UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q

[X] Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange
    Act of 1934

                For the Quarterly Period Ended September 30, 2008

                                       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 Registrant 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)
          -------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)


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

Indicate by check mark 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 large accelerated filer, an
accelerated filer, and non-accelerated filer, or a smaller reporting company.
See the definitions of "large accelerated filer", "accelerated filer" and
"smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer | |                          Accelerated Filer | |
Non-accelerated filer | | (Do not check if a smaller reporting company)
Smaller reporting company |X|

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

<PAGE>

Indicate by check mark 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: 3,777,655 shares outstanding as of November 14,
2008.

<PAGE>

                                      INDEX

Part I.  FINANCIAL INFORMATION                                              PAGE

Item 1.  Consolidated Financial Statements

         Consolidated Balance Sheets at September 30, 2008 (Unaudited) and
         December 31, 2007 (Audited)                                          1

         Consolidated Statements of Operations and Comprehensive Income --
         for the three and nine months ended September 30, 2008 and 2007
         (Unaudited)                                                          3

         Consolidated Statements of Cash Flows-- for the nine months ended
         September 30, 2008 and 2007 (Unaudited)                              5

         Notes to Consolidated Financial Statements (Unaudited)               6

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations                                               27

Item 3.  Quantitative and Qualitative Disclosures About Market Risk          32

Item 4T. Controls and Procedures                                             32

Part II. OTHER INFORMATION

Item 1.  Legal Proceedings                                                   33

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds         33

Item 3   Defaults Upon Senior Securities                                     33

Item 4   Submission of Matters to a Vote of Security Holders                 33

Item 5   Other Information                                                   33

Item 6   Exhibits                                                            33

Signatures                                                                   36

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.

<PAGE>

                     AMEN Properties, Inc. and Subsidiaries
                           CONSOLIDATED BALANCE SHEETS

                                     ASSETS

                                                   September 30,    December 31,
                                                       2008             2007
                                                   -------------   -------------
                                                    (Unaudited)      (Audited)
CURRENT ASSETS
  Cash and Cash Equivalents                        $  3,102,700    $  1,520,852
  Accounts Receivable, net of allowance of
   $103,538 and $17,232 at September 30, 2008 and
   December 31, 2007, respectively                      500,468       1,808,946
  Current Available-for-Sale Securities                 386,489       3,680,550
  Restricted Cash Equivalents                           537,000              --
  Other Current Assets                                  121,987         231,260
                                                   -------------   -------------
    Total Current Assets                              4,648,644       7,241,608

RESTRICTED CASH EQUIVALENTS                                  --       2,197,000

PROPERTY AND EQUIPMENT                                  117,719         177,771

OIL AND GAS INVESTMENTS IN SFF GROUP                  8,842,781      10,022,389

OIL AND GAS INVESTMENT IN YARBOROUGH ALLEN FIELD      1,681,000              --

INVESTMENT IN REAL ESTATE                             2,357,182       2,311,443

OIL AND GAS ROYALTY INTERESTS                           124,478         126,528

LONG-TERM INVESTMENTS                                    62,350          62,350

OTHER ASSETS
  Goodwill                                            2,916,085       2,916,085
  Deferred Costs                                          6,000           6,000
  Deposits and Other Assets                             406,317         500,856
                                                   -------------   -------------
    Total Other Assets                                3,328,402       3,422,941
                                                   -------------   -------------

        TOTAL ASSETS                               $ 21,162,556    $ 25,562,030
                                                  ==============   =============


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

                                       1
<PAGE>

                     AMEN Properties, Inc. and Subsidiaries
                           CONSOLIDATED BALANCE SHEETS


                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                   September 30,    December 31,
                                                       2008             2007
                                                   -------------   -------------
                                                    (Unaudited)      (Audited)

CURRENT LIABILITIES
  Accounts Payable                                 $    182,883    $    796,540
  Accrued Liabilities                                   273,549         718,991
  Deferred Revenue                                       65,744          26,519
  Income and Franchise Taxes Payable                     59,006          32,656
  Short-Term Obligations                              1,632,559         698,593
  Short-Term Related-Party Obligations                1,076,441       5,510,407
  Current Portion of Long-Term Obligations              122,213         115,375
  Current Portion of Related-Party Obligations          387,313         375,286
                                                   -------------   -------------
    Total Current Liabilities                         3,799,708       8,274,367

OTHER LIABILITIES
  Long-Term Obligations, less current portion
    Financial Institutions and Other Creditors          638,012         730,545
    Related-Party Obligations                         1,585,979       1,893,540
                                                   -------------   -------------
    Total Other Liabilities                           2,223,991       2,624,085


COMMITMENTS and CONTINGENCIES                                --              --

STOCKHOLDERS' EQUITY
  Preferred Stock, $.001 par value; 5,000,000
   shares authorized 429,100 Series "D" shares
   issued and outstanding                                   429             429
  Common Stock, $.01 par value; 20,000,000 shares
   authorized; 3,777,655 and 3,716,182 shares
   issued and outstanding at September 30, 2008
   and December 31, 2007, respectively                   37,777          37,162
  Additional Paid-in Capital                         49,875,583      49,445,241
  Accumulated Deficit                               (34,791,294)    (35,062,245)
  Accumulated Other Comprehensive Income                 16,362         242,991
                                                   -------------   -------------
      Total Stockholders' Equity                     15,138,857      14,663,578
                                                   -------------   -------------


       TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $ 21,162,556    $ 25,562,030
                                                  ==============   =============


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

                                       2
<PAGE>

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

                                           For the Three Months             For the Nine Months
                                            Ended September 30,             Ended September 30,
                                        --------------------------     ----------------------------
                                            2008          2007              2008           2007
                                        ------------  ------------     -------------   ------------
OPERATING REVENUE
 Energy Management Fees                 $ 1,146,305   $ 1,168,635      $  3,532,763   $  2,947,097
                                        ------------  ------------     -------------   ------------
  Total Operating Revenue                 1,146,305     1,168,635         3,532,763      2,947,097
                                        ------------  ------------     -------------   ------------

OPERATING EXPENSE
 Cost of Goods and Services                 129,116       237,269           450,188        459,820
 General and Administrative                 942,682       586,699         2,562,655      1,630,152
 Depreciation, Amortization and
  Depletion                                  39,570        33,605           132,353         54,374
 Corporate Tithing                               --        36,186           112,397        157,569
                                        ------------  ------------     -------------   ------------
  Total Operating Expenses                1,111,368       893,759         3,257,593      2,301,915
                                        ------------  ------------     -------------   ------------
INCOME FROM OPERATIONS                       34,937       274,876           275,170        645,182
                                        ------------  ------------     -------------   ------------

OTHER INCOME (EXPENSE)
 Interest Income                              3,428        79,316             7,546        155,934
 Interest Expense                           (92,759)      (85,126)         (311,368)      (208,740)
 Gain on Sale of Investments                 18,063            --           552,794             --
 Income from Real Estate Investment          25,156         8,908            45,739         81,627
 Income from SFF Group Investment           574,243            --         1,420,390             --
 Yarborough Allen Field Income               36,534            --            36,534             --
 Other Income                                19,485        17,860            62,323         46,320
                                        ------------  ------------     -------------   ------------
  Total Other Income                        584,150        20,958         1,813,958         75,141
                                        ------------  ------------     -------------   ------------

INCOME FROM CONTINUING OPERATIONS BEFORE
 INCOME TAXES AND MINORITY INTEREST         619,087       295,834         2,089,128        720,323

INCOME TAXES                                 (5,000)           --           (74,392)            --
MINORITY INTEREST                                --            --                --            900
                                        ------------  ------------     -------------   ------------

INCOME FROM CONTINUING OPERATIONS           614,087       295,834         2,014,736        721,223

INCOME (LOSS) FROM DISCONTINUED
 OPERATIONS                                (251,769)      (17,856)       (1,470,232)       574,109
                                        ------------  ------------     -------------   ------------

