==========     ==========

Net Income per Common Share - Diluted       $      .14     $      .11     $      .27     $      .16
                                             ==========     ==========     ==========     ==========

Weighted Average Number of Common Shares
 Outstanding - Basic                         2,290,589      2,246,084      2,290,589      2,226,260

Weighted Average Number of Common Shares
 Outstanding - Diluted                       3,728,547      3,667,016      3,728,547      3,647,192

Other Comprehensive Income:
 Net Income                                 $  508,431     $  398,157     $1,017,354     $  590,811
 Unrealized Gain / (Loss) on Investment         10,861             --         (1,298)            --
                                             ----------     ----------     ----------     ----------
 Comprehensive Income                       $  519,292     $  398,157     $1,016,056     $  590,811
                                             ==========     ==========     ==========     ==========
</TABLE>
      The accompanying summary of accounting policies and footnotes are an
           integral part of these consolidated financial statements.

                                       2
<PAGE>
<TABLE>
<CAPTION>
<S>                                                             <C>                 <C>
                     AMEN Properties, Inc. and Subsidiaries
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                        For the Six Months Ended June 30,
                                   (Unaudited)

                                                                      2007                2006
                                                                 ---------------     ---------------

Cash Flows from Operating Activities
 Net Income                                                     $     1,017,354     $       590,811
 Adjustments to Reconcile Net Income to Net Cash Provided By
  Operating Activities:
     Depreciation, Amortization and Depletion                            29,520             207,335
     Equity Income from Real Estate Investment                          (72,719)                 --
     Minority Interest                                                     (900)             56,709
 Changes in Operating Assets and Liabilities:
     Accounts Receivable                                               (229,567)            282,783
     Allowance for Doubtful Accounts                                    (30,588)             10,717
     Other Receivables                                                 (275,252)                 --
     Deposits and Other Assets                                          (33,932)           (144,317)
     Deferred Costs                                                          --              10,833
     Accounts Payable                                                   239,744             101,568
     Accrued and Other Liabilities                                      223,565            (351,657)
     Deferred Revenue                                                   187,901              (7,100)
                                                                 ---------------     ---------------

 Net Cash Provided By Operating Activities                            1,055,126             757,682
                                                                 ---------------     ---------------

Cash Flows from Investing Activities:
 Purchase of Property and Equipment                                     (50,405)            (55,780)
 Investment in Real Estate                                             (478,491)            283,152
 Increase in Restricted Cash Equivalents                                     --            (600,736)
 Increase in Long Term Investments                                   (1,347,425)                 --
 Repayments of Notes Receivable                                              --              50,000
                                                                 ---------------     ---------------

 Net Cash Used in Investing Activities                               (1,876,321)           (323,364)
                                                                 ---------------     ---------------

Cash Flows from Financing Activities:
 Repayments of Long-Term Obligations                                   (250,678)           (127,848)
 Net Proceeds from Exercised Warrants                                        --             337,495
 Minority Interest Distributions                                             --             (36,536)
                                                                 ---------------     ---------------

 Net Cash (Used In) Provided By Financing Activities                   (250,678)            173,111
                                                                 ---------------     ---------------

Net (Decrease) / Increase in Cash and Cash Equivalents               (1,071,873)            607,429
                                                                 ---------------     ---------------

Cash and Cash Equivalents at Beginning of Period                      4,457,208           2,104,428
                                                                 ---------------     ---------------

Cash and Cash Equivalents at End of Period                      $     3,385,335     $     2,711,857
                                                                 ===============     ===============

Non-Cash Investing and Financing Activities:
 Unrealized Loss on Marketable Securities                       $        (1,298)                 --
 Effective April 1, 2006 the Company acquired 100% of Priority
  Power Management and assumed a note payable to sellers                     --     $     3,230,051
 Long Term Investment Financed with Margin Account                    1,279,847
</TABLE>

      The accompanying summary of accounting policies and footnotes are an
           integral part of these consolidated financial statements.

                                       3
<PAGE>

                     AMEN Properties, Inc. and Subsidiaries
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
                                  June 30, 2007


NOTE A - DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     1.   Organization

     Effective October 2002, AMEN formed NEMA Properties, LLC ("NEMA"), a Nevada
     limited  liability  company;  AMEN Minerals,  LP  ("Minerals"),  a Delaware
     limited partnership; and AMEN Delaware, LP ("Delaware"), a Delaware limited
     partnership,  to pursue  acquisitions  as  authorized  by  stockholders  on
     September  19,  2002.  AMEN   Properties,   Inc.  and   Subsidiaries  is  a
     self-administered  and self-managed  Delaware  corporation.  Effective July
     2004, AMEN Properties,  Inc. and Subsidiaries and affiliates  (collectively
     referred to as the "Company")  formed W Power and Light, LP ("W Power"),  a
     Delaware limited partnership to enter into the retail electricity market in
     Texas.  Effective April 1, 2006, AMEN Properties  acquired 100% of Priority
     Power  Management,  Ltd. a Texas limited  partnership,  and Priority  Power
     Management,  Dallas,  Ltd.  a  Texas  limited  partnership,   (collectively
     referred to as "Priority  Power").  Priority Power is primarily involved in
     providing energy management services and the Company believes that Priority
     Power's  business  is  complimentary  to the  retail  electricity  provider
     business conducted by the Company's subsidiary W Power.

     The Company's business purpose is to acquire strong cash-flowing businesses
     or assets in energy-related  industries. As of March 31, 2007, the Company,
     through  Delaware's  investment  in a  real  estate  joint  venture,  has a
     commercial   real  estate   portfolio   consisting   of  an   ownership  of
     approximately  18% in two  office  properties  located  in  Midland,  Texas
     comprising  an  aggregate  of  approximately  428,560  square feet of gross
     leasable  area.  Through its  investment in Minerals,  AMEN has acquired an
     investment  interest in an oil and gas royalty  trust and other oil and gas
     royalties.  Through the Company's  investment in W Power,  Amen entered the
     retail  electricity  market in the state of Texas.  On April 1,  2006,  the
     Company,  through it's  investment  in Priority  Power,  began  aggregating
     electric consumers and negotiating power prices on their behalf with retail
     electric providers. The real estate operations of the Company are primarily
     conducted  through Delaware of which AMEN is the sole general partner;  the
     retail  electricity  operations are primarily  conducted through W Power of
     which  Amen is the  sole  general  partner;  the  aggregation  of  electric
     consumers is primarily  conducted  through  Priority Power of which Amen is
     the sole general partner.

     2.   Basis of Presentation

     The consolidated  financial  statements include the accounts of the Company
     and  its  majority-owned/controlled  subsidiaries  and  affiliates.  Inter-
     company balances and transactions have been eliminated.

     Management  uses estimates and  assumptions  in preparing the  consolidated
     financial  statements in accordance  with accounting  principles  generally
     accepted in the United States of America.  Those  estimates and assumptions
     affect the reported amounts of assets,  liabilities,  revenues and expenses
     in the consolidated financial statements,  and the disclosure of contingent
     assets and liabilities. Actual results could differ from these estimates.

                                       4
<PAGE>
                     AMEN Properties, Inc. and Subsidiaries
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
                                  June 30, 2007
                                   (Unaudited)


     3.   Cash Equivalents

     The Company considers cash on hand, cash on deposit in banks,  money market
     mutual funds and highly liquid debt  instruments  purchased with a maturity
     of three months or less to be a cash equivalent.

     4.   Investments

     The Company invests in U.S. government bonds and treasury notes,  municipal
     bonds,  certificates  of  deposit,  corporate  bonds and other  securities.
     Investments  with  original  maturities  greater than three months but less
     than twelve months from the balance sheet date are short-term  investments.
     Those investments with original  maturities greater than twelve months from
     the balance sheet date are long-term investments.

     The Company's marketable securities are classified as available-for-sale as
     of the balance sheet date,  and are reported at fair value with  unrealized
     gains and losses,  net of tax, recorded in stockholders'  equity.  Realized
     gains  or  losses   and   permanent   declines   in  value,   if  any,   on
     available-for-sale  investments  are reported in other income or expense as
     incurred.

     5.   Fair Value of Financial Instruments

     The  carrying  value of cash and cash  equivalents,  investments,  accounts
     receivable,  notes receivable,  and accounts payable approximate fair value
     because of the  relatively  short maturity of these  instruments.  The fair
     value of the fixed rate debt, based upon current interest rates for similar
     debt  instruments  with similar  payment  terms and expected  payoff dates,
     would be  approximately  $2,855,283 as of June 30, 2007.  Disclosure  about
     fair  value of  financial  instruments  is based on  pertinent  information
     available to management as of June 30, 2007.

     6.   Accounts Receivable

     Management   regularly  reviews  accounts   receivable  and  estimates  the
     necessary amounts to be recorded as an allowance for doubtful accounts.

     W Power's  unbilled  revenue is accrued  based on the  estimated  amount of
     unbilled power  delivered to customers using the average  customer  billing
     rates.  Unbilled revenue also includes accruals for estimated  Transmission
     and  Distribution  Service  Provider  ("TDSP")  charges and monthly service
     charges applicable to the estimated usage for the period.

     The Company  estimated  the allowance  for doubtful  accounts  related to W
     Power's billed  accounts  receivable to be  approximately  .2% of W Power's
     retail electricity billed revenue.  Due to the limited historical data, the
     Company  regularly  reviews the accounts  receivable and accordingly  makes
     adjustments in estimating the allowance for doubtful accounts.

     Priority Power trade accounts  receivable  arise from  aggregation fees and
     other management services.  An allowance for doubtful accounts is provided,
     when considered necessary by management, for estimated amounts not expected
     to be  collectible.  No allowance was provided or deemed  necessary at June
     30, 2007.

     At June 30, 2007, accounts receivable consisted of the following:


                  Billed electricity receivables       $        404,603
                  Unbilled electricity receivables              793,464
                  Billed Aggregation fees                       339,711
                  Unbilled Aggregation fees                     103,886
                  Allowance for doubtful accounts               (8,153)
                                                          -------------
                  Accounts receivable, net             $      1,633,511
                                                          =============

                                       5
<PAGE>
                     AMEN Properties, Inc. and Subsidiaries
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
                                  June 30, 2007
                                   (Unaudited)


     7.   Depreciation, Amortization and Depletion

     Property and equipment are stated at cost. Depreciation is determined using
     the straight-line method over the estimated useful lives ranging from three
     to 36.5  years.  Royalty  acquisitions  are  stated at cost.  Depletion  is
     determined using the units-of-production  method based on the estimated oil
     and gas reserves.

     8.   Impairment of Long-Lived Assets

     The Company periodically evaluates the recoverability of the carrying value
     of its  long-lived  assets and  identifiable  intangibles by monitoring and
     evaluating  changes in  circumstances  that may indicate  that the carrying
     amount of the asset may not be  recoverable.  Examples of events or changes
     in  circumstances  that  indicate that the  recoverability  of the carrying
     amount of an asset  should be  assessed  include but are not limited to the
     following:  a  significant  decrease  in the  market  value of an asset,  a
     significant  change in the  extent or manner in which an asset is used or a
     significant  physical  change in an asset, a significant  adverse change in
     legal factors or in the business  climate that could affect the value of an
     asset or an adverse action or assessment by a regulator, an accumulation of
     costs  significantly in excess of the amount originally expected to acquire
     or construct an asset,  and/or a current period operating or cash flow loss
     combined with a history of operating or cash flow losses or a projection or
     forecast that demonstrates  continuing losses associated with an asset used
     for the purpose of producing revenue.

     The Company considers historical performance and anticipated future results
     in its evaluation of potential impairment.  Accordingly, when indicators or
     impairments are present,  the Company evaluates the carrying value of these
     assets in reaction to the operating  performance of the business and future
     discounted and nondiscounted  cash flows expected to result from the use of
     these assets.  Impairment  losses are  recognized  when the sum of expected
     future cash flows are less than the assets' carrying value.

     9.   Investment in Real Estate

     As  discussed  in  Note  C to the  consolidated  financial  statements,  in
     September  2006 the Company  sold a  significant  interest in certain  real
     estate and contributed its retained 18.017% undivided ownership interest in
     the real estate to a joint  venture in which the  Company  has  significant
     continuing involvement.