NET INCOME                                  362,318       277,978           544,504      1,295,332
                                        ------------  ------------     -------------   ------------

PREFERRED STOCK DIVIDENDS                   (91,183)           --          (273,551)            --

    NET INCOME APPLICABLE TO COMMON
     SHAREHOLDERS                       $   271,135   $   277,978      $    270,953    $ 1,295,332
                                        ============  ============     =============   ============

Income from Continuing Operations per
 Common Share (Basic)                   $      0.16   $      0.11      $       0.56   $       0.29
                                        ============  ============     =============   ============

Income from Continuing Operations per
 Common Share (Diluted)                 $      0.16   $      0.08      $       0.55   $       0.20
                                        ============  ============     =============   ============
</TABLE>

                                       3
<PAGE>

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

                                           For the Three Months             For the Nine Months
                                            Ended September 30,             Ended September 30,
                                        --------------------------     ----------------------------
                                            2008          2007              2008           2007
                                        ------------  ------------     -------------   ------------
Income (Loss) from Discontinued
 Operations per Common Share (Basic)    $     (0.07)  $     (0.01)     $      (0.39)   $      0.23
                                        ============  ============     =============   ============

Income (Loss) from Discontinued
 Operations per Common Share (Diluted)  $     (0.07)  $      0.00      $      (0.38)   $      0.16
                                        ============  ============     =============   ============

Net Income per Common Share (Basic)     $      0.09   $      0.10      $       0.17    $      0.52
                                        ============  ============     =============   ============

Net Income per Common Share (Diluted)   $      0.09   $      0.08      $       0.14    $      0.36
                                        ============  ============     =============   ============

Weighted Average Number of Common Shares
 Outstanding - Basic                      3,773,326     2,755,031         3,751,858      2,447,104
Weighted Average Number of Common Shares
 Outstanding - Diluted                    3,847,982     3,708,932         3,828,356      3,692,820

OTHER COMPREHENSIVE INCOME
 Net Income                             $   271,135   $   277,978      $    270,953    $ 1,295,332
 Unrealized Gain (Loss) on Investment        16,362       (56,176)           16,362        (57,474)
                                        ------------  ------------     -------------   ------------
  Comprehensive Income                  $   287,497   $   221,802      $    287,315    $ 1,237,858
                                        ============  ============     =============   ============
</TABLE>
 The accompanying summary of accounting policies and footnotes are an integral
                part of these consolidated financial statements.

                                       4
<PAGE>

                     AMEN Properties, Inc. and Subsidiaries
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                         Nine Months Ended September 30,
                                   (Unaudited)

                                                        2008           2007
                                                    -------------  -------------
Cash Flows From Operating Activities
 Income From Continuing Operations:                 $  2,014,736   $    721,223
 Adjustments to Reconcile Income From Continuing
  Operations to Net Cash Provided By Continuing
  Operations Depreciation, Amortization and
  Depletion                                              132,353         54,374
  Gain on Sale of Investments                           (552,794)            --
  Equity Income from Real Estate Investment              (45,739)       (81,627)
  Equity Income from SFF Group Investment             (1,420,390)            --
  Minority Interest                                           --           (900)
 Changes in Operating Assets and Liabilities
  Accounts Receivable                                    199,714       (117,704)
  Other Receivables                                       20,400           (179)
  Other Assets                                            18,968         16,703
  Accounts Payable                                       (58,134)        82,081
  Accrued and Other Liabilities                           61,299        115,293
  Deferred Revenue                                        39,225         33,774
                                                    -------------  -------------

    Net Cash Provided By Continuing Operations           409,638        823,038

Cash Flows From Discontinued Operations:
    Cash Flows (Used By) Provided By Discontinued
     Operating Activities                             (1,001,749)       385,585
                                                    -------------  -------------
    Net Cash (Used By) Provided By Operating
     Activities                                         (592,111)     1,208,623
                                                    -------------  -------------

Cash Flows From Investing Activities
 Decrease in Restricted Cash Equivalents               1,660,000             --
 Purchases of Property and Equipment                     (33,128)       (55,860)
 Purchases of Property and Equipment for
  Discontinued Operations                                     --        (27,154)
 Impairment of Discontinued Assets                        32,939             --
 Proceeds from Liquidation of Santa Fe Energy Trust
  Investment                                           3,972,290             --
 Purchase of Investments                                (352,064)    (2,186,354)
 Purchase of Yarborough Allen Field Assets            (1,681,000)            --
 Investment in Real Estate                                    --       (478,491)
 Net Cash Used in Acquisition of Codgill
  Enterprises, Inc.                                           --         (6,000)
 SFF Group Distributions                               2,599,998             --
                                                    -------------  -------------

    Net Cash Provided By (Used In) Investing
     Activities                                        6,199,035     (2,753,859)
                                                    -------------  -------------

Cash Flows From Financing Activities
 Repayments of Notes Payable                          (3,881,229)      (353,371)
 Net Proceeds from Exercise of Stock Options              54,700             --
 Net Proceeds from Exercise of Warrants                   75,004         37,500
 Payment of Preferred Dividends                         (273,551)            --
                                                    -------------  -------------
    Net Cash (Used In) Financing Activities           (4,025,076)      (315,871)
                                                    -------------  -------------

Net Increase (Decrease) in Cash and Cash Equivalents   1,581,848     (1,861,107)

Cash and Cash Equivalents at Beginning of Period       1,520,852      4,457,208
                                                    -------------  -------------
Cash and Cash Equivalents at End of Period          $  3,102,700   $  2,596,101
                                                    =============  =============

Cash Paid During Period for:
 Interest                                           $    344,024   $    184,639

                                       5
<PAGE>

                                                        2008           2007
                                                    -------------  -------------
Non-Cash Investing and Financing Activities:
 Unrealized Gain (Loss) on Marketable Securities        (226,629)       (57,474)
 Stock Issued for Compensation                           301,251        (71,336)
 Long Term Investment Financed with Margin Account            --      1,251,205
 Acquisition of Cogdill Enterprises and Assumption
  of Note Payable                                             --        456,740
 Acquisition of Cogdill Enterprises and Associated
  Contract Rights                                             --       (456,740)

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

                                       6
<PAGE>

                     AMEN Properties, Inc. and Subsidiaries
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2008
                                   (Unaudited)



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

     1.   Organization

     Company Background

          o    The Company was originally incorporated as DIDAX, Inc, in January
               1997
          o    Until December 2002 the Company operated under the name
               Crosswalk.com; its primary businesses were operation of the
               Christian web portal crosswalk.com(TM) and a direct mail
               advertising service.
          o    During the last quarter of 2002, the Company sold substantially
               all of its assets with the exception of the Company's accumulated
               Net Operating Loss ("NOL") and changed its name to AMEN
               Properties, Inc.
          o    A revised business plan was approved by the shareholders in 2002,
               and called for the Company to grow via the selective acquisition
               of cash-generating assets in three categories:
               o    Commercial real estate in secondary stagnant markets
               o    Commercial real estate in out of favor growth markets
               o    Oil and gas royalties

     During the time the Company operated as Crosswalk.com, it generated a Net
     Operating Loss in excess of $30 million. Provisions in the United States
     Federal Tax Code dictate that a significant ownership change (in excess of
     50% in a three-year period) would eliminate the Company's ability to use
     the NOL to offset its Federal Income Tax liability. It is the Company's
     intention to preserve its NOL, which requires funding our growth without
     access to many traditional sources of capital which would result in a
     significant change in ownership.

     Company Organization

     In initiating the 2002 business plan the Company, in October 2002, formed
     the following entities:

          o    NEMA Properties LLC, ("NEMA") a Nevada limited liability company
               100% owned by AMEN
          o    AMEN Delaware LP, (the "Delaware Partnership") a Delaware limited
               partnership owned 99% by NEMA as the sole limited partner and 1%
               by AMEN, as the sole general partner
          o    AMEN Minerals LP, (the "Minerals Partnership") a Delaware limited
               partnership, owned 99% by NEMA as the sole limited partner and 1%
               by AMEN, as the sole general partner.

     On July 30, 2004, the Company formed W Power and Light LP, (the "W Power
     Partnership") a Delaware limited partnership owned 99% by NEMA as the sole
     limited partner and 1% by AMEN, as the sole general partner. (See Note R).
     On May 18, 2006, the Company acquired 100% of Priority Power Management,
     Ltd. and Priority Power Management Dallas, Ltd., (collectively the "PPM
     Partnership") effective April 1, 2006. Priority Power is owned 1% by AMEN,
     as the sole general partner, and 99% by NEMA, as the sole limited Partner.

     Corporate Reorganization

     On December 17, 2007, the Company approved a corporate reorganization (the
     "Reorganization") effective January 1, 2008. As part of the Reorganization,
     the Delaware Partnership, the Minerals Partnership, the PPM Partnership,
     and the W Power Partnership were each converted from limited partnerships
     into limited liability companies with AMEN owning 100% of the shares and as
     the sole managing member of each entity. The converted entities are:

          o    AMEN Delaware, LLC, ("Delaware")
          o    AMEN Minerals, LLC, ("Minerals")
          o    NEMA Properties, LLC , ("NEMA")
          o    Priority Power Management, LLC ("Priority Power")
          o    W Power and Light, LLC, ("W Power")

                                       7
<PAGE>

                     AMEN Properties, Inc. and Subsidiaries
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2008
                                   (Unaudited)

     On May 31, 2008, as part of the Reorganization NEMA was converted from a
     Nevada Limited Liability Company to a Texas Limited Liability Company.

     Standard Reference

     As used herein, the terms "Company" and "AMEN" and references to "we" and
     "our" refer to all of AMEN Properties, Inc., NEMA, Delaware, the Delaware
     Partnership, Minerals, the Minerals Partnership, and W Power, the W Power
     Partnership, Priority Power, and the Priority Power Partnership unless the
     context otherwise requires.

     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.

     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 $2,842,835 as of September 30, 2008. Disclosure
     about fair value of financial instruments is based on pertinent information
     available to management as of September 30, 2008.

     6.   Accounts Receivable

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

                                       8
<PAGE>

                     AMEN Properties, Inc. and Subsidiaries
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2008
                                   (Unaudited)

     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. As of September
     30, 2008, W Power no longer has any unbilled revenue. W Power's allowance
     for doubtful accounts at September 30, 2008 was $103,538. This amount is
     equal to the entire receivable balance. Management believes further
     collections from W Power customers are unlikely given the age of the
     accounts and the Company's exit from the retail electric business.

     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
     September 30, 2008.

     At September 30, 2008 accounts receivable consisted of the following:

          Billed Aggregation fees                             $ 372,414
          Unbilled Aggregation fees                             127,898
          Other receivables                                         156
                                                              ----------
          Accounts receivable, net                            $ 500,468
                                                              ==========

     7.   Other Current Assets

     The Company had a relationship with a reseller that marketed W Power's
     services on a pre-pay basis. During the third quarter 2007, the reseller's
     receivable balance grew to $300 thousand due to cash flow issues caused by
     billing issues and customer turnover. The Company previously collateralized
     a portion of this receivable balance and increased the allowance for
     doubtful accounts by $233 thousand specifically for this account. At June
     30, 2008 management determined that the likelihood of collecting the
     balance was remote and wrote off the entire remaining balance. In addition,
     the Company expensed outstanding TDSP obligations the Company paid on
     behalf of the reseller.

     At September 30, 2008, Other Current Assets consisted of the following:

          Yarborough Allen Field related receivables          $ 105,534
          Miscellaneous current assets and receivables           16,453
                                                              ----------
          Other Current Assets, net                           $ 121,987
                                                              ==========

     8.   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 10 years. Royalty acquisitions are stated at cost. Depletion is
     determined using the units-of-production method based on the estimated oil
     and gas reserves.

     9.   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.

                                       9
<PAGE>

                     AMEN Properties, Inc. and Subsidiaries
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2008
                                   (Unaudited)

     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 non-discounted 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.

     10.  Investments in Joint Ventures

     In 2006, the Company sold a significant interest in certain real estate and
     contributed its retained 18% undivided ownership interest in the real
     estate to an investment.

     The Company and the other selling partners, the Buyers and affiliates of
     the Buyers entered into a Contribution and Assumption Agreement dated March
     19, 2007 (the "Contribution Agreement"), whereby the Company and others
     contributed their remaining interests, other property interests, and cash
     to HPG Acquisition LLC ("HPG") in exchange for membership interests in HPG,
     all effective as of March 2, 2007.

     The Company's investment in real estate and the SFF Group (see Note Q) is
     recorded at cost, adjusted for its equity share of earnings, using the
     equity method of accounting, and cash contributions and distributions.

     11.  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.

     12.  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.

     13.  Income and Franchise 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. At September 30, 2008, no federal income tax expense has been
     incurred due to the utilization of the Company's net operating losses.

     On May 18, 2006, the Texas Governor signed into law a new Texas Margin Tax,
     which restructured the state business tax by replacing the taxable capital
     and earned surplus components of the tax with a new taxable margin
     component. The new franchise tax is effective for returns due on or after
     January 1, 2008. The Texas franchise tax is imposed on taxable entities
     chartered, organized, or doing business in Texas. While the State of Texas
     does not classify the tax as a tax on income, the tax is considered an
     income tax for purposes of SFAS No. 109 because the tax is based on a
     measure of income. Texas franchise tax expense for the nine months ended
     September 30, 2008 and 2007 was estimated to be approximately $59 thousand
     and $0, respectively.

                                       10
<PAGE>

                     AMEN Properties, Inc. and Subsidiaries
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2008
                                   (Unaudited)

     14.  Deferred Revenue

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

     15.  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.

     16.  Minority Interest

     Minority interest represents the interest of unit holders of TCTB, other
     than the Company, in the net earnings and net equity of TCTB. In 2007, the
     remaining assets of TCTB were distributed to the unit holders thereby
     eliminating the minority interest balance at December 31, 2007.

     17.  Contingently Convertible Securities

     On August 31, 2007, the Company converted all then outstanding classes of
     its Preferred Stock 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

     18.  Revenue Recognition

     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.

     19.  Advertising Expense

     All advertising costs are expensed when incurred. Advertising expenses for
     the nine months ended September 30, 2008 and 2007 were approximately $11
     thousand and $3 thousand, respectively.

     20.  Income (Loss) Per Share

                                       11
<PAGE>

                     AMEN Properties, Inc. and Subsidiaries
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2008
                                   (Unaudited)

     In accordance with provisions of SFAS No. 128, Earnings per Share, basic
     income per common share is computed on the basis of the weighted-average
     number of common shares outstanding during the periods. Diluted income per
     common share is computed based upon the weighted-average number of common
     shares outstanding plus the assumed issuance of common shares for all
     potentially dilutive securities.

     21.  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's real estate investments 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.

     22.  New Accounting Pronouncements

     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 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.

     In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business
     Combinations ("SFAS 141(R)"), which replaces FASB Statement No. 141. SFAS
     141(R) establishes principles and requirements for how an acquirer
     recognizes and measures in its financial statements the identifiable assets
     acquired, the liabilities assumed, any non-controlling interest in the
     acquiree and the goodwill acquired. The Statement also establishes
     disclosure requirements that will enable users to evaluate the nature and
     financial effects of the business combination. SFAS 141(R) is effective for
     acquisitions that occur in an entity's fiscal year that begins after
     December 15, 2008. The impact, if any, will depend on the nature and size
     of business combinations that Company consummates after the effective date.

     In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
     Consolidated Financial Statements - an amendment of ARB No. 51 ("SFAS
     160"). SFAS 160 requires that accounting and reporting for minority
     interests will be recharacterized as noncontrolling interests and
     classified as a component of equity. SFAS 160 also establishes reporting
     requirements that provide sufficient disclosures that clearly identify and
     distinguish between the interests of the parent and the interests of the
     noncontrolling owners. SFAS 160 applies to all entities that prepare
     consolidated financial statements, except not-for-profit organizations, but
     will affect only those entities that have an outstanding noncontrolling
     interest in one or more subsidiaries or that deconsolidate a subsidiary.
     This statement is effective as of the beginning of an entity's first fiscal
     year beginning after December 15, 2008.