     The  Company's  investment  in real estate joint venture is recorded at its
     remaining  net  cost,  adjusted  for its  18.017%  joint  venture  share of
     earnings  (loss) using the equity method of  accounting,  and joint venture
     cash contributions and distributions.

     As discussed in Note G, on March 19, 2007 the Company exchanged its 18.017%
     joint  venture  interest  for a 17.8%  interest  in a real  estate  limited
     partnership.  The  Company  will  continue  to use  the  equity  method  of
     accounting for its 17.8% limited partnership interest.

     10.  Goodwill

     The Company  follows the  provisions  of Statement of Financial  Accounting
     Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets".  SFAS No.
     142 requires  that  goodwill and other  intangible  assets with  investment
     lives no  longer  be  amortized.  The  intangible  assets  are  tested  for
     impairment  annually.  If there is impairment,  the amount will be expensed
     and the intangible assets will be written down accordingly.

     11.  Stock-Based Compensation

     On January 1, 2006 the Company  adopted  Statement of Financial  Accounting
     Standards (SFAS) No. 123(R),  Accounting for Stock-Based  Compensation,  to
     account for its stock-based  compensation.  In December 2004, the Financial
     Accounting  Standards Board issued SFAS 123(R) effective for small business
     issuers  after  December 15, 2005.  The new  Statement  requires  mandatory
     reporting of all stock-based  compensation  awards on a fair value basis of
     accounting.  Generally,  companies are required to calculate the fair value
     of all stock awards and amortize  that fair value as  compensation  expense
     over the vesting period of the awards.

                                       6
<PAGE>
                     AMEN Properties, Inc. and Subsidiaries
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
                                  June 30, 2007
                                   (Unaudited)


     12.  Income Taxes

     The Company  accounts  for income  taxes in  accordance  with SFAS No. 109,
     "Accounting for Income Taxes".  Under this method,  deferred tax assets and
     liabilities  are  determined  based on  differences  between the  financial
     reporting and tax basis of assets and  liabilities,  and are measured using
     the enacted tax rates and laws that will be in effect when the  differences
     are  expected  to  reverse.   Valuation  allowances  are  established  when
     necessary  to reduce  deferred  tax  assets to the  amount  expected  to be
     realized.  For the period  ended June 30,  2007,  no income tax expense has
     been incurred due to the utilization of the Company's net operating losses.

     13.  Deferred Revenue

     Deferred revenue consists of prepaid  aggregation fees. Deferred revenue is
     amortized over the life of the aggregation contract for prepaid aggregation
     fees.

     14.  Corporate Tithing

     The Company shall, to the extent permitted by law, expend from the revenues
     of the Company such sums as are deemed prudent by the Board of Directors to
     support, encourage, or sustain persons or entities which in the judgment of
     the  Board  of  Directors  are  expected  to make  significant  efforts  to
     propagate the Gospel of Jesus Christ in any manner not in conflict with the
     Statement of Faith. Such expenditures may be made without regard to the tax
     status  or  nonprofit  status of the  recipient.  It is  expected  that the
     expenditures paid out under the provisions of this policy shall approximate
     ten percent (10%) of the amount that would  otherwise be the net profits of
     the Company for the accounting period.

     15.  Minority Interest

     Minority interest represents the interest of unit holders of TCTB Partners,
     Ltd. ("TCTB"),  other than the Company,  in the net earnings and net equity
     of TCTB. The unit holder  minority  interest is adjusted at the end of each
     period to reflect the  ownership  at that time.  The unit  holder  minority
     interest in TCTB was approximately 28.7% at June 30, 2007 and 2006.

     16.  Contingently Convertible Securities

     The Company has outstanding Series A Preferred Stock ("Series A"), Series B
     Preferred  Stock  ("Series  B") and Series C Preferred  Stock  ("Series C")
     whose terms enable the holder,  under certain  conditions,  to convert such
     securities into 1,349,764  shares of the Company's Common Stock as shown in
     the following table.

                 Number of                                          Number of
     Series       Shares        Purchase Price  Conversion Rate    Common Shares
     ------      ---------      --------------  ---------------    -------------
        A           80,000      $   2,000,000   $       3.2444        616,447
        B           50,000            500,000           3.2444        154,111
        B           10,000            100,000            3.424         29,206
        B           20,000            200,000            4.000         50,000
        C          125,000          2,000,000            4.000        500,000

     Conversion  of  Series  A,  Series B and  Series C is at the  option of the
     holder  thereof,  at any time and from time to time,  into  such  number of
     fully paid and  nonassessable  shares of Common Stock as is  determined  by
     dividing  the  original  Series A, Series B and Series C issue price by the
     conversion  price in effect  at the time of  conversion.  The  contingently
     convertible securities have not been included in the calculation of diluted
     earnings per share for any periods in which their effect is antidilutive.

                                       7
<PAGE>
                     AMEN Properties, Inc. and Subsidiaries
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
                                  June 30, 2007
                                   (Unaudited)


     17.  Revenue Recognition

     The Company  records  electricity  sales under the accrual method and these
     revenues are  recognized  upon delivery of  electricity  to the  customers'
     meters.  Electric  services not billed by month-end  are accrued based upon
     estimated  deliveries  to customers as tracked and recorded by the Electric
     Reliability Council of Texas ("ERCOT")  multiplied by the Company's average
     billing  rate per  kilowatt  hour  ("kwh") in effect at the time ("the flow
     technique").

     The flow  technique  of revenue  calculation  relies upon ERCOT  settlement
     statements  to determine the  estimated  revenue for a given month.  Supply
     delivered  to our  customers  for the  month,  measured  on a daily  basis,
     provides the basis for revenues.  ERCOT provides net electricity  delivered
     data  in  three  phases.   Initial  daily   settlements   become  available
     approximately  17 days after the  settlement  date.  Approximately  45 days
     after the settlement date, a resettlement is provided to adjust the initial
     settlement to the actual supply delivered based on subsequent comparison of
     prior forecasts to actual meter reads  processed.  A final  resettlement is
     provided approximately 180 days after power is delivered,  marking the last
     routine settlement adjustment to the power deliveries for that day.

     Sales  represent  the total  proceeds  from energy  sales,  including  pass
     through  charges  from the TDSPs  billed to the  customer at cost.  Cost of
     goods  and  services  ("COGS")  include  electric  power  purchased,  sales
     commissions,  and pass through charges from the TDSPs in the areas serviced
     by  the  Company.   TDSP  charges  are  costs  for  metering  services  and
     maintenance of the electric grid.  TDSP charges are determined by regulated
     tariffs established by the Public Utility Commission of Texas ("PUCT").

     Bilateral  wholesale costs are incurred  through  contractual  arrangements
     with wholesale power suppliers for firm delivery of power at a fixed volume
     and fixed  price.  The Company is typically  invoiced  for these  wholesale
     volumes at the end of each  calendar  month for the volumes  purchased  for
     delivery during the month,  with payment due 10 to 20 days after the end of
     the month.

     Balancing/ancillary  costs are based on the aggregate customer load and are
     determined by ERCOT through a multiple step settlement  process.  Balancing
     costs/revenues  are related to the differential  between supply provided by
     the Company through its bilateral  wholesale supply and the supply required
     to serve the Company's customer load. The Company endeavors to minimize the
     amount  of  balancing/ancillary  costs  through  its load  forecasting  and
     forward purchasing programs.

     The Company's  gross  revenues for  aggregation  and other  services to our
     customers are recognized  upon delivery and include  estimated  aggregation
     fees and other services delivered but not billed by the end of the period.

     As of June 30, 2007, the Company recorded  unbilled revenue of $103,886 for
     aggregation  fees.  Accrued unbilled revenues are based on our estimates of
     customer  usage  since the date of the last meter  reading  provided by the
     independent  system operators or electric  distribution  companies.  Volume
     estimates are based on average daily volumes,  estimated customer usage and
     applicable customer aggregation rates.  Unbilled revenues are calculated by
     multiplying volume estimates by our estimated rates by customer.  Estimated
     amounts are adjusted when actual usage and rates are known and billed.

     18.  Advertising Expense

     All advertising costs are expensed when incurred. Advertising expenses were
     approximately  $89,619 and  $11,007 for the six months  ended June 30, 2007
     and 2006, respectively.

     19.  Income Per Share

     Income per share is computed  based on the weighted  average  common shares
     and common stock equivalents  outstanding during each period. The Series A,
     Series B and Series C Convertible  Preferred  Stock are not included in the
     computation  of diluted  earnings  per share for any periods in which their
     effect is antidilutive.

                                       8
<PAGE>
                     AMEN Properties, Inc. and Subsidiaries
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
                                  June 30, 2007
                                   (Unaudited)


     20.  Environmental

     The Company is subject to extensive federal,  state and local environmental
     laws and  regulations.  These laws  regulate  asbestos  in  buildings  that
     require the Company to remove or mitigate the environmental  effects of the
     disposal of the asbestos at the buildings.

     Environmental  costs that  relate to current  operations  are  expensed  or
     capitalized  as  appropriate.  Costs are  expensed  when they  relate to an
     existing  condition  caused by past  operations  and will not contribute to
     current or future revenue generation.  Liabilities related to environmental
     assessments  and/or remedial  efforts are accrued when property or services
     are provided or can be reasonably estimated.

     21.  New Accounting Pronouncements

     In February  2006,  the FASB issued  SFAS No. 155,  Accounting  for Certain
     Hybrid Financial  Instruments - an amendment of FASB Statements No. 133 and
     140. This Statement amends FASB Statement No.133, Accounting for Derivative
     Instruments and Hedging  Activities,  and No. 140, Accounting for Transfers
     and Servicing of Financial Assets and Extinguishments of Liabilities.  This
     Statement resolves issues addressed in Statement 133  Implementation  Issue
     No.  D1,   "Application  of  Statement  133  to  Beneficial   Interests  in
     Securitized  Financial  Assets." The provisions of this Statement  shall be
     effective for financial  instruments acquired or issued after the beginning
     of an entity's first fiscal year that begins after September 15, 2006.

     In March 2006,  the FASB issued SFAS No. 156,  Accounting  for Servicing of
     Financial  Assets - an amendment of FASB  Statement No. 140. This Statement
     amends FASB  Statement No. 140,  Accounting  for Transfers and Servicing of
     Financial Assets and  Extinguishments  of Liabilities,  with respect to the
     accounting  for  separately   recognized  servicing  assets  and  servicing
     liabilities.  The provisions of this Statement shall be effective as of the
     beginning of an entity's first fiscal year that begins after  September 15,
     2006.

     In September  2006, the FASB issued SFAS No. 157, Fair Value  Measurements.
     This  statement  defines fair value,  establishes a framework for measuring
     fair value in generally accepted accounting  principles (GAAP), and expands
     disclosures about fair value measurements. The provisions of this Statement
     shall be  effective  for  financial  statements  issued  for  fiscal  years
     beginning  after November 15, 2007, and interim periods within those fiscal
     years.

     In September 2006, the FASB issued SFAS No. 158, Employer's  Accounting for
     Defined  Benefit Pension and Other  Postretirement  Plans - an amendment to
     FASB Statement No. 87, 88, 106, and 132R. This Statement improves financial
     reporting by  requiring  an employer to recognize  the over funded or under
     funded  status of a  defined  benefit  postretirement  plan  (other  than a
     multiemployer  plan) as an asset or liability in its statement of financial
     position  and to  recognize  changes in that  funded  status in the year in
     which the changes occur through  comprehensive  income of a business entity
     or changes in unrestricted net assets of a no-for-profit  organization.  An
     employer with publicly traded equity  securities  shall initially apply the
     requirement  to  recognize  the  funded  status of a  benefit  plan and the
     disclosure  requirements  as of the end of the  fiscal  year  ending  after
     December 15, 2006. An Employer  without  publicly traded equity  securities
     shall  initially  apply the  requirements  as of the end of the fiscal year
     ending after June 15, 2007.