                                       12
<PAGE>

                     AMEN Properties, Inc. and Subsidiaries
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2008
                                   (Unaudited)

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

     23.  Reclassifications

     Certain reclassifications of prior period amounts have been made to conform
     to the September 30, 2008 presentation.

NOTE B - BUSINESS COMBINATIONS

     Cogdill Enterprises

     On September 11, 2007 the Company announced the acquisition of 100% of
     Cogdill Enterprises, Inc. ("CEI"), effective August 31, 2007 for an
     aggregate consideration of $6,000 and a obligation to pay 95% of the total
     revenues actually received by the Company each month directly as a result
     of the contracts originated by Trenton Cogdill for and on behalf of CEI
     prior to August 31, 2007. CEI provides energy consulting services to over
     1,200 religious and related organizations in Texas and the Company believes
     that CEI's business will integrate with the Company's PPM subsidiary.

NOTE C - CONCENTRATIONS OF CREDIT RISK

     The Company maintains cash balances at four financial institutions, which
     at times may exceed federally insured limits. The Company had approximately
     $3.5 million of uninsured cash and cash equivalents at September 30, 2008.
     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.

     W Power and Priority Power's revenues are derived principally from
     uncollateralized customer electricity billings. 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 D - 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. The Company had
     deposits with JPMC totaling $537,000 collateralizing outstanding Letters of
     Credit at September 30, 2008.

NOTE E - PROPERTY AND EQUIPMENT

     Property and equipment, at cost, consisted of the following at September
     30, 2008:

       Furniture, fixtures and equipment                           $  365,390
       Less:  accumulated depreciation                               (247,671)
                                                                   -----------

                                                                   $  117,719
                                                                   ===========

                                       13
<PAGE>

                     AMEN Properties, Inc. and Subsidiaries
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2008
                                   (Unaudited)

     Depreciation expense for the nine months ended September 30, 2008 and 2007
     was approximately $132 thousand and $54 thousand, respectively.


NOTE F - INVESTMENT IN REAL ESTATE

     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. This sale resulted in the Company retaining an undivided interest
     of approximately 18% in the assets which was subsequently contributed into
     HPG Acquisition, LLC.

     The Company's Investment in real estate consisted of the following at
     September 30, 2008:

       Real estate investment                                     $ 2,311,443
       Equity earnings                                                 45,739
                                                                  ------------

                                                                  $ 2,357,182
                                                                  ============

     A portion of the Company's real estate investment and equity earnings
     results for 2008 are based on the results of HPG Acquisition, LLC and its
     subsidiaries. HPG Acquisition, LLC reported the following consolidated
     financial information at September 30, 2008:

       Total Assets                                              $ 16,967,708
       Total Liabilities                                              758,006
       Net Income (for the nine months ended September 30, 2008)      355,255

NOTE G - ROYALTY INTERESTS

     The Company, through its wholly-owned subsidiary Amen Minerals, LLC,
     currently directly owns two separate oil and gas 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 for the
     quarter ended September 30, 2008 and 2007.

     Depletion expense was approximately $2 thousand for the nine months ended
     September 30, 2008 and 2007. Accumulated depletion was $38 thousand and $35
     thousand, respectively.

     The Company also indirectly owns working and royalty interests through its
     investment in SFF Royalty, LLC and SFF Production, LLC, as discussed in
     Note Q.

NOTE H - GAIN ON LIQUIDATION OF SANTA FE ENERGY TRUST INVESTMENT

     On February 29, 2008, the trustees of the Santa Fe Energy Trust made a
     distribution of the net proceeds from the sale of the Trust's assets. The
     Company, as a unit-holder in the Trust, received a portion of this
     distribution. In addition, in 2007 the Company stripped $2,778,300 of U.S.
     Treasury Bonds from its units in the Trust. These stripped Treasury Bonds
     were sold on January 1, 2008.

                                       14
<PAGE>

                     AMEN Properties, Inc. and Subsidiaries
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2008
                                   (Unaudited)

     The Company recognized the following gains from the liquidation of these
     assets:

       Santa Fe Energy Trust Units, at cost                       $   659,259
       Cash proceeds from Trust distribution                        1,189,823
                                                                  ------------
         Gain on liquidation of Santa Fe Energy Trust units           530,564
                                                                  ------------

       U.S. Treasury Bonds, at cost                                 2,778,300
       Cash proceeds from sale of assets                            2,782,467
                                                                  ------------
         Gain on liquidation of U.S. Treasury Bonds                     4,167
                                                                  ------------

           Total gain on liquidation of Santa Fe Trust Investment $   534,731
                                                                  ============
NOTE I - ACCRUED LIABILITIES

     Accrued liabilities consisted of the following at September 30, 2008:

       Accrued sales tax                                          $    35,294
       Accrued corporate tithing                                       83,447
       Accrued officer bonuses                                         28,491
       W Power shutdown costs (See Note R)                            100,534
       Other liabilities                                               25,783
                                                                  ------------

                                                                  $   273,549
                                                                  ============

NOTE J - INCOME TAXES

     There was no federal income tax expense or benefit to report for the nine
     months ended September 30, 2008 and 2007. As of September 30, 2008, the
     Company has net operating loss carry-forwards totaling approximately $28
     million for federal income tax purposes expiring in 2012 through 2027.

     On May 18, 2006, the Texas Governor signed into law a new Texas Franchise
     Tax, which restructured the state business tax by replacing the taxable
     capital and earned surplus components of the tax with a new taxable margin
     component. The new franchise tax is effective for returns due on or after
     January 1, 2008. While the State of Texas does not classify the tax as a
     tax on income, the tax is considered an income tax for purposes of FASB
     Statement No. 109, Accounting for Income Taxes, because the tax is based on
     a measure of income. The Company's franchise tax liability at September 30,
     2008 and 2007 was approximately $59 thousand and $0, respectively.

NOTE K - OPERATING SEGMENTS

     The Company's business activities are mainly comprised of two reportable
     segments: energy management and real estate operations.

     The provision of energy management services is primarily conducted through
     Priority Power.

     The commercial real estate portfolio consists of the Company's investment
     in a real estate joint venture (see note F), 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.

     Retail electricity operations were previously included as an operating
     segment. They are now included as part of discontinued operations. (See
     Note R).

     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 the quarters ended September 30, 2008 and 2007, respectively.

                                       15
<PAGE>

<TABLE>
<CAPTION>
<S>                  <C>            <C>           <C>            <C>           <C>             <C>
                     AMEN Properties, Inc. and Subsidiaries
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2008
                                   (Unaudited)

     Three Months Ended September 30, 2008:
     --------------------------------------

                                                                                   Inter-
                                       Energy                                      Company
                      Real Estate    Management     Other and     Discontinued   Transaction    Consolidated
                       Operations      Services     Corporate      Operations   Eliminations       Total
                      ------------  ------------  -------------  -------------  -------------  -------------
Revenues from
 external customers   $        --   $ 1,146,305   $         --   $    567,762   $         --   $  1,714,067
                      ============  ============  =============  =============  =============  =============
Revenues from other
 operating segments   $        --   $     1,660   $         --   $         --   $     (1,660)  $         --
                      ============  ============  =============  =============  =============  =============
Depreciation,
 amortization and
 depletion            $        --   $    35,338   $      4,232   $      4,261   $         --   $     48,331
                      ============  ============  =============  =============  =============  =============
 Interest expense     $        --   $     2,549   $     90,210   $      3,838   $         --   $     96,597
                      ============  ============  =============  =============  =============  =============
Segment net income
 (loss)               $    19,968   $   290,202   $    184,162   $   (251,769)  $     28,572   $    271,135
                      ============  ============  =============  =============  =============  =============
  Segment assets      $ 2,383,182   $ 1,431,016   $ 20,697,300   $    872,142   $ (4,221,084)  $ 21,162,556
                      ============  ============  =============  =============  =============  =============
     Goodwill         $        --   $        --      2,916,085             --   $         --   $  2,916,085
                      ============  ============  =============  =============  =============  =============
 Expenditures for
   segment assets     $        --   $     8,174   $  1,684,741   $         --   $         --   $  1,692,915
                      ============  ============  =============  =============  =============  =============


     Nine Months Ended September 30, 2008:
     -------------------------------------
                                                                                   Inter-
                                       Energy                                      Company
                      Real Estate    Management     Other and     Discontinued   Transaction    Consolidated
                       Operations      Services     Corporate      Operations   Eliminations       Total
                      ------------  ------------  -------------  -------------  -------------  -------------
Revenues from
 external customers   $        --   $ 3,532,763   $         --   $  6,032,226   $         --   $  9,564,989
                      ============  ============  =============  =============  =============  =============
Revenues from other
 operating segments   $        --   $     5,065   $         --   $         --   $     (5,065)  $         --
                      ============  ============  =============  =============  =============  =============
Depreciation,
 amortization and
 depletion            $        --   $   119,089   $     13,264   $     18,046   $         --   $    150,399
                      ============  ============  =============  =============  =============  =============
 Interest expense     $        --   $     8,688   $    302,681   $     11,779   $         --   $    323,148
                      ============  ============  =============  =============  =============  =============
Segment net income
 (loss)               $    21,841   $ 1,191,756   $    422,406   $ (1,470,232)  $     98,182   $    270,953
                      ============  ============  =============  =============  =============  =============
  Segment assets      $ 2,383,182   $ 1,431,016   $ 20,697,300   $    872,142   $ (4,221,084)  $ 21,162,556
                      ============  ============  =============  =============  =============  =============
     Goodwill         $        --   $        --      2,916,085             --   $         --   $  2,916,085
                      ============  ============  =============  =============  =============  =============
 Expenditures for
  segment assets     $         --   $    26,550   $  1,688,071   $     32,423   $         --   $  1,747,044
                      ============  ============  =============  =============  =============  =============
</TABLE>
                                       16
<PAGE>

<TABLE>
<CAPTION>
<S>                  <C>            <C>           <C>            <C>           <C>             <C>
                     AMEN Properties, Inc. and Subsidiaries
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2008
                                   (Unaudited)


     Three Months Ended September 30, 2007:
     --------------------------------------

                                                                                   Inter-
                                       Energy                                      Company
                      Real Estate    Management     Other and     Discontinued   Transaction    Consolidated
                       Operations      Services     Corporate      Operations   Eliminations       Total
                      ------------  ------------  -------------  -------------  -------------  -------------
Revenues from
 external customers   $        --   $ 1,168,635   $         --   $  3,221,691   $         --   $  4,390,326
                      ============  ============  =============  =============  =============  =============
Revenues from other
 operating segments   $        --   $     7,625   $         --   $         --   $     (7,265)  $         --
                      ============  ============  =============  =============  =============  =============
Depreciation,
 amortization and
 depletion            $        --   $    29,491   $      4,114   $      5,394   $         --   $     38,999
                      ============  ============  =============  =============  =============  =============
 Interest expense     $        --   $     1,310   $     83,816   $      3,924   $         --   $     89,050
                      ============  ============  =============  =============  =============  =============
Segment net income
 (loss)               $    14,762   $   596,407   $   (269,195)  $    (17,857)  $    (46,139)  $    277,978
                      ============  ============  =============  =============  =============  =============
  Segment assets      $ 2,368,304   $ 2,377,664   $  6,945,516   $  4,632,298   $     66,328   $ 16,390,110
                      ============  ============  =============  =============  =============  =============
     Goodwill         $        --   $        --      2,916,085             --   $         --   $  2,916,085
                      ============  ============  =============  =============  =============  =============
 Expenditures for
  segment assets      $        --   $     6,944   $    810,568   $      2,720   $         --   $    820,232
                      ============  ============  =============  =============  =============  =============


     Nine Months Ended September 30, 2007:
     -------------------------------------

                                                                                   Inter-
                                       Energy                                      Company
                      Real Estate    Management     Other and     Discontinued   Transaction    Consolidated
                       Operations      Services     Corporate      Operations   Eliminations       Total
                      ------------  ------------  -------------  -------------  -------------  -------------
Revenues from
 external customers   $             $ 2,947,097   $         --   $  8,268,703   $         --   $ 11,215,800
                      ============  ============  =============  =============  =============  =============
Revenues from other
 operating segments   $        --   $    20,925   $         --   $         --   $    (20,925)  $         --
                      ============  ============  =============  =============  =============  =============
Depreciation,
 amortization and
 depletion            $        --   $    42,221   $     12,153   $     14,145   $         --   $     68,519
                      ============  ============  =============  =============  =============  =============
 Interest expense     $        --   $     1,310   $    207,430   $     11,739   $         --   $    220,479
                      ============  ============  =============  =============  =============  =============
Segment net income
 (loss)               $    96,032   $ 1,622,154   $   (925,446)  $    574,058   $    (71,466)  $  1,295,332
                      ============  ============  =============  =============  =============  =============
  Segment assets      $ 2,368,304   $ 2,377,664   $  6,945,516   $  4,632,298   $     66,328   $ 16,390,110
                      ============  ============  =============  =============  =============  =============
     Goodwill         $        --   $        --      2,916,085             --   $         --   $  2,916,085
                      ============  ============  =============  =============  =============  =============
 Expenditures for
  segment assets      $        --   $     8,789   $  2,367,421   $     27,154   $         --   $  2,403,364
                      ============  ============  =============  =============  =============  =============
</TABLE>

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%.

     PPM entered into an agreement effective August 31, 2007 to purchase 100%
     ownership interest in Cogdill Enterprises, Inc. As part of the agreement
     PPM is obligated to pay 95% of the total revenues actually received by PPM
     each month directly as a result of the contracts originated by Trenton
     Cogdill for and on behalf of the Company prior to August 31, 2007. The
     estimated net present value of the expected future obligation under the
     Cogdill agreement is classified as a long-term obligation, less the current
     portion (the "Cogdill Note").

                                       17
<PAGE>

                     AMEN Properties, Inc. and Subsidiaries
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2008
                                   (Unaudited)

     Long-term obligations consisted of the following at September 30, 2008:

         NEMA Notes                                              $  2,447,734
         Cogdill Note                                                 285,783
                                                                 -------------
                                                                    2,733,517
         Less: Related Party Portion                               (1,585,979)
         Less: Current Portion                                       (509,526)
                                                                 -------------
                                                                 $    638,012
                                                                 =============

     Related party portion of long-term obligations consisted of the following
     at September 30, 2008:

         NEMA Notes                                              $  1,687,509
         Cogdill Note                                                 285,783
                                                                 -------------
                                                                    1,973,292
         Less: Current Portion                                       (387,313)
                                                                 -------------
                                                                 $  1,585,979
                                                                 =============

     Annual maturities of long-term obligations at September 30, 2008 are as
     follows:

         2008                                                    $    122,213
         2009                                                         131,963
         2010                                                         142,491
         2011                                                         153,859
         2012                                                         166,134
         2013 and thereafter                                           43,565
                                                                 -------------

                                                                 $    760,225
                                                                 =============

     Annual maturities of related party portion of long-term obligations at
     September 30, 2008 are as follows:

         2008                                                    $    387,313
         2009                                                         361,365
         2010                                                         368,788
         2011                                                         381,648
         2012                                                         377,474
         2013 and thereafter                                           96,704
                                                                 -------------

                                                                 $  1,973,292
                                                                 =============

NOTE M - RELATED PARTY TRANSACTIONS

     Conversion of Preferred Stock


     On August 31, 2007, classes A, B & C of Preferred Stock were converted into
     Common Stock of the Company. As a part of this conversion, Eric Oliver, Jon
     Morgan and Bruce Edgington received shares of Common Stock in the amounts
     shown in the table above. Additionally, Mr. Oliver received an additional
     9,375 shares of common stock upon exercise of warrants with a strike price
     of $4 per share. Mr. Oliver exercised his remaining warrants on March 1,
     2008, for which he received an additional 18,751 shares at a price of $4
     per share.