     In February  2007,  the FASB issued SFAS No. 159, The Fair Value Option for
     Financial Assets and Financial Liabilities - Including an amendment of FASB
     Statement No. 115.  This  Statement  permits  entities to choose to measure
     many  financial  instruments  and certain  other  items at fair value.  The
     objective is to improve financial  reporting by providing entities with the
     opportunity to mitigate volatility in reported earnings caused by measuring
     related assets and liabilities  differently without having to apply complex
     hedge accounting  provisions.  This Statement is expected to expand the use
     of fair value  measurement,  which is consistent with the Board's long-term
     measurement  objectives  for  accounting  for  financial  instruments.  The
     provisions of this Statement shall be effective as of the beginning of each
     reporting  entity's  first fiscal year that begins after November 15, 2007;
     this  Statement  should  not be  applied  retrospectively  to fiscal  years
     beginning prior to the effective date,  except as permitted in paragraph 30
     for early adoption.

                                       9
<PAGE>
                     AMEN Properties, Inc. and Subsidiaries
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
                                  June 30, 2007
                                   (Unaudited)


     Management  does not  believe the new  pronouncements  will have a material
     impact on its financial statements.

NOTE B - BUSINESS COMBINATIONS

     On May 25, 2006, the Company  completed the acquisition of 100% of Priority
     Power Management,  effective April 1, 2006, for an aggregate  consideration
     of  $3,730,051.  Priority Power is primarily  involved in providing  energy
     management services and the Company believes that Priority Power's business
     is complimentary to the retail  electricity  provider business conducted by
     the Company's  subsidiary W Power. The acquisition  resulted in the Company
     allocating $2,916,085 of the purchase price to goodwill.

NOTE C - DISPOSITION OF ASSETS

     Effective  September  27,  2006,  the Company  entered into an Agreement to
     Distribute  Assets with and among the partners of TCTB  Partners,  Ltd. The
     assets consisted of the following:  the  twenty-four-story  Bank of America
     Tower, where the Company's headquarters are located, which was completed in
     1977 and encompasses  329,178 rentable square feet and a 900  space-parking
     garage; the related Bank of America 12-lane drive through banking facility;
     and the twelve story Century Plaza Tower which was built in 1979 (renovated
     in 1990) and has 99,422  rentable  square feet. The Properties  constituted
     substantially all of the assets of TCTB prior to the transactions described
     herein and were  subject to a lien to secure a  promissory  note payable to
     Wells Fargo Bank Texas,  N.A.  The Bank agreed to allow TCTB to  distribute
     the assets to the  partners of TCTB in exchange  for the payoff of the note
     as described  below. The asset  distribution to the TCTB minority  interest
     partners  resulted  in  an  approximate   $369,000  reduction  in  minority
     interest.

     Contemporaneous with the distribution of the Properties,  the Company along
     with  the  General   Partner  and  the  other  Limited   Partners  of  TCTB
     collectively  agreed  to sell and sold  75% of their  collective  undivided
     interest  in the  Properties  to  Hampshire  Plaza  Garage,  LLC and S.E.S.
     Investments,  Ltd.,  unaffiliated  third party  purchasers  for a privately
     negotiated price of $9.0 million. This resulted in the Company, through its
     wholly owned subsidiary Amen Delaware, LP, selling approximately 74% of its
     undivided interest in the distributed assets for approximately $6.4 million
     (net  proceeds  of  approximately  $3,570,500)  with a gain on the  sale of
     approximately  $1,405,500.  The sale of approximately  74% of the Company's
     original 71.348%  interest in the assets resulted in the Company  retaining
     approximately   18.017%  in  an  investment  in  real  estate   aggregating
     $1,687,238.

     In connection  with the Agreement to Distribute  Assets the restricted $2.1
     million  certificate  of deposit  that  secured the Note was applied to the
     outstanding   balance  of  the  Note  resulting  in  the  Note  balance  of
     approximately  $3.7  million  being  distributed  to the  partners  of TCTB
     Partners, Ltd., approximately $2.6 million net to the Company. The Note was
     subsequently  paid in full on October 2, 2006  through the  application  of
     approximately  $3.9 million of the $9.0 million  sales  proceeds  under the
     Purchase  Agreement received on October 2, 2006. The remaining $5.0 million
     of the sales  proceeds  (after  closing  costs)  were  paid to the  Selling
     Partners in accordance  with their  respective  interests in the Properties
     (approximately $3.5 million to the Company). On October 3, 2006 the Company
     used a  portion  of the net  proceeds  from the  sale to pay the  remaining
     balance  (approximately  $1.7 million) on certain  promissory notes entered
     into by the  Company in  connection  with its  acquisition  of  partnership
     interests  in TCTB  (including  approximately  $266,000  to Mr. Jon Morgan,
     President  and  COO  of  the  Company,  and  approximately  $410,000  to an
     affiliate of Mr. Eric Oliver, Chairman of the Board and CEO of the Company.

NOTE D - CONCENTRATIONS OF CREDIT RISK

     The Company maintains cash balances at four financial  institutions,  which
     at times may exceed federally insured limits. At June 30, 2007 and 2006 the
     Company  had  approximately  $2,833,874  and  $2,906,396  respectively,  of
     uninsured cash and cash  equivalents.  The Company has not  experienced any
     losses  in  such  accounts  and  believes  that  it is not  exposed  to any
     significant credit risks on such accounts.

                                       10
<PAGE>
                     AMEN Properties, Inc. and Subsidiaries
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
                                  June 30, 2007
                                   (Unaudited)


     W  Power  and  Priority  Power's  revenues  are  derived  principally  from
     uncollateralized  customer  electricity  billings  and TCTB's  revenues are
     derived  principally  from   uncollateralized   rents  from  tenants.   The
     concentration of credit risk in a limited number of industries  affects its
     overall exposure to credit risk because customers may be similarly affected
     by changes in economic and other conditions.

NOTE E - RESTRICTED CASH EQUIVALENTS

     On October 18, 2005,  the Company  entered into a continuing  agreement for
     commercial  and standby  letters of credit (the  "Letters of Credit")  with
     JPMorgan Chase Bank, N.A., Houston, Texas,  ("Chase").  Under the agreement
     Chase may, but is not obligated to, issue one or more standby or commercial
     letters of credit on behalf of W Power. The Letters of Credit are generally
     required  in the  normal  course of  business  operations  to  support  the
     Company's  obligations  to  collateralize  certain  obligations to electric
     power providers,  TDSPs, and ERCOT. Currently the Letters of Credit bear an
     interest rate of seven-tenths  of one percent (0.70%) payable  quarterly in
     advance. In order to support the Letters of Credit, the Company,  Chase and
     JP Morgan  Securities,  Inc.  ("JPMorgan")  maintain  a  tri-party  control
     agreement  that creates a security  interest in favor of Chase in a certain
     Money Market Fund the Company  maintains with  JPMorgan.  At June 30, 2007,
     the Company had deposits with JPMorgan totaling $2,197,000  collateralizing
     outstanding Letters of Credit.

NOTE F - PROPERTY AND EQUIPMENT

     Property and  equipment,  at cost,  consisted of the  following at June 30,
     2007:


                  Furniture, fixtures and equipment       $        288,148
                  Less:  accumulated depreciation                 (119,419)
                                                          -----------------
                                                          $        168,729
                                                          =================

     Depreciation  expense  for the six months  ended June 30, 2007 and 2006 was
     $27,717 and $202,206, respectively.

NOTE G - INVESTMENT IN REAL ESTATE

     As discussed in Note C, effective  September 27, 2006, the Company  entered
     into an Agreement to Distribute  Assets with and among the partners of TCTB
     Partners,  Ltd.  Contemporaneous  with the distribution of the assets,  the
     Company along with the General  Partner and the other  Limited  Partners of
     TCTB collectively agreed to sell and sold 75% of their collective undivided
     interest in the assets. The sale of the Company's undivided interest in the
     assets  resulted in the Company  retaining  approximate  18.017%  undivided
     interest  in the  assets  (see  note C).  On March 19,  2007,  the  Company
     contributed its 18.017% real estate interest and cash of $478,491 to a real
     estate limited partnership.

     At June 30, 2007, investment in real estate consisted of the following:

                  Real estate investment                     $     2,208,676
                  Equity Income from Real Estate Investment           72,719
                                                             ---------------
                                                             $     2,281,395
                                                             ===============

                                       11
<PAGE>
                     AMEN Properties, Inc. and Subsidiaries
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
                                  June 30, 2007
                                   (Unaudited)


NOTE H - ROYALTY INTERESTS

     The Company currently owns two separate royalty interests, one in the state
     of Texas and one in the state of Oklahoma.  The total consideration paid by
     the  Company for the  royalty  interests  was  $162,854.  Under  accounting
     principles generally accepted in the United States of America, revenues and
     expenses are  recognized on an accrual  basis.  Royalty income is generally
     received  one to two  months  following  the  month of  production  and the
     Company uses estimates to accrue royalty income.

     Depletion  expense for the quarter  ended June 30, 2007 and 2006 was $1,803
     and  $5,129,  respectively,  and  accumulated  depletion  was  $34,879  and
     $31,365, respectively.

NOTE I - LONG-TERM INVESTMENTS

     Securities available-for-sale in the accompanying balance sheet at June 30,
     2007 totaled  $2,688,325.  The  aggregate  market  value,  cost basis,  and
     unrealized  gains and  losses of  securities  available-for-sale,  by major
     security type are as follows:
<TABLE>
<CAPTION>
<S>                                            <C>            <C>            <C>
                                                                           Gross Unrealized
                                               Market Value    Cost Basis     Losses
                                               ------------   ------------   ----------
     Santa Fe Energy Trust (SFF) Common Stock  $  2,625,975   $  2,627,273   $  (1,298)
     Other Securities                                62,350         62,350           -
                                               ------------   ------------   ----------
     Total                                     $  2,688,325   $  2,689,623   $  (1,298)
                                               ============   ============   ==========
</TABLE>

At June 30, 2007, the SFF investments were pledged to secure related  investment
margin account payable of $1,279,847.


NOTE J - ACCRUED LIABILITIES

     Accrued liabilities consisted of the following at June 30, 2007:

              TDSP (Electricity Delivery) Charges      $           185,003
              Sales Tax                                            150,162
              Corporate Tithing                                     74,719
              Executive Bonuses                                    295,238
              Customer Deposits                                    140,518
              Other                                                 42,900
                                                       -------------------
                                                       $           888,540
                                                       ===================

NOTE K - OPERATING SEGMENTS

     The Company's business  activities are mainly comprised of three reportable
     segments,  real estate operations,  a retail electricity  provider ("REP"),
     and retail electricity aggregation services.

     The commercial real estate portfolio  consists of the Company's  investment
     in a real  estate  joint  venture  (see  notes C and G),  consisting  of an
     ownership of approximately 18% in two office properties located in Midland,
     Texas comprising an aggregate of approximately 428,560 square feet of gross
     leasable area.

     The Company entered the retail  electricity market in the state of Texas in
     July 2004.  The  retail  electricity  operations  are  primarily  conducted
     through W Power of which the Company is the sole general  partner.  The REP
     segment  sells  electricity  and  provides  the related  billing,  customer
     service,  collection  and  remittance  services  to  both  residential  and
     commercial customers.

                                       12
<PAGE>
                     AMEN Properties, Inc. and Subsidiaries
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
                                  June 30, 2007
                                   (Unaudited)


     On April 1, 2006, the Company,  through it's  investment in Priority Power,
     began aggregating  electric consumers and negotiating power prices on their
     behalf  with  retail  electric  providers.   The  aggregation  of  electric
     consumers is primarily  conducted  through  Priority Power of which Amen is
     the sole general partner.

     Each segment's  accounting  policies are the same as those described in the
     summary of significant accounting policies and the following tables reflect
     totals for quarter ended June 30, 2007 and 2006, respectively.