                                       18
<PAGE>

                     AMEN Properties, Inc. and Subsidiaries
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2008
                                   (Unaudited)

     Purchase of Cogdill Enterprises

     On September 11, 2007 the Company announced the acquisition of 100% of
     Cogdill Enterprises, Inc. ("CEI"), effective August 31, 2007 for an
     aggregate consideration of $6,000 and a obligation to pay 95% of the total
     revenues actually received by the Company each month directly as a result
     of the contracts originated by Trenton Cogdill for and on behalf of the CEI
     prior to the August 31, 2007. Trenton Cogdill is now an employee of
     Priority Power. Assuming the acquisition of CEI occurred on January 1,
     2006, its operating results would not have been material to the Company's
     operating results for the years ended December 31, 2007 and 2006.

     The following table reflects the portion of the Company's long-term debt
     payable to related parties as of September 30, 2008:

                                                                      Total
                                                                   -----------
        Eric Oliver,  Chairman of the Board                        $     9,337
        Jon M. Morgan , CEO                                            417,071
        Padraig Ennis, VP of Priority Power                             64,267
        John Bick, Managing Principal of Priority Power                166,518
        Trenton Cogdill, Priority Power                                169,750
        5% Shareholders                                                759,036
                                                                   ------------
        Total                                                      $ 1,585,979
                                                                   ============

     Issuance of Options

     During 2008, certain members of the Company's Board of Directors were
     issued stock options under the Company's 1998 Stock Option Plan (See Note
     O).

     Sale of Preferred D and Issuance of Warrants

     The Company issued Preferred D stock, promissory notes and warrants to
     finance its investment in SFF Royalty and SFF Production, as described in
     Note Q. Certain of the Company's Directors participated in this transaction
     as shown below:

                                                              # Warrants
                                                               Received
                       # Shares    Preferred D                  @$6.02
                      Preferred D    Purchase    Promissory     Strike
        Director       Purchased      Price      Note Amount     Price
     ---------------  -----------  ------------ ------------- ----------
     Eric Oliver          164,376  $ 1,643,760  $  1,037,741    172,382

     Bruce Edgington        6,130       61,300        38,700      6,429


     Stub Financing

     In order to secure the cash required for the Company's investment in SFF
     Royalty and SFF Production on December 17, 2007, stub financing was
     arranged via the execution of two promissory notes with SoftVest, LP, a
     related party, totaling $3.5 million. These notes were due and payable on
     December 31, 2007 and carry an annual interest rate of 8.5%. The balance
     was paid on March 13, 2008.

                                       19
<PAGE>

                     AMEN Properties, Inc. and Subsidiaries
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2008
                                   (Unaudited)


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.


NOTE O - STOCK OPTION PLAN

     Since the inception of the Company, various options have been granted by
     the Board of Directors to founders, directors, employees, consultants and
     ministry partners. In February 1997, the Company authorized 67,100
     additional shares of common stock to underlie additional options reserved
     for key employees and for future compensation to members of the Board of
     Directors. The Board of Directors also adopted and the Stockholders
     approved, the 1997 Stock Option Plan ("1997 Plan"), which provides for the
     granting of either qualified or non-qualified options to purchase an
     aggregate of up to 514,484 shares of common stock, inclusive of the 67,100
     shares mentioned above, and any and all options or warrants granted in
     prior years by the Company. As of September 30, 2008, all options available
     under the 1997 Plan have been granted: 75,079 options have been exercised,
     and 78,510 options are outstanding which are fully vested and range in
     price from $3.50 to $61.36.

     The 1998 Stock Option Plan ("1998 Plan") was approved by the Board of
     Directors in April 1998, with approved amendment in May 2000. The 1998 Plan
     gives the Company the authority to issue 300,000 options to purchase AMEN
     common stock. If any stock options granted under the 1998 Plan terminate,
     expire or are canceled, new stock options may thereafter be granted
     covering such shares. In addition, any shares purchased under the 1998 Plan
     subsequently repurchased by the Company, if management elects, pursuant to
     the terms hereof may again be granted under the 1998 Plan. The shares
     issued upon exercise of stock options under the 1998 Plan may, in whole or
     in part, be either authorized but unissued shares, or issued shares
     reacquired by the Company. As of September 30, 2008, 4,859 options have
     been exercised and 155,292 options are outstanding and are fully vested and
     range in price from $1.98 to $45.50.

     During the three months ended September 30, 2008 the Company issued 3,838
     options to the following members of the Board of Directors as compensation
     for their service to the Company:

       -------------------------------------------------------------
                                                              Strike
          Director      Issuance Date    # Options Issued      Price
       -------------------------------------------------------------
       Bruce Edgington     9/30/08                    988      $8.00
       -------------------------------------------------------------
       Earl Gjelde         9/30/08                    988       8.00
       -------------------------------------------------------------
       Randy Nicholson     9/30/08                    875       8.00
       -------------------------------------------------------------
       Don Blake           9/30/08                    988       8.00
       -------------------------------------------------------------
       Total                                        3,838
       -------------------------------------------------------------

     The fair value of each option is estimated on the date of grant using the
     Black-Scholes option-pricing model.

     The table below summarizes the stock option activity for the quarter ended
     September 30, 2008:

                                       20
<PAGE>

                     AMEN Properties, Inc. and Subsidiaries
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2008
                                   (Unaudited)
                                                                 Weighted
            Options Outstanding         Options Outstanding   Average Price
       ------------------------------   -------------------   -------------

       Outstanding June 30, 2008                    229,964      $ 10.88

          Options exercised                               -            -

          Options forfeited                               -            -

            Options issued                            3,838         8.00
                                        -------------------   -------------

       Outstanding September 30, 2008               233,802     $  10.83
                                        ===================   =============

     At September 30, 2008 the 233,802 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 4.8 years. The weighted average grant date
     fair value for equity options issued during the three months ended
     September 30, 2008 was $3.27 per share. Stock options issued after 2006 are
     expensed based on the fair value of the options at the grant dates
     consistent with the method of accounting under SFAS No. 123. The total
     expensed for the three months ended September 30, 2008 was $12,564.

NOTE P - STOCKHOLDERS' EQUITY

     Warrant Exercises

     Eric Oliver, Chairman of the Company, exercised his remaining warrants
     issued in connection with the Preferred C issuance (see Note M) on March 1,
     2008, for which he received 18,751 shares at a price of $4 per share.

     Option Exercises

     12,500 options were exercised on June 9, 2008 at a strike price of $4.376
     per share for total proceeds of $54,700.

     Conversion of Preferred A, B & C and Warrant Exercises

     On August 31, 2007, the Company converted all classes of its Preferred
     Stock 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

     Also on August 31, 2007, the Company issued 55,210 shares of common stock
     upon the exercise of stock warrants with a strike price of $4.

     Stock Issuances as Employee Compensation

     Pursuant to their employment agreements, certain of the Company's employees
     receive common stock as payment for bonuses or a portion of their salary.
     11,828 shares of common stock were issued as employee compensation during
     the three months ended September 30, 2008.

     Issuance of Preferred D Stock

                                       21
<PAGE>

                     AMEN Properties, Inc. and Subsidiaries
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2008
                                   (Unaudited)

     As described in Note Q, the Company issued 429,100 shares of Class D
     Preferred Stock on December 17, 2007 for total proceeds of $4,291,000 to
     finance the Company's investment in SFF Royalty and SFF Production. Below
     is a summary of the significant characteristics of the Preferred D:

     o Pays a coupon of 8.5% annually.
     o Has limited voting rights.
     o Is not convertible into common stock.
     o Is redeemable upon demand by the Company.

     Certain of the Company's Directors purchased Preferred D Stock as described
     in Note M.


NOTE Q - INVESTMENT IN SFF GROUP

     On December 17, 2007, the Company invested $7.6 million in SFF Royalty, LLC
     ("SFF Royalty") and $2.4 million in SFF Production ("SFF Production") in
     exchange for a one-third ownership interest in each entity. Also on
     December 17, 2007, SFF Royalty and SFF Production acquired the following
     properties from Santa Fe Energy Trust (the "Trust") and Devon Energy
     Production Company, LP ("Devon"):
<TABLE>
<CAPTION>
<S>     <C>    <C>                 <C>          <C>                  <C>          <C>
                    Acquired from the Trust           Acquired from Devon
                -------------------------------  -------------------------------
 Acquiring                           Purchase                          Purchase       Total
   Entity          Description        Amount        Description         Amount       Purchase
   ------          -----------        ------        -----------         ------       --------
                   Net profits                   Royalty interests
                  interests in                   subject to Trust's
SFF Royalty     royalty interests                   net profits
                  owned by Devon   $ 21,077,688      interests       $ 2,254,662  $ 23,332,350


                   Net profits                   Working interests
                  interests in                   subject to Trust's
SFF Production  working interests                    net profits
                  owned by Devon      6,072,125       interests          649,531     6,721,656
                                   ------------                      -----------  ------------
Totals                             $ 27,149,813                      $ 2,904,193  $ 30,054,006
                                   ============                      ===========  ============
</TABLE>

     To secure the $10 million required for the investments in SFF Royalty and
     SFF Production, the Company issued Preferred Stock and short-term
     promissory notes and secured stub financing.

     Class D Preferred Stock

     429,100 shares of Class D Preferred Stock ("Preferred D") were issued at a
     share price of $10 for total proceeds of $4,291,000. Below is a summary of
     the significant characteristics of the Preferred D:

     o Pays a coupon of 8.5% annually.
     o Has limited voting rights.
     o Is not convertible into common stock.
     o Is redeemable upon demand by the Company.

     Promissory Notes

     The Company also signed promissory notes with the recipients of the
     Preferred D totaling $2,709,000. Below is a summary of the significant
     characteristics of the promissory notes:

     o Due and payable on June 30, 2009.
     o Interest rate of Prime plus 1%. (6.00% at September 30, 2008).

                                       22
<PAGE>

                     AMEN Properties, Inc. and Subsidiaries
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2008
                                   (Unaudited)

     The holders of the promissory notes were issued warrants to purchase a
     total of 450,000 shares of the Company's common stock at a strike price of
     $6.02 per share. These warrants expire on June 30, 2009 and the proceeds
     from their issuance will be used to retire the related promissory notes. No
     value has been assigned to these warrants as shareholder approval is
     required before the warrants can be exercised.

     Certain of the Company's Directors participated in this transaction and
     received shares of Preferred D stock, promissory notes and warrants, as
     described in Note M.

     Stub Financing

     In order to secure the cash required for the Company's investment in SFF
     Royalty and SFF Production on December 17, 2007, stub financing was
     arranged via the execution of two promissory notes with SoftVest, LP
     totaling $3.5 million. These notes were due and payable on December 31,
     2007 and carry an annual interest rate of 8.5%. The balance was paid on
     March 13, 2008.

     As discussed in Note M, Mr. Eric Oliver, the Company's Chairman of the
     Board, is the Managing Partner of SoftVest, LP.

     The Company's Investment in SFF Group consisted of the following at
     September 30, 2008:

       Oil and Gas Investment in SFF Group                        $  10,000,000
       Equity earnings                                                1,442,780
       Distributions                                                 (2,599,999)
                                                                  --------------

                                                                  $   8,842,781
                                                                  ==============

     SFF Royalty reported the following consolidated financial information at
     September 30, 2008:

                                                                   SFF Royalty
                                                                  --------------

       Total Assets                                               $  18,226,264
       Total Liabilities                                                208,808

       Net Income (for the nine months ended September 30, 2008)        764,648

     SFF Production reported the following consolidated financial information at
     September 30, 2008:

                                                                  SFF Production
                                                                  --------------

       Total Assets                                               $   8,905,067
       Total Liabilities                                                394,186

       Net Income (for the nine months ended September 30, 2008)      3,496,522

NOTE R - DISCONTINUED OPERATIONS

     Businesses to be Disposed of Other than by Sale

     On June 25, 2008 the Company approved a plan to discontinue the operations
     of W Power. Management recommended this plan to the Board based on
     significant adverse changes in the business climate of the Texas retail
     electricity market. These conditions were exacerbated by the heightened
     volatility in commodity costs. The Company settled W Power's existing
     supply contracts and transferred its customers and their contracts to
     another retail electricity provider in the third quarter.

                                       23
<PAGE>

                     AMEN Properties, Inc. and Subsidiaries
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2008
                                   (Unaudited)

     As a result of this plan all retail electric provider ("REP") operations
     will be eliminated from the Company's ongoing operations and the Company
     will not have any significant continuing involvement in the REP business.
     Given the current conditions in the Texas retail power market the Company
     does not believe there is a market to sell W Power and, as such, does not
     have an active program to locate a buyer of the business. The Company will
     not dispose of W Power's assets or liabilities by sale. Subsequent to the
     end of the third quarter the Company submitted notice to the Public Utility
     Commission of Texas that W Power intends to relinquish its REP license.

     The Company believes it has accrued for all material costs related to the
     shutdown of W Power and has recorded an expense and liability for that
     amount. This expense was based on the Company's mark-to-market liquidation
     cost for its forward power contracts, retail power contracts, and other
     associated disposal costs. In addition, the company expensed an additional
     $400 thousand related to changes in estimated unbilled revenue as the
     result of an increase of 1% in W Power's allowance for line-loss. Line-loss
     is energy waste resulting from the transmission of electrical energy across
     power lines. These losses occur due to the conversion of electricity to
     heat and electromagnetic energy. A small amount of loss occurs even in the
     most efficiently engineered systems. The company also impaired
     substantially all of the remaining assets and all of the accounts
     receivable for W Power.

     In accordance with SFAS No. 144, the Company has included W Power in
     discontinued operations and recognized the loss associated with disposal in
     income (loss) from continuing operations.

     The following is a summary of historical financial information about W
     Power for the nine months ended September 30:

                                                          2008           2007
                                                      -------------  -----------

       Revenue                                        $  5,939,264    8,146,174
                                                      -------------  -----------
       Income (Loss) before income taxes                (1,450,017)     793,425
       Income taxes                                              -            -
                                                      -------------  -----------

         Income (Loss) from discontinued operations   $ (1,450,017)     793,425
                                                      =============  ===========

     No income tax benefit is provided as a result of the Company's net
     operating loss carry forward.

     In the third quarter the Company entered into agreements to liquidate its
     supply contacts and transfer its existing customer base. On July 9, 2008 W
     Power liquidated all of its forward positions in fixed price and floating
     price forward energy contracts dated after July 2008. The liquidation
     mark-to-market expense was approximately $500 thousand.

     On July 16, 2008, W Power entered into an asset purchase agreement with
     Green Mountain Energy Company ("Green Mountain") whereby Green Mountain
     purchased all but a few of the retail electricity customer agreements of W
     Power. This agreement was executed as part of the plan to discontinue the
     operations of W Power. The remainder of W Power's customers switched away
     or were transferred to another REP for a nominal cost.

     Under the terms of the agreement, the parties transferred the acquired
     residential and commercial customers to Green Mountain. W Power's few
     remaining customers are being transitioned to other retail providers. At
     closing, W Power paid a mark-to-market payment to Green Mountain of
     $190,762 for the purpose of covering the expected excess energy-related
     costs that Green Mountain will incur to provide electricity service to
     certain fixed price customers for the term of those customer agreements.