     Three Months Ended June 30, 2007:
     ---------------------------------
<TABLE>
<CAPTION>
<S>                     <C>               <C>               <C>               <C>               <C>               <C>
                                                                 Energy                          Inter-Company
                                            Real Estate        Management        Other and         Transaction      Consolidated
                               REP            Operations         Services         Corporate        Eliminations         Total
                         ---------------   ---------------   ---------------   ---------------   ---------------   ---------------
Revenues from external
        customers       $      2,652,774  $             --  $      1,040,080  $            --   $            --   $      3,692,854
                         ===============   ===============   ===============   ===============   ===============   ===============
  Revenues from other
   operating segments   $             --  $             --  $          7,576  $            --   $        (7,576)  $             --
                         ---------------   ---------------   ===============   ---------------   ---------------   ---------------
     Depreciation,
    amortization and
        depletion       $          4,790  $             --  $          6,742  $         3,879   $            --   $         15,411
                         ===============   ===============   ===============   ===============   ===============   ===============
    Interest expense    $          3,865  $             --  $             --  $        64,179   $            --   $         68,044
                         ===============   ===============   ===============   ===============   ===============   ===============
  Segment net income
         (loss)         $        192,532  $         45,405  $        571,010  $      (245,063)  $       (55,453)  $        508,431
                         ===============   ===============   ===============   ===============   ===============   ===============
     Segment assets     $      5,117,852  $      2,359,396  $      1,490,965  $     6,796,912   $        29,097   $     15,794,222
                         ===============   ===============   ===============   ===============   ===============   ===============
        Goodwill        $             --  $             --  $             --        2,916,085   $            --   $      2,916,085
                         ===============   ===============   ===============   ===============   ===============   ===============
Expenditures for segment
         assets         $          9,983  $             --  $          1,846  $     1,552,466   $            --   $      1,564,295
                         ===============   ===============   ===============   ===============   ===============   ===============


     Three Months Ended June 30, 2006:
     ---------------------------------

                                                                 Energy                          Inter-Company
                                            Real Estate        Management        Other and         Transaction      Consolidated
                               REP            Operations         Services         Corporate        Eliminations         Total
                         ---------------   ---------------   ---------------   ---------------   ---------------   ---------------
Revenues from external
        customers       $      3,391,948  $        832,969  $        676,806  $            --   $            --   $      4,901,723
                         ===============   ===============   ===============   ===============   ===============   ===============
  Revenues from other
   operating segments   $        268,310  $         10,399  $             --  $            --   $      (278,709)  $             --
                         ---------------   ---------------   ===============   ---------------   ---------------   ---------------
     Depreciation,
    amortization and
        depletion       $          3,743  $         96,154  $          2,817  $         2,345   $            --   $        105,059
                         ===============   ===============   ===============   ===============   ===============   ===============
    Interest expense    $        100,540  $        139,247  $         62,583  $           136   $       (96,301)  $        206,205
                         ===============   ===============   ===============   ===============   ===============   ===============
  Segment net income
         (loss)         $        219,861  $        121,596  $        262,171  $      (152,292)  $       (53,179)  $        398,157
                         ===============   ===============   ===============   ===============   ===============   ===============
     Segment assets     $      4,360,541  $      7,473,986  $      1,080,063  $     7,505,419   $      (448,336)  $     19,971,673
                         ===============   ===============   ===============   ===============   ===============   ===============
        Goodwill        $                 $                 $             --  $     2,916,085   $            --   $      2,916,085
                         ===============   ===============   ===============   ===============   ===============   ===============
Expenditures for segment
         assets         $          4,584  $         40,300  $            802  $        (5,838)  $            --   $         39,848
                         ===============   ===============   ===============   ===============   ===============   ===============
</TABLE>

                                       13
<PAGE>
                     AMEN Properties, Inc. and Subsidiaries
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
                                  June 30, 2007
                                   (Unaudited)


     Six Months Ended June 30, 2007:
     -------------------------------
<TABLE>
<CAPTION>
<S>                     <C>               <C>               <C>               <C>               <C>               <C>
                                                                 Energy                          Inter-Company
                                            Real Estate        Management        Other and         Transaction      Consolidated
                               REP            Operations         Services         Corporate        Eliminations         Total
                         ---------------   ---------------   ---------------   ---------------   ---------------   ---------------
Revenues from external
        customers       $      4,974,230  $             --  $      1,851,244  $            --   $            --   $      6,825,474
                         ===============   ===============   ===============   ===============   ===============   ===============
  Revenues from other
   operating segments   $             --  $             --  $         13,660  $            --   $       (13,660)  $             --
                         ---------------   ---------------   ===============   ---------------   ---------------   ---------------
     Depreciation,
    amortization and
        depletion       $          8,751  $             --  $         12,731  $         8,038   $            --   $         29,520
                         ===============   ===============   ===============   ===============   ===============   ===============
    Interest expense    $          7,815  $             --  $             --  $       123,615   $            --   $        131,430
                         ===============   ===============   ===============   ===============   ===============   ===============
  Segment net income
         (loss)         $        581,038  $         81,270  $        912,558  $      (447,107)  $      (110,405)  $      1,017,354
                         ===============   ===============   ===============   ===============   ===============   ===============
     Segment assets     $      5,117,852  $      2,359,396  $      1,490,965  $     6,796,912   $        29,097   $     15,794,222
                         ===============   ===============   ===============   ===============   ===============   ===============
        Goodwill        $             --  $             --  $             --        2,916,085   $            --   $      2,916,085
                         ===============   ===============   ===============   ===============   ===============   ===============
Expenditures for segment
         assets         $         24,434  $             --  $          1,846  $     1,556,853   $            --   $      1,583,133
                         ===============   ===============   ===============   ===============   ===============   ===============


     Six Months Ended June 30, 2006:
     -------------------------------
                                                                 Energy                          Inter-Company
                                            Real Estate        Management        Other and         Transaction      Consolidated
                               REP            Operations         Services         Corporate        Eliminations         Total
                         ---------------   ---------------   ---------------   ---------------   ---------------   ---------------
Revenues from external
        customers       $      6,560,655  $      1,584,574  $        676,806  $            --   $            --   $      8,822,035
                         ===============   ===============   ===============   ===============   ===============   ===============
  Revenues from other
   operating segments   $        489,111  $         15,386  $             --  $            --   $      (504,497)  $             --
                         ---------------   ---------------   ===============   ---------------   ---------------   ---------------
     Depreciation,
    amortization and
        depletion       $          7,109  $        191,252  $          2,817  $         6,157   $            --   $        207,335
                         ===============   ===============   ===============   ===============   ===============   ===============
    Interest expense    $        103,451  $        276,998  $         62,583  $           136   $       (96,301)  $        346,867
                         ===============   ===============   ===============   ===============   ===============   ===============
  Segment net income
         (loss)         $        426,140  $        197,930  $        262,171  $      (199,129)  $       (96,301)  $        590,811
                         ===============   ===============   ===============   ===============   ===============   ===============
     Segment assets     $      4,360,541  $      7,473,986  $      1,080,063  $     7,505,419   $      (448,336)  $     19,971,673
                         ===============   ===============   ===============   ===============   ===============   ===============
        Goodwill                      --                --                --        2,916,085                --          2,916,085
                         ===============   ===============   ===============   ===============   ===============   ===============
Expenditures for segment
         assets         $          4,584  $         56,232  $            802  $        (5,838)  $            --   $         55,780
                         ===============   ===============   ===============   ===============   ===============   ===============
</TABLE>

                                       14
<PAGE>
                     AMEN Properties, Inc. and Subsidiaries
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
                                  June 30, 2007
                                   (Unaudited)


NOTE L - LONG-TERM OBLIGATIONS

     NEMA entered into twenty-two promissory notes (the "NEMA Notes") on May 18,
     2006,  effective  April  1,  2006  totaling  $3,230,051  to  purchase  100%
     ownership  interest  in Priority  Power  Management,  Ltd, a Texas  limited
     partnership,  and Priority Power  Management  Dallas,  Ltd, a Texas limited
     partnership  (see note B). The notes are due in quarterly  installments  of
     $142,985  beginning on September 30, 2006 with a final maturity of December
     31, 2013. The term notes bear interest at a fixed rate per annum of 7.75%.

     Long-term  non-related party obligations consisted of the following at June
     30, 2007:


                  Total NEMA Notes                        $         2,898,971
                  Less related party portion                       (1,998,600)
                  Less current portion                               (111,031)
                                                          --------------------
                                                          $           789,340
                                                          ====================

     Long-term related party obligations  consisted of the following at June 30,
     2007:

                  Related Party                           $         1,998,600
                  Less current portion                               (246,462)
                                                          --------------------
                                                          $         1,752,138
                                                          ====================

Annual maturities of long-term non-related party obligations at June 30, 2007
are as follows:

                  July 2007 - June 2008                   $           111,031
                  July 2008 - June 2009                               119,890
                  July 2009 - June 2010                               129,455
                  July 2010 - June 2011                               139,783
                  July 2011 - June 2012                               150,935
                  July 2012 and thereafter                            249,277
                                                          -------------------
                                                          $           900,371
                                                          ===================

Annual maturities of long-term related party obligations at June 30, 2007 are as
follows:

                  July 2007 - June 2008                   $           246,462
                  July 2008 - June 2009                               266,125
                  July 2009 - June 2010                               287,357
                  July 2010 - June 2011                               310,283
                  July 2011 - June 2012                               335,038
                  July 2012 and thereafter                            553,335
                                                          -------------------
                                                          $         1,998,600
                                                          ===================

NOTE M - RELATED PARTY TRANSACTIONS

     The  Company  closed the sale and  issuance  of 125,000  shares of Series C
     Preferred Stock and 250,000 Warrants pursuant to a Purchase  Agreement,  as
     amended by the Second  Amendment  on March 1, 2005  between the Company and
     certain accredited  investors,  including the Company's President and Chief
     Operating  Officer,  Jon M. Morgan,  the Company's Chief Executive Officer,
     Eric Oliver and Bruce Edgington, one of the Company's Directors.

                                       15
<PAGE>
                     AMEN Properties, Inc. and Subsidiaries
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
                                  June 30, 2007
                                   (Unaudited)


     The  following  table  reflects  the  Series C  issuance  to the  Company's
     officers and directors.
<TABLE>
<CAPTION>
<S>                                 <C>            <C>                 <C>        <C>
                        Number of Preferred   Common Stock   Preferred C Voting
                              C Shares         Equivalent       Equivalent        Purchase Price
                        -------------------   ------------   ------------------   --------------
Eric Oliver                         14,063         56,252              52,877     $     225,008
Jon M. Morgan                       14,062         56,248              52,873           224,992
Bruce Edgington                      3,125         12,500              11,750            50,000
                        -------------------   ------------   ------------------   --------------
Total                               31,250        125,000             117,500     $     500,000
                        ===================   ============   ==================   ==============
</TABLE>

     The  following  table  reflects the  issuance of Warrants to the  Company's
     Officers and Directors.
                                                                 Common Stock
                                           Number of Warrants     Equivalent
                                           ------------------   --------------
                        Eric Oliver                   28,126          28,126
                        Jon M. Morgan                 28,124          28,124
                        Bruce Edgington                6,250           6,250
                                           ------------------   --------------
                        Total                         62,500          62,500
                                           ==================   ==============

     On May  18,  2006,  Jon M.  Morgan  and  Bruce  Edgington  exercised  their
     outstanding  warrants  (described  above)  for a total  exercise  price  of
     $112,496 and $25,000,  respectively.  Mr. Morgan  received 28,124 shares of
     common stock and Mr.  Edgington  received 6,250 shares of common stock upon
     the exercise of their stock warrants.

     On May 25,  2006,  the  Company  completed  its  acquisition  of all of the
     outstanding   partnership   interests  in  Priority  Power  pursuant  to  a
     Securities   Purchase   Agreement  by  and  between  the  Company  and  its
     subsidiary, NEMA and the partners of Priority Power dated May 18, 2006. The
     total purchase price was $3,730,051, comprised of (i) $500,000 in cash, and
     (ii)  promissory  notes with the aggregate  principal  amount of $3,230,051
     (see note M) from the Company and NEMA and  payable to the  sellers.  There
     are several business  relationships among Priority Power, its partners, the
     Company  and  its  subsidiaries,   and  their  respective  affiliates.  The
     Company's retail electricity provider subsidiary,  W Power, has contractual
     relationships with Priority Power with respect to providing  electricity to
     less than 0.2% of Priority Power's clients and the Company believes W Power
     will not  provide  energy to any  Priority  Power  clients  in the  future.
     Additionally  certain  of  the  selling  partners  of  Priority  Power  are
     customers of W Power none of which are considered significant customers. In
     addition,  certain of the selling  partners of Priority Power are also five
     percent or more  stockholders  of the Company or affiliates of stockholders
     of the Company,  including an affiliate of Jon M. Morgan, the President and
     Chief Executive Officer of the Company, and Eric L. Oliver, the Chairman of
     the Board of  Directors of the  Company.  Jon M. Morgan is a fifty  percent
     owner of Anthem  Oil and Gas,  Inc which was a selling  limited  partner of
     Priority  Power.  Mr. Morgan also owned a one third interest in the selling
     general partner of Priority Power  Management,  Ltd. Eric L. Oliver owned a
     thirty-seven  and a half percent  interest in a selling  limited partner of
     Priority Power, Oakdale Ventures, Ltd.

     The  following  table  reflects  the  portion  of the  Company's  long-term
     obligations payable to related parties as of June 30, 2007:

                                                                      Total
                                                             -------------------
                        Eric Oliver,  Chairman of the Board  $           11,551
                        Jon M. Morgan , CEO                             515,995
                        Padraig Ennis, VP of Priority Power              79,510
                        John Bick, Managing Principal of
                         Priority Power                                 206,014
                        5% Shareholders                                 939,068
                                                             -------------------
                        Total                                $        1,752,138
                                                             ===================

                                       16
<PAGE>
                     AMEN Properties, Inc. and Subsidiaries
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
                                  June 30, 2007
                                   (Unaudited)


     Effective  September  27,  2006,  the Company  entered into an Agreement to
     Distribute  Assets  with and  among the  partners  of TCTB  Partners,  Ltd.
     Contemporaneous with the distribution of the Properties,  the Company along
     with  the  General   Partner  and  the  other  Limited   Partners  of  TCTB
     collectively  agreed  to sell and sold  75% of their  collective  undivided
     interest  in the  Properties  to  Hampshire  Plaza  Garage,  LLC and S.E.S.
     Investments,  Ltd.,  unaffiliated  third party  purchasers  for a privately
     negotiated price of $9.0 million (see note C).


     Mr.  Jon  Morgan,  CEO of the  Company,  and his  affiliate  were among the
     Selling Partners and the sale of their undivided interest in the Properties
     resulted in Mr. Morgan receiving a net check in the amount of $79,317.  Mr.
     Morgan is also an owner and  officer of the  General  Partner of TCTB,  and
     took  actions in such  capacity  in  connection  with this  transaction  in
     addition  to  acting  as an  officer  of the  Company.  As an owner of such
     General Partner,  Mr. Morgan indirectly  received an additional $5,300 from
     the sale of the General Partner's interest in the Properties

NOTE N - COMMITMENTS AND CONTINGENCIES

Legal Proceedings

     The Company is subject to claims and lawsuits which arise  primarily in the
     ordinary  course of  business.  It is the  opinion of  management  that the
     disposition  or ultimate  resolution  of such claims and lawsuits  will not
     have a material  adverse effect on the consolidated  financial  position of
     the Company.

Power Purchase Contracts

     Certain contracts to purchase  electricity provide for capacity payments to
     ensure  availability and provide for adjustments  based on the actual power
     taken under the contracts.  Expected annual future capacity  payments under
     existing agreements are estimated as follows as of June 30, 2007:

                  2007                   $      2,245,364
                  2008                            148,960
                                         ----------------
                           Total         $      2,394,324
                                         ================

NOTE O - STOCK OPTION PLAN

     The table below  summarizes  the  Company's  stock option  activity for the
     quarter ended June 30, 2007:

                                 Options             Weighted
     Options Outstanding        Outstanding        Average Price
     -------------------        -----------        -------------

  Outstanding March 31, 2007          291,491    $          12.29

      Options exercised                     -                   -

      Options forfeited                22,285    $          20.00

        Options issued                      -                   -
                              ---------------     ---------------
  Outstanding June 30, 2007           269,206    $          11.65
                              ===============     ===============

     At June 30,  2007 the  269,206  outstanding  options  are fully  vested and
     exercisable.  They  range in price from $1.98 to $61.36 and have a weighted
     average contractual  maturity of 3.51 years. For the quarter ended June 30,
     2007 the Company did not issue any stock options.

                                       17
<PAGE>

ITEM 2. Management's Discussion and Analysis or Plan of Operation

The following  discussion and analysis  should be read in  conjunction  with the
Company's  unaudited  consolidated  financial  statements and related  footnotes
presented in Item 1 and the Company's December 31, 2006 Form 10-KSB.

Overview

AMEN Properties,  Inc., (the "Company") is engaged in owning and managing energy
related business  properties.  The Company is a holding company and conducts its
operations   through  AMEN  Delaware,   LP  ("Delaware");   AMEN  Minerals,   LP
("Minerals"),  W Power and Light, LP ("W Power") and Priority Power  Management,
Ltd ("Priority Power") each being a wholly owned subsidiary of the Company.  The
company's primary business activities are:

     o    Retail  Electricity - The Company is engaged in the retail electricity
          market as a retail electric provider serving both retail and wholesale
          customers within the state of Texas through W Power.

     o    Energy  Aggregation,  Brokering  and  Consulting - Effective  April 1,
          2006, AMEN Properties acquired 100% of Priority Power Management, Ltd.
          a Texas limited  partnership,  and Priority Power Management,  Dallas,
          Ltd.  a  Texas  limited  partnership,  (collectively  referred  to  as
          "Priority  Power").  Priority Power is primarily involved in providing
          energy  management  services and the Company  believes  that  Priority
          Power's business is complimentary to the retail  electricity  provider
          business conducted by the Company's subsidiary W Power.

     o    Oil & Gas  Royalties  - The  Company's  present  oil and  gas  royalty
          holdings  are  through  Minerals,  which owns two oil and gas  royalty
          properties,  one in Nowata County,  Oklahoma and the other in Hemphill
          County, Texas.

     o    Real Estate - As of December 31, 2006, the Company, through Delaware's
          investment  in a real estate  joint  venture,  has a  commercial  real
          estate portfolio  consisting of an ownership of  approximately  18% in
          two  office  properties  located  in  Midland,   Texas  comprising  an
          aggregate of approximately  428,560 square feet of gross leasable area
          which  was  exchanged  for 17.8%  interest  in a real  estate  limited
          partnership on March 19, 2007.

Application of Critical Accounting Policies

Our discussion and analysis of financial  condition and results of operations is
based on our  consolidated  financial  statements,  which have been  prepared in
accordance with accounting  principles  generally accepted in the United States.
The preparation of these financial  statements requires us to make estimates and
judgments  that  affect  the  reported  amounts  of  assets,  liabilities,   and
contingencies  as of the  date of the  financial  statements  and  the  reported
amounts of revenues and expenses during the reporting  periods.  We evaluate our
assumptions  and  estimates  on an  ongoing  basis.  We base  our  estimates  on
historical  experience  and on various other  assumptions  that we believe to be
reasonable  under the  circumstances.  These estimates form the basis for making
judgments  about the  carrying  values  of assets  and  liabilities  where  that
information is available from other sources.  Certain estimates are particularly
sensitive due to their significance to the financial statements.  Actual results
may differ significantly from management's estimates.

We believe that the most  significant  accounting  policies that involve the use
estimates and assumptions as to future uncertainties and, therefore,  may result
in actual amounts that differ from estimates are the following:

- Impairments,

- Acquisition of operating properties,

- Revenue recognition,

- Consolidation of variable interest entities,

- Allowance for doubtful accounts and

- Stock options

Impairments

Real estate and leasehold  improvements are classified as long-lived assets held
for sale or long-lived  assets to be held and used. In accordance  with SFAS No.
144,  we record  assets  held for sale at the lower of  carrying  value or sales
price less costs to sell. For assets  classified as held and used,  these assets
are tested for recoverability  when events or changes in circumstances  indicate
that the estimated carrying amount may not be recoverable. An impairment loss is
recognized when expected  undiscounted future cash flows from a Property is less
than the  carrying  value of the  Property.  Our  estimates of cash flows of the
Properties  requires  us to make  assumptions  related to future  rental  rates,
occupancies,  operating expenses, the ability of our tenants to perform pursuant
to their lease  obligations  and proceeds to be generated from the eventual sale
of our Properties.  Any changes in estimated future cash flows due to changes in
our plans or views of market and economic conditions could result in recognition
of additional impairment losses.

                                       18
<PAGE>
If  events  or  circumstances  indicate  that  the fair  value of an  investment
accounted for using the equity method has declined  below its carrying value and
we consider the decline to be "other than  temporary," the investment is written
down to fair value and an  impairment  loss is  recognized.  The  evaluation  of
impairment  for an investment  would be based on a number of factors,  including
financial  condition  and  operating  results for the  investment,  inability to
remain in  compliance  with  provisions  of any  related  debt  agreements,  and
recognition of  impairments by other  investors.  Impairment  recognition  would
negatively impact the recorded value of our investment and reduce net income.

Acquisition of Operating Properties

We allocate the purchase price of acquired properties to tangible and identified
intangible  assets  acquired based on their fair values in accordance  with SFAS
No. 141, "Business  Combinations." We initially record the allocation based on a
preliminary  purchase price allocation with adjustments recorded within one year
of the acquisition.

In making  estimates of fair value for purposes of  allocating  purchase  price,
management  utilizes sources,  including,  but not limited to, independent value
consulting services,  independent  appraisals that may be obtained in connection
with financing the respective property,  and other market data.  Management also
considers   information  obtained  about  each  property  as  a  result  of  its
pre-acquisition  due diligence,  marketing and leasing  activities in estimating
the fair value of the tangible and intangible assets acquired.

The aggregate value of the tangible assets acquired is measured based on the sum
of (i) the value of the  property  and (ii) the present  value of the  amortized
in-place  tenant  improvement  allowances over the remaining term of each lease.
Management's  estimates  of the  value of the  property  are made  using  models
similar  to  those  used  by  independent  appraisers.   Factors  considered  by
management  in its analysis  include an estimate of carrying  costs such as real
estate  taxes,  insurance,  and other  operating  expenses and estimates of lost
rentals during the expected lease-up period assuming current market  conditions.
The  value  of the  property  is  then  allocated  among  building,  land,  site
improvements,  and  equipment.  The value of tenant  improvements  is separately
estimated due to the different depreciable lives.

The  aggregate  value of  intangible  assets  acquired is measured  based on the
difference  between (i) the  purchase  price and (ii) the value of the  tangible
assets   acquired  as  defined  above.   This  value  is  then  allocated  among
above-market  and below-market  in-place lease values,  costs to execute similar
leases  (including  leasing  commissions,   legal  expenses  and  other  related
expenses), in-place lease values and customer relationship values.

Above-market and below-market  in-place lease values for acquired properties are
calculated  based on the  present  value  (using a market  interest  rate  which
reflects  the risks  associated  with the  leases  acquired)  of the  difference
between (i) the  contractual  amounts to be paid pursuant to the in-place leases
and (ii) management's  estimate of fair market lease rates for the corresponding
in-place  leases,  measured over a period equal to the remaining  non-cancelable
term of the lease for above-market  leases and the initial term plus the term of
the below-market fixed rate renewal option, if any, for below-market  leases. We
perform this analysis on a lease by lease basis.  The  capitalized  above-market
lease values are  amortized as a reduction to rental  income over the  remaining
non-cancelable  terms of the respective  leases.  The  capitalized  below-market
lease values are amortized as an increase to rental income over the initial term
plus the term of the  below-market  fixed rate  renewal  option,  if any, of the
respective leases.

Management  estimates  costs to execute  leases similar to those acquired at the
property at  acquisition  based on current  market  conditions.  These costs are
recorded based on the present value of the amortized in-place leasing costs on a
lease by lease basis over the remaining term of each lease.

The  in-place  lease  values  and  customer  relationship  values  are  based on
management's evaluation of the specific characteristics of each customer's lease
and our overall  relationship  with that  respective  customer.  Characteristics
considered  by  management  in  allocating  these values  include the nature and
extent  of  our  existing  business  relationships  with  the  customer,  growth
prospects for developing new business with the customer,  the customer's  credit
quality,  and the  expectation  of lease  renewals,  among  other  factors.  The
in-place  lease value and  customer  relationship  value are both  amortized  to
expense over the initial term of the  respective  leases and  projected  renewal
periods,  but in no event does the amortization period for the intangible assets
exceed the remaining depreciable life of the building.

Should a tenant  terminate its lease,  the  unamortized  portion of the in-place
lease  value  and  the  customer   relationship   value  and   above-market  and
below-market lease values would be charged to expense.

                                       19
<PAGE>
Revenue Recognition

Leases with  tenants are  accounted  for as  operating  leases.  Minimum  annual
rentals are recognized on a straight-line basis over the terms of the respective
leases.

The  Company  records  electricity  sales  under the  accrual  method  and these
revenues are recognized  upon delivery of electricity to the customers'  meters.
Electric  services  not billed by  month-end  are accrued  based upon  estimated
deliveries  to customers  as tracked and  recorded by the  Electric  Reliability
Council of Texas ("ERCOT")  multiplied by the Company's average billing rate per
kilowatt hour ("kwh") in effect at the time.

The  flow  technique  of  revenue   calculation  relies  upon  ERCOT  settlement
statements  to  determine  the  estimated  revenue  for a  given  month.  Supply
delivered to our  customers for the month,  measured on a daily basis,  provides
the basis for revenues.  ERCOT provides net electricity  delivered data in three
frames.  Initial daily settlements become available  approximately 17 days after
the day being  settled.  Approximately  45 days after the day being  settled,  a
resettlement  is provided to adjust the initial  settlement to the actual supply
delivered  based on  subsequent  comparison  of prior  forecasts to actual meter
reads processed.  A final resettlement is provided  approximately 180 days after
power is delivered,  marking the last routine settlement adjustment to the power
deliveries for that day.

Sales  represent the total  proceeds from energy sales,  including  pass through
charges  from the  TDSPs  billed  to the  customer  at cost.  Cost of goods  and
services ("COGS") include electric power purchased, sales commissions,  and pass
through  charges  from the  TDSPs in the areas  serviced  by the  Company.  TDSP
charges are costs for metering  services and  maintenance  of the electric grid.
TDSP charges are  determined  by  regulated  tariffs  established  by the Public
Utility Commission of Texas ("PUCT").

Bilateral  wholesale costs are incurred through  contractual  arrangements  with
wholesale power suppliers for firm delivery of power at a fixed volume and fixed
price. The Company is typically  invoiced for these wholesale volumes at the end
of each calendar month for the volumes  purchased for delivery during the month,
with payment due 10 to 20 days after the end of the month.

Balancing/ancillary  costs  are  based on the  aggregate  customer  load and are
determined  by ERCOT  through a  multiple  step  settlement  process.  Balancing
costs/revenues  are related to the  differential  between supply provided by the
Company through its bilateral  wholesale supply and the supply required to serve
the Company's  customer  load.  The Company  endeavors to minimize the amount of
balancing/ancillary  costs through its load  forecasting and forward  purchasing
programs.

Consolidation of Variable Interest Entities

We perform  evaluations  of each of our  investment  partnerships,  real  estate
partnerships  and  joint  ventures  to  determine  if  the  associated  entities
constitute a Variable Interest Entity, or VIE, as defined under  Interpretations
46 and 46R,  "Consolidation of Variable  Interest  Entities," or FIN 46 and 46R,
respectively. In general, a VIE is an entity that has (i) an insufficient amount
of  equity  for  the  entity  to  carry  on its  principal  operations,  without
additional  subordinated  financial support from other parties,  (ii) a group of
equity owners that are unable to make decisions  about the entity's  activities,
or (iii) equity that does not absorb the entity's losses or receive the benefits
of the entity.  If any one of these  characteristics  is present,  the entity is
subject to FIN 46R's variable interests consolidation model.

Quantifying  the  variability  of  VIEs is  complex  and  subjective,  requiring
consideration and estimates of a significant  number of possible future outcomes
as well as the  probability  of each  outcome  occurring.  The  results  of each
possible outcome are allocated to the parties holding  interests in the VIE and,
based on the allocation, a calculation is performed to determine which party, if
any, has a majority of the potential  negative  outcomes  (expected losses) or a
majority of the potential positive outcomes  (expected  residual returns).  That
party,  if any, is the VIE's primary  beneficiary and is required to consolidate
the VIE.  Calculating  expected losses and expected  residual  returns  requires
modeling potential future results of the entity, assigning probabilities to each
potential outcome, and allocating those potential outcomes to the VIE's interest
holders.  If our estimates of possible outcomes and probabilities are incorrect,
it could result in the  inappropriate  consolidation or  deconsolidation  of the
VIE.

For entities that do not  constitute  VIEs, we consider other GAAP, as required,
determining (i) consolidation of the entity if our ownership  interests comprise
a majority of its outstanding  voting stock or otherwise  control the entity, or
(ii)  application of the equity method of accounting if we do not have direct or
indirect control of the entity, with the initial investment carried at costs and
subsequently adjusted for our share of net income or less and cash contributions
and distributions to and from these entities.

Allowance for Doubtful Accounts

Our accounts  receivable balance is reduced by an allowance for amounts that may
become uncollectible in the future. Our receivable balance is composed primarily
of rents and  operating  cost  recoveries  due from its  tenants  and billed and
unbilled  customer  retail  electricity  usage  flowed for a given  period.  The
allowance for doubtful  accounts is reviewed at least  quarterly for adequacy by
reviewing such factors as the credit  quality of our tenants and customers,  any
delinquency in payment,  historical trends and current economic  conditions.  If
the  assumptions  regarding  our ability to collect  accounts  receivable  prove
incorrect,  we could  experience  write-offs  in  excess  of the  allowance  for
doubtful  accounts,  which would result in a decrease in net income. The Company
estimated  the  allowance  for  doubtful  accounts  related to W Power's  billed
account  receivables  to be  approximately  0.2%  percent  of W  Power's  retail
electricity  billed  revenue for the  quarter  ended June 30,  2007.  Due to the
limited  historical data, the Company regularly reviews the accounts  receivable
and  accordingly  makes  adjustments  in  estimating  the allowance for doubtful
accounts.

                                       20
<PAGE>
Stock Options

The  Company  accounts  for its  stock-based  compensation  in  accordance  with
Financial  Accounting  Standards  (SFAS) No. 123R,  Accounting  for  Stock-Based
Compensation.  In December 2004, the Financial Accounting Standards Board issued
Statement  123(R)  effective for small business issuers after December 15, 2005.
The new Statement requires mandatory  reporting of all stock-based  compensation
awards on a fair value basis of accounting. Generally, companies are required to
calculate  the fair value of all stock  awards and  amortize  that fair value as
compensation expense over the vesting period of the awards.

Results of Operations

Overview

For the six months ended June 30, 2007, the Company generated  earnings of $0.44
per share,  an increase of 63% over the same six months last year. This increase
in  profitability  was caused by two primary factors:  the Company's  withdrawal
from the real  estate  segment  and  growth  in  Priority  Power's  aggregation,
brokering and consulting businesses. As a reminder,  Priority Power was acquired
April 1, 2006,  so the  Company's  2006  numbers  only  include  three months of
Priority's  business.  Priority's  growth and the  Company's  reduced  debt as a
result of withdrawing  from the real estate business enabled the company to grow
earnings  despite a soft first half of the year for W Power due to  unseasonably
cool weather in Texas.

Revenues

Total operating revenues for the first half of 2007 were $6,825,474,  a decrease
of 23% versus the same six months in 2006, as shown in the table below:
<TABLE>
<CAPTION>
<S>                                             <C>                  <C>                  <C>
                                                            Six Months Ended
             Description                             6/30/07              6/30/06                Change
             --------------------------         ------------------   ------------------   --------------------
             Rental Revenue                     $                -   $        1,584,574   $        (1,584,574)
             Energy Management Fees                      1,851,244              676,806             1,174,438
             Retail Electricity Revenue                  4,974,230            6,560,655            (1,586,425)
                                                ------------------   ------------------   --------------------
             Total                              $        6,825,474   $        8,822,035   $        (1,996,561)
                                                ==================   ==================   ====================
</TABLE>

As shown above,  Rental Revenue was eliminated due to the Company's  disposition
of real  estate  assets,  as  described  in Note C.  Despite a 17%  increase  in
delivered  retail energy  volume,  W Power's  revenue fell by 24% due to reduced
wholesale  volumes and lower retail billing rates resulting from reduced natural
gas and electricity  prices in the wholesale  markets.  Priority Power's revenue
growth was caused primarily by 2007 consisting of six months versus three months
in 2006.  Additionally,  Priority Power's second quarter  year-over-year revenue
growth of 54% was driven primarily through new customer acquisition supplemented
by increased volume and expanded service offerings to existing customers.

Operating Expenses

Operating Expenses for the first half of 2007 decreased $1,925,103, a decline of
25% versus the same quarter in 2006.  The decline was driven by the  elimination
of expenses  associated with Real Estate  Operations  ($1,021,183 in 2006) and a
decrease  of  $1,660,123  in Cost of Goods and  Services,  driven  primarily  by
reduced  wholesale power supply rates  associated with W Power.  These decreases
were  partially  offset by an increase in General &  Administrative  expenses of
$812,635,  caused  primarily  by six months of Priority  Power  business in 2007
versus three months in 2006. In the second  quarter of 2007,  G&A increased over
last  year due to  commissions,  executive  bonuses,  corporate  accounting  and
governance costs, and investment in the redesign of ChooseEnergy.com,  an online
electricity broker owned by Priority Power.

Net Margin

The Company's net margin improved in the first half of 2007, primarily through
improvement in W Power profitability and growth in Priority Power's
higher-margin business, as shown in the table below (see Note K for more segment
financial data):
<TABLE>
<CAPTION>
<S>                                          <C>                                     <C>                       <C>
                                                            1H 2007                                     1H 2006
                                             ------------------ -------------------  ------------------ -------------------
           Segment                              Net Income         Net Margin %         Net Income         Net Margin %
           ------------------------------    ------------------ -------------------  ------------------ -------------------
           Real Estate                       $          81,270         N/A           $         197,930         12%
           Retail Electricity                          581,038         12%                     426,140          6%
           Energy Management & Consulting              912,558         49%                     262,171         39%
           Other (Corporate)                          (447,107)        N/A                    (199,129)        N/A
           Eliminations                               (110,405)        N/A                     (96,301)        N/A
                                             ------------------ -------------------  ------------------ -------------------
           Total                             $       1,017,354         15%                     590,811          7%
                                             ================== ===================  ================== ===================
</TABLE>

                                       21
<PAGE>
Book Value per Share

The primary metric that the Company's  management uses when making operating and
investment  decisions is Book Value per Share  ("BVPS").  BVPS is  calculated as
Total  Shareholder  Equity  divided  by  the  Fully  Diluted  Number  of  Shares
Outstanding  as of the  measurement  date.  Management's  belief  is that if the
Company  consistently  delivers increases in BVPS, it will maximize value to the
shareholder over the long term. As of June 30, 2007 the Company's BVPS is $2.59,
an increase of 17% during the first six months of 2007.

Analysis of Cash Flows

Operating Activities

During the first half of 2007,  net cash  provided by operating  activities  was
$1,055,126. This was driven by a number of factors:

     o    Net Income of $1,017,354

     o    An  increase  in  Accounts  Payable of  $239,744,  caused by timing of
          payment cycles;  this was offset by an increase in Accounts Receivable
          of  $229,567,  caused by the  timing of billing  cycles and  increased
          billings for W Power due to higher temperatures.

     o    An increase in Accrued  Liabilities  of $223,565  due to accruals  for
          executive  bonuses  and an  increase  in retail  electricity  customer
          deposits.

     o    An  increase  in  Deferred  Revenue of  $187,901,  caused by growth in
          Priority Power prepaid agreements.

Investing Activities

For the  first  half of 2007,  the net cash  used in  investing  activities  was
$1,876,321. This was driven by two primary activities:

     o    The Company  invested  $478,491 in the Hampshire  Plaza Garage Limited
          Partnership in exchange for an 18.017% interest in the partnership, as
          discussed in Note C.

     o    $1,347,425 was used to purchase marketable securities (see Note I).

Financing Activities

Net cash used in financing activities for the first half of 2007 was $250,678.
This entire amount is related to Fthe repayment of notes for the purchase of
Priority Power (the "NEMA" notes - See Note L).

Currently,  the Company has a net  operating  tax loss ("NOL")  carry forward in
excess of $30 million.  This NOL is mainly  related to the Company's  operations
prior to the Company  presenting  the 2002  business plan to  shareholders.  The
Company believes that the utilization,  without limitation, of the Company's NOL
will be determined by the ability of management to limit the issue of new equity
due to IRC Section 382 restrictions.  However, if an opportunity presents itself
that would be more valuable to the shareholders  than the approximate $2.5 to $5
million  present  value  we have  assigned  the NOL we  will  strongly  consider
pursuing the deal and would consider issuing equity to do so.

ITEM 3. Controls and Procedures

The Company has carried out an evaluation  under the  supervision of management,
including  the  Chairman  and Chief  Executive  Officer and the Chief  Financial
Officer,  of the  effectiveness  of the design and  operation  of the  Company's
disclosure  controls and  procedures.  Based on that  evaluation,  the Company's
Chairman and Chief Executive  Officer and Chief Financial Officer have concluded
that,  and have  reported  to the  Audit  Committee  of the  Company's  Board of
Directors that, management has identified certain deficiencies in the disclosure
controls and procedures.  The  deficiencies  noted were (a) a lack of documented
control  procedures (b) the lack of  segregation of duties and (c)  insufficient
supervision of the Company's  accounting  personnel.  The Company  believes such
deficiencies are primarily attributable to the Company currently having only one
full time employee at the corporate level and the continuing  development of the
Company's new start up subsidiary W Power and Light,  L.P.  Management  believes
that the deficiencies noted above do not materially interfere with the Company's
timely  disclosure  of  information  required to be  disclosed by the Company in
reports filed or submitted  under the Securities  Exchange Act 1934, as amended,
because  accounting  personnel  and  a  member  of  management  have  first-hand
knowledge of the daily transactions of the Company and that first-hand knowledge
enables such personnel to accumulate  and  communicate  such  information to the
Company's management,  including its principal executive and principal financial
officer  as  appropriate  to  allow  timely  decisions   regarding   disclosure.
Therefore the Chief  Executive  Officer and Chief Financial  Officer  concluded
that our disclosure  controls and procedures were effective as of the end of the
period  covered  by this  report  to  ensure  that  information  required  to be
disclosed by the Company in the reports that the Company  files or submits under
the Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms.

                                       22
<PAGE>

There  have  not been any  changes  in the  Company's  disclosure  controls  and
procedures  during  the  period  covered  by this  report  that have  materially
affected,   or  are  reasonably  likely  to  materially  affect,  the  Company's
disclosure controls and procedures over financial reporting.

PART II OTHER INFORMATION

ITEM 1.  Legal Proceedings

None to report.

ITEM 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

None to report.

ITEM 3.  Defaults Upon Senior Securities

None to report.

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

On May 30, 2007 the Company held its annual meeting of  Shareholders.  As of the
record  date for the  meeting,  there  were  2,290,589  shares of  common  stock
outstanding and eligible for voting.  Additionally,  there were preferred shares
with voting rights  equivalent to 1,036,650 shares of common stock (Preferred A:
333,333  shares,  Preferred  B:  233,317,  Preferred  C:  470,000).  The Company
received votes  representing  2,925,654  shares,  or 87.9% of the total eligible
shares, which constituted a quorum. The following proposals were voted on by the
shareholders:

Proposal 1
----------

Description:  To elect the  current  six  members of the Board of  Directors  to
another  one-year  term.  The  nominees  were:  Eric Oliver,  Jon Morgan,  Bruce
Edgington, Earl Gjelde, Don Blake and Randy Nicholson.

Results:  Each director  received over 99% of the eligible  votes;  the Board is
thus elected by a plurality of votes cast.

Proposal 2
----------

Description:  The approval and  ratification  of an amendment to the  employment
agreement of Pat Ennis,  VP of Priority Power, to allow him to receive a portion
of his salary as restricted stock.

Results:  This proposal  received  2,047,874  affirmative  votes,  or 70% of the
eligible votes;  the amendment of the employment  agreement of Pat Ennis is thus
approved and ratified.

Proposal 3
----------

Description:  The approval and  ratification  of an amendment to the  employment
agreement of John Bick,  Managing  Principal of Priority  Power, to allow him to
receive a portion of his salary as restricted stock.

Results:  This proposal  received  2,044,249  affirmative  votes,  or 61% of the
eligible votes;  the amendment of the employment  agreement of John Bick is thus
approved and ratified.

Proposal 4
----------
Description:  The approval and  ratification  of an amendment to the  employment
agreement  of  Kevin  Yung,  Chief  Operating  Officer  of Amen  Properties  and
President of W Power & Light, to expand the scope of his annual bonus to include
all energy-related businesses.

                                       23
<PAGE>
Results:  This proposal  received  2,027,411  affirmative  votes,  or 61% of the
eligible votes; the amendment of the employment  agreement of Kevin Yung is thus
approved and ratified.

ITEM 5.  Other Information

None to report.

ITEM 6.  Exhibits

(a) EXHIBITS:

EXHIBIT
NUMBER    DESCRIPTION
-------   -----------

3.1+      Certificate of Incorporation and Certificates of Amendments thereto of
          DIDAX INC.

3.1(a)+   Certificate of Correction regarding Certificate of Incorporation

3.1(b)**  Certificate of Amendment thereto of DIDAX INC.

3.2+++    Certificate of Amendment thereto of Crosswalk.com, Inc.

3.3+      Bylaws and amendments thereto of the Company

3.4~      Certificate of Designation for Series A Preferred Stock

3.4(a)~~  Amended Certificate of Designation for Series A Preferred Stock

3.5~~     Certification of Designation for Series B Preferred Stock

3.6***    Certificate of Amendment of Certificate of Incorporation dated May 26,
          2004

3.7@      Certificate of Designation for Series C Preferred Stock

4.1+      Warrant  Certificate  between the Company and Robert Varney dated July
          10, 1996

4.2+      Warrant  Certificate  between  the  Company  and Robert  Varney  dated
          September 26, 1996

4.3+      Warrant Certificate between the Company and Bruce Edgington dated July
          30, 1996

4.4+      Warrant  Certificate  between the Company  and Bruce  Edgington  dated
          October 30, 1996

4.5@      Form of Warrant Certificate dated March 1, 2005

10.1//    Asset Purchase Agreement between the Company and Blue Hill Media, Inc.
          dated December 13, 2002

10.2+     Form of Stock Option Agreement

10.3+     1997 Stock Option Plan

10.4*     1997 Stock Option Plan, as amended April 6, 1998

10.5*     1998 Stock Option Plan

10.6**    1998 Stock Option Plan, as amended February 26, 1999

10.7##    1998 Stock Option Plan, as amended March 3, 2000

10.8++    Stock Purchase  Agreement between the Company and A. Scott Dufford for
          Series A Preferred Stock dated September 29, 2000

                                       24
<PAGE>

10.9++    Stock  Purchase  Agreement  between the  Company  and John R.  Norw0od
          Norwood for Series A Preferred Stock dated September 29, 2000

10.10++   Stock Purchase Agreement between the Company and J.M. Mineral and Land
          Co. for Series A Preferred Stock dated September 29, 2000

10.11++   Stock Purchase Agreement between the Company and Jon M. Morgan Pension
          Plan for Series A Preferred Stock dated September 29, 2000

10.12++   Stock Purchase Agreement between the Company and Stallings Properties,
          Ltd. for Series A Preferred Stock dated September 29, 2000

10.13++   Stock Purchase  Agreement  between the Company and John D. Bergman for
          Series A Preferred Stock dated September 29, 2000

10.14++   Stock  Purchase  Agreement  between the Company and Julia Jones Family
          Trust for Series A Preferred Stock dated September 29, 2000

10.15++   Stock  Purchase   Agreement   between  the  Company  and  Dodge  Jones
          Foundation for Series A Preferred Stock dated September 29, 2000

10.16++   Stock  Purchase  Agreement  between the Company and Soft Op, L.P.  for
          Series A Preferred Stock dated September 29, 2000

10.17++   Stock Purchase Agreement between the Company and Lighthouse  Partners,
          L.P. for Series A Preferred Stock dated September 29, 2000

10.18++   Stock Purchase  Agreement between the Company and Ray McGlothlin,  Jr.
          for Series A Preferred Stock dated September 29, 2000

10.19++   Stock  Purchase  Agreement  between  the  Company and Gary J. Lamb for
          Series A Preferred Stock dated September 29, 2000

10.20++   Stock Purchase  Agreement between the Company and Frosty Gilliam,  Jr.
          for Series A Preferred Stock dated September 29, 2000

10.21++   Stock Purchase  Agreement  between the Company and Bruce Edgington for
          Series B Preferred Stock dated December 31, 2001

10.22++   Stock  Purchase   Agreement   between  the  Company  and  Dodge  Jones
          Foundation for Series B Preferred Stock dated December 31, 2001

10.23++   Stock  Purchase  Agreement  between the Company and Earl E. Gjelde for
          Series B Preferred Stock dated December 31, 2001

10.24++   Stock  Purchase  Agreement  between  the Company and Jon M. Morgan for
          Series B Preferred Stock dated December 31, 2001

10.25++   Stock  Purchase  Agreement  between the Company and Soft Op, L.P.  for
          Series B Preferred Stock dated December 31, 2001

10.26++   Annex to the Stock  Purchase  Agreement  for Series A Preferred  Stock
          dated September 29, 2000

10.27#    Agreement to Suspend  Dividends and Consent of the Holders of Series A
          Preferred Stock of Amen Properties, Inc. dated May 30, 2003.

10.28#    Agreement  to  Suspend  Dividends  and  Consent of Holders of Series B
          Convertible  Preferred  Stock of Amen  Properties,  Inc. dated May 30,
          2003.

10.29^    Consent,  Waiver and  Amendment  of the  holders of Series A Preferred
          Stock dated January 2005 (identical copy executed by each holder)

                                       25
<PAGE>

10.30^    Consent,  Waiver and  Amendment  of the  holders of Series B Preferred
          Stock dated January 2005 (identical copy executed by each holder)

10.31++   Annex to the Stock  Purchase  Agreement  for Series B Preferred  Stock
          dated December 31, 2001

10.32//   Agreement  and Transfer of Limited  Partnership  Interest  between the
          Company and the Selling Partners of TCTB Partners,  Ltd. dated October
          31, 2002

10.33//   Amended Promissory Note between the Company and A. Scott Dufford dated
          October 31, 2002,  with schedule  describing all  outstanding  Amended
          Promissory  Notes between the Company and the Selling Partners of TCTB
          Partners,  Ltd, which are identical other than  differences  stated in
          the schedule.

10.34//   Credit  Agreement  between  TCTB  Partners,  Ltd. and Wells Fargo Bank
          Texas, N.A. dated June 5, 2002, the exhibits of which are not included
          due to their size.

10.35//   Lease Agreement between TCTB Partners,  Ltd. and Bank of America, N.A.
          dated September 30, 2003.

10.36//   Lease  Agreement  between  TCTB  Partners,  Ltd.  and Pioneer  Natural
          Resources USA, Inc. dated April 4, 2000.

10.38###  Employment and Noncompetition  Agreement between the Company and Kevin
          Yung dated as of July 1, 2004

10.39@@   Agreement  to  Distribute  Assets  among TCTB  Partners,  Ltd. and its
          partners dated as of December 31, 2004

10.40@@   Purchase Agreement between certain partners of TCTB Partners, Ltd. and
          1500 Broadway Partners, Ltd. dated as of December 31, 2004

10.41@    Securities   Purchase   Agreement  between  the  Company  and  certain
          investors  dated  January 18,  2005,  as amended by a First  Amendment
          dated January 28, 2005 and a Second Amendment dated February 28, 2005

10.42@    Loan Agreement between Amen Properties, Inc. and Western National Bank

10.43@    Western National Bank Revolving Line of Credit Note

11        Statement of computation of earnings per share

21.1      Subsidiaries of the Company

31.1      Certification of Chief Executive Officer.

31.2      Certification of Chief Financial Officer.

32.1      Certification of Chief Executive Officer Pursuant to 18 USC ss.1350.

32.2      Certification of Chief Financial Officer Pursuant to 18 USC ss.1350.

99.1      Press release regarding March 31, 2006 Quarterly Report on Form 10-QSB


+ Incorporated by reference to the Company's Registration Statement on Form SB-2
declared  effective by the Securities  and Exchange  Commission on September 24,
1997, SEC File No. 333-25937

++ Incorporated  by reference to the Company's  Annual Report on Form 10-K filed
with the Securities and Exchange  Commission on March 29, 2002, amended July 25,
2002 and August 14, 2002.

+++ Filed as an Appendix to the Company's Proxy Statement on Schedule 14-A filed
with the Securities and Exchange Commission on January 13, 2003.

*  Incorporated  by  reference  to the  Company's  Registration  Statement  Post
Effective  Amendment No. 1 to Form SB-2 declared effective by the Securities and
Exchange Commission on July 2, 1998, SEC File No. 333-25937

** Incorporated  by reference to the Company's  Annual Report on Form 10-K filed
with the Securities and Exchange Commission on March 30, 2000.

                                       26
<PAGE>

*** Incorporated by reference to the Company's Report on Form 8-K filed with the
Securities and Exchange Commission on June 10, 2004.

# Incorporated  by reference to the Company's Form 8-K filed with the Securities
and Exchange Commission on June 4, 2003.

## Filed as an Appendix to the Company's  Proxy Statement on Schedule 14-A filed
with the Securities and Exchange Commission on March 30, 2000.

### Incorporated by reference to the Company's Report on Form 8-K filed with the
Securities and Exchange Commission on August 13, 2004

~ Incorporated by reference to the Company's  Registration Statement on Form S-3
declared  effective by the  Securities  and Exchange  Commission  on December 1,
2000, SEC File No. 333-49126

~~ Incorporated by reference to the Company's Registration Statement on Form S-3
filed with the Securities and Exchange Commission on April 5, 2002, SEC file No.
333-85636

// Incorporated  by reference to the Company's  Annual Report on Form 10-K filed
with the Securities and Exchange Commission on March 24, 2003.

@ Incorporated  by reference to the Company's  Report on Form 8-K filed with the
Securities and Exchange Commission on March 4, 2005.

@@ Incorporated by reference to the Company's  Report on Form 8-K filed with the
Securities and Exchange Commission on January 4, 2005.

^  Incorporated  by reference to the Company's  Annual Report on Form 10-K filed
with the Securities and Exchange Commission on March 31, 2005.

                                       27
<PAGE>

SIGNATURES

In accordance with the  requirements of Section 13 or 15(d) of the Exchange Act,
the  registrant  has  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.


                        AMEN Properties, Inc.


May 22, 2008                By: /s/ Jon Morgan
                            --------------
                            Jon Morgan,
                            Chief Executive Officer


May 22, 2008                By: /s/ Kris Oliver
                            ---------------
                            Kris Oliver,
                            Chief Financial Officer and Secretary

                                       28
<PAGE>
INDEX TO EXHIBITS


EXHIBIT
NUMBER    DESCRIPTION
--------  -----------

3.1+      Certificate of Incorporation and Certificates of Amendments thereto of
          DIDAX INC.

3.1(a)+   Certificate of Correction regarding Certificate of Incorporation

3.1(b)**  Certificate of Amendment thereto of DIDAX INC.

3.2+++    Certificate of Amendment thereto of Crosswalk.com, Inc.

3.3+      Bylaws and amendments thereto of the Company

3.4~      Certificate of Designation for Series A Preferred Stock

3.4(a)~~  Amended Certificate of Designation for Series A Preferred Stock

3.5 ~~    Certification of Designation for Series B Preferred Stock

3.6***    Certificate of Amendment of Certificate of Incorporation dated May 26,
          2004

3.7@      Certificate of Designation for Series C Preferred Stock

4.1+      Warrant  Certificate  between the Company and Robert Varney dated July
          10, 1996

4.2+      Warrant  Certificate  between  the  Company  and Robert  Varney  dated
          September 26, 1996

4.3+      Warrant Certificate between the Company and Bruce Edgington dated July
          30, 1996

4.4+      Warrant  Certificate  between the Company  and Bruce  Edgington  dated
          October 30, 1996

4.5@      Form of Warrant Certificate dated March 1, 2005

10.1//    Asset Purchase Agreement between the Company and Blue Hill Media, Inc.
          dated December 13, 2002

10.2+     Form of Stock Option Agreement

10.3+     1997 Stock Option Plan

10.4*     1997 Stock Option Plan, as amended April 6, 1998

10.5*     1998 Stock Option Plan

10.6**    1998 Stock Option Plan, as amended February 26, 1999

10.7##    1998 Stock Option Plan, as amended March 3, 2000

10.8++    Stock Purchase  Agreement between the Company and A. Scott Dufford for
          Series A Preferred Stock dated September 29, 2000

10.9++    Stock Purchase  Agreement  between the Company and John R. Norwood for
          Series A Preferred Stock dated September 29, 2000

10.10++   Stock Purchase Agreement between the Company and J.M. Mineral and Land
          Co. for Series A Preferred Stock dated September 29, 2000

10.11++   Stock Purchase Agreement between the Company and Jon M. Morgan Pension
          Plan for Series A Preferred Stock dated September 29, 2000

                                       29
<PAGE>

10.12++   Stock Purchase Agreement between the Company and Stallings Properties,
          Ltd. for Series A Preferred Stock dated September 29, 2000

10.13++   Stock Purchase  Agreement  between the Company and John D. Bergman for
          Series A Preferred Stock dated September 29, 2000

10.14++   Stock  Purchase  Agreement  between the Company and Julia Jones Family
          Trust for Series A Preferred Stock dated September 29, 2000

10.15++   Stock  Purchase   Agreement   between  the  Company  and  Dodge  Jones
          Foundation for Series A Preferred Stock dated September 29, 2000

10.16++   Stock  Purchase  Agreement  between the Company and Soft Op, L.P.  for
          Series A Preferred Stock dated September 29, 2000

10.17++   Stock Purchase Agreement between the Company and Lighthouse  Partners,
          L.P. for Series A Preferred Stock dated September 29, 2000

10.18++   Stock Purchase  Agreement between the Company and Ray McGlothlin,  Jr.
          for Series A Preferred Stock dated September 29, 2000

10.19++   Stock  Purchase  Agreement  between  the  Company and Gary J. Lamb for
          Series A Preferred Stock dated September 29, 2000

10.20++   Stock Purchase  Agreement between the Company and Frosty Gilliam,  Jr.
          for Series A Preferred Stock dated September 29, 2000

10.21++   Stock Purchase  Agreement  between the Company and Bruce Edgington for
          Series B Preferred Stock dated December 31, 2001

10.22++   Stock  Purchase   Agreement   between  the  Company  and  Dodge  Jones
          Foundation for Series B Preferred Stock dated December 31, 2001

10.23++   Stock  Purchase  Agreement  between the Company and Earl E. Gjelde for
          Series B Preferred Stock dated December 31, 2001

10.24++   Stock  Purchase  Agreement  between  the Company and Jon M. Morgan for
          Series B Preferred Stock dated December 31, 2001

10.25++   Stock  Purchase  Agreement  between the Company and Soft Op, L.P.  for
          Series B Preferred Stock dated December 31, 2001

10.26++   Annex to the Stock  Purchase  Agreement  for Series A Preferred  Stock
          dated September 29, 2000

10.27#    Agreement to Suspend  Dividends and Consent of the Holders of Series A
          Preferred Stock of Amen Properties, Inc. dated May 30, 2003.

10.28#    Agreement  to  Suspend  Dividends  and  Consent of Holders of Series B
          Convertible  Preferred  Stock of Amen  Properties,  Inc. dated May 30,
          2003.

10.29^    Consent,  Waiver and  Amendment  of the  holders of Series A Preferred
          Stock dated January 2005 (identical copy executed by each holder)

10.30^    Consent,  Waiver and  Amendment  of the  holders of Series B Preferred
          Stock dated January 2005 (identical copy executed by each holder)

10.31++   Annex to the Stock  Purchase  Agreement  for Series B Preferred  Stock
          dated December 31, 2001

10.32//   Agreement  and Transfer of Limited  Partnership  Interest  between the
          Company and the Selling Partners of TCTB Partners,  Ltd. dated October
          31, 2002

                                       30
<PAGE>

10.33//   Amended Promissory Note between the Company and A. Scott Dufford dated
          October 31, 2002,  with schedule  describing all  outstanding  Amended
          Promissory  Notes between the Company and the Selling Partners of TCTB
          Partners,  Ltd, which are identical other than  differences  stated in
          the schedule.

10.34//   Credit  Agreement  between  TCTB  Partners,  Ltd. and Wells Fargo Bank
          Texas, N.A. dated June 5, 2002, the exhibits of which are not included
          due to their size.

10.35//   Lease Agreement between TCTB Partners,  Ltd. and Bank of America, N.A.
          dated September 30, 2003.

10.36//   Lease  Agreement  between  TCTB  Partners,  Ltd.  and Pioneer  Natural
          Resources USA, Inc. dated April 4, 2000.

10.38###  Employment and Noncompetition  Agreement between the Company and Kevin
          Yung dated as of July 1, 2004

10.39@@   Agreement  to  Distribute  Assets  among TCTB  Partners,  Ltd. and its
          partners dated as of December 31, 2004

10.40@@   Purchase Agreement between certain partners of TCTB Partners, Ltd. and
          1500 Broadway Partners, Ltd. dated as of December 31, 2004

10.41@    Securities   Purchase   Agreement  between  the  Company  and  certain
          investors  dated  January 18,  2005,  as amended by a First  Amendment
          dated January 28, 2005 and a Second Amendment dated February 28, 2005

10.42@    Loan Agreement between Amen Properties, Inc. and Western National Bank

10.43@    Western National Bank Revolving Line of Credit Note

11        Statement of computation of earnings per share

21.1      Subsidiaries of the Company

31.1      Certification of Chief Executive Officer.

31.2      Certification of Chief Financial Officer.

32.1      Certification of Chief Executive Officer Pursuant to 18 USC ss.1350.

32.2      Certification of Chief Financial Officer Pursuant to 18 USC ss.1350.

99.1      Press release regarding March 31, 2006 Quarterly Report on Form 10-QSB

+ Incorporated by reference to the Company's Registration Statement on Form SB-2
declared  effective by the Securities  and Exchange  Commission on September 24,
1997, SEC File No. 333-25937

++ Incorporated  by reference to the Company's  Annual Report on Form 10-K filed
with the Securities and Exchange  Commission on March 29, 2002, amended July 25,
2002 and August 14, 2002.

+++ Filed as an Appendix to the Company's Proxy Statement on Schedule 14-A filed
with the Securities and Exchange Commission on January 13, 2003.

*  Incorporated  by  reference  to the  Company's  Registration  Statement  Post
Effective  Amendment No. 1 to Form SB-2 declared effective by the Securities and
Exchange Commission on July 2, 1998, SEC File No. 333-25937

** Incorporated  by reference to the Company's  Annual Report on Form 10-K filed
with the Securities and Exchange Commission on March 30, 2000.

*** Incorporated by reference to the Company's Report on Form 8-K filed with the
Securities and Exchange Commission on June 10, 2004.

# Incorporated  by reference to the Company's Form 8-K filed with the Securities
and Exchange Commission on June 4, 2003.

## Filed as an Appendix to the Company's  Proxy Statement on Schedule 14-A filed
with the Securities and Exchange Commission on March 30, 2000.

                                       31
<PAGE>

### Incorporated by reference to the Company's Report on Form 8-K filed with the
Securities and Exchange Commission on August 13, 2004

~ Incorporated by reference to the Company's  Registration Statement on Form S-3
declared  effective by the  Securities  and Exchange  Commission  on December 1,
2000, SEC File No. 333-49126

~~ Incorporated by reference to the Company's Registration Statement on Form S-3
filed with the Securities and Exchange Commission on April 5, 2002, SEC file No.
333-85636

// Incorporated  by reference to the Company's  Annual Report on Form 10-K filed
with the Securities and Exchange Commission on March 24, 2003.

@ Incorporated  by reference to the Company's  Report on Form 8-K filed with the
Securities and Exchange Commission on March 4, 2005.

@@ Incorporated by reference to the Company's  Report on Form 8-K filed with the
Securities and Exchange Commission on January 4, 2005.

^  Incorporated  by reference to the Company's  Annual Report on Form 10-K filed
with the Securities and Exchange Commission on March 31, 2005.

                                       32