                                       24
<PAGE>

                     AMEN Properties, Inc. and Subsidiaries
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2008
                                   (Unaudited)

     SFAS No. 144 requires the assets and liabilities of a disposal group
     classified as "held for sale" to be presented separately in the asset and
     liability sections of a Company's consolidated balance sheet. As the
     Company has not approved a plan to sell the W Power's assets and does not
     have an active program to locate a buyer of the business, the assets and
     liabilities of the segment are consolidated with the Company's other
     balances. The following summarizes the assets and liabilities associated
     with W Power at September 30, 2008:

                                                                  Assets
                                                               ------------
       Cash and Cash Equivalents                               $   289,171
       Restricted Cash Equivalents                                 537,000
       Other Current Assets                                          2,921
                                                               ------------
           Total Current Assets                                    829,092

       Deposits and Others Assets                                   43,050
                                                               ------------
           Total Non Current Assets                                 43,050

                 Total Assets                                  $   872,142
                                                              =============


                                                               Liabilities
                                                               ------------
       Accounts Payable                                        $    53,360
       Accrued Liabilities                                         135,829
                                                               ------------
           Total Current Liabilities                               189,189

                 Total Liabilities                             $   189,189
                                                              =============

     Businesses Held for Sale

     In the first quarter of 2008, the Company adopted a plan to sell its online
     electricity brokering business, ChooseEnergy.com. Its primary business, as
     previously described, is to provide competitive electricity pricing
     alternatives for residential and small commercial electricity consumers.
     The Company completed the sale of ChooseEnergy.com subsequent to the end of
     the quarter.

     In accordance with SFAS No. 144, the Company has reflected the operating
     results as discontinued operations in the consolidated statements of
     operations for all periods presented. There are no capitalized assets or
     depreciation expenses to be reflected on the consolidated balance sheet as
     held for sale.

     The following is a summary of historical financial information about
     ChooseEnergy.com for the nine months ended September 30:

                                                           2008        2007
                                                        ----------  -----------

       Revenue                                          $  92,962      122,528
                                                        ----------  -----------
       Loss before income taxes                           (20,215)    (219,316)
       Income taxes                                             -            -
                                                        ----------  -----------

           Loss from discontinued operations            $ (20,215)    (219,316)
                                                        ==========  ===========

                                       25
<PAGE>

                     AMEN Properties, Inc. and Subsidiaries
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2008
                                   (Unaudited)

     No income tax benefit is provided as a result of the Company's net
     operating loss carry forward.

     SFAS No. 144 requires the assets and liabilities of a disposal group
     classified as "held for sale" to be presented separately in the asset and
     liability sections of a Company's consolidated balance sheet.
     ChooseEnergy.com has no material long-lived assets or associated disposal
     group items to be classified as "held for sale" on the presented balance
     sheets.

NOTE S - RESTATEMENT OF PREFERRED DIVIDEND

     In each quarter of 2008 to date the Company has paid a dividend of
     approximately $91 thousand to holders of Preferred Series D Stock. In the
     first two quarters of 2008 the Company erroneously recorded these dividend
     payments as interest expense. The following is a summary of the adjustment
     for the first two quarters of 2008.

                                              Three       Three        Six
                                              Months      Months      Months
                                              Ended       Ended       Ended
                                             3/31/08     6/30/08     6/30/08
                                           ----------- ----------- ------------
Income from continuing operations, as
 previously reported                       $  878,321  $  339,961  $ 1,218,282
Dividends reported as interest expense         91,184      91,184      182,368
                                           ----------- ----------- ------------
Income from continuing operations, as
 restated                                     969,505     431,145    1,400,650
                                           ----------- ----------- ------------

Net income (loss), as previously reported     977,091    (977,272)        (181)
Dividends reported as interest expense         91,184      91,184      182,368
                                           ----------- ----------- ------------
Net income (loss), as restated              1,068,275    (886,088)     182,187
                                           ----------- ----------- ------------

Preferred stock dividend, as restated         (91,184)    (91,184)    (182,368)
                                           ----------- ----------- ------------

Net income (loss) applicable to common
 shareholders, as restated                 $  977,091  $ (977,272) $      (181)
                                           =========== =========== ============

Earnings per Share:
Income from continuing operations per
 share (Basic), as previously reported     $     0.24  $     0.09  $      0.32
Adjustment for dividends reported as
 interest expense                                0.02        0.02         0.04
                                           ----------- ----------- ------------
Income from continuing operations per
 share (Basic), as adjusted                $     0.26  $     0.11  $      0.36
                                           =========== =========== ============

Income from continuing operations per
 share (Diluted), as previously reported   $     0.23  $     0.09  $      0.32
Adjustment for dividends reported as
 interest expense                                0.02        0.02         0.04
                                           ----------- ----------- ------------
Income from continuing operations per
 share (Diluted), as adjusted              $     0.25  $     0.11  $      0.36
                                           =========== =========== ============

Net income (loss) per share (Basic), as
 previously reported                       $     0.26  $    (0.26) $      0.00
Adjustment for dividends reported as
 interest expense                                0.02        0.02         0.04
                                           ----------- ----------- ------------
Net income (loss) per share (Basic), as
 adjusted                                  $     0.28  $    (0.24) $      0.04
                                           =========== =========== ============

Net income (loss) per share (Diluted), as
 previously reported                       $     0.26  $    (0.26) $      0.00
Adjustment for dividends reported as
 interest expense                                0.02        0.02         0.04
                                           ----------- ----------- ------------

                                           ----------- ----------- ------------
Net income (loss) per share (Diluted), as
adjusted                                   $     0.28  $    (0.24) $      0.04
                                           =========== =========== ============

                                       26
<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, 2007 Form 10-KSB.

Overview

AMEN Properties, Inc. (the "Company") is in the business of acquiring
profitable, cash-generating businesses with proven track records and the ability
to create sustained value. The Company is a holding company and conducts its
business through the following subsidiaries:

     o    AMEN Delaware, LLC ("Delaware") - real estate investments
     o    AMEN Minerals, LLC ("Minerals") - oil and gas royalties, other
          investments
     o    W Power & Light, LLC ("W Power") - retail electricity provider in the
          State of Texas
     o    Priority Power Management, LLC. ("Priority Power") - energy
          management, consulting and aggregation

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 of
estimates and assumptions as to future uncertainties and, therefore, may result
in actual amounts that differ from estimates are the following:

- Impairments,

- Business combinations,

- Revenue recognition,

- Gain recognition on sale of real estate assets,

- 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 the properties' tenants to
perform pursuant to their lease obligations and proceeds to be generated from
the eventual sale of our investment in the 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.

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.

                                       27
<PAGE>

Business Combinations

We allocate the purchase price of acquired businesses 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 business, and other market data. Management also
considers information obtained about each business as a result of its
pre-acquisition due diligence 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.

Revenue Recognition

The Company's gross revenues for energy management services provided 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.

Accrued unbilled aggregation revenues are based on our estimates of customer
electricity 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 aggregation 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.

                                       28
<PAGE>

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.

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 interest 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 billed and unbilled customer retail electricity usage flowed for a given
period and billed and unbilled customer management fees based on 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 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 does not believe further collection on W Power's accounts is
likely. As such, the allowance for doubtful accounts related to W Power's billed
account receivables is equal to the entire outstanding receivable balance at
September 30, 2008. Priority Power's trade accounts receivable arise from
aggregation fees and other management services. An allowance for uncollectible
accounts receivable is provided for amounts not expected to be collectible. As
of September 30, 2008 the Company considers Priority Power's accounts receivable
to be fully collectible; accordingly, no allowance for doubtful accounts is
required.

Stock Options

The Company accounts for its stock-based compensation in accordance with SFAS
No. 123R, Accounting for 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.

Results of Operations

Overview
--------

                                       29
<PAGE>

                                 Three Months Ended        Nine Months Ended
                                    September 30,             September 30,
                              ----------------------- --------------------------
                                 2008         2007        2008          2007
                              -----------  ---------- ------------- ------------
     Income from Continuing   $  614,087   $ 295,834  $  2,014,736  $   721,223
     Operations

     Per Share Income from
     Continuing Operations          0.16        0.11          0.56         0.29

     Income (Loss) from
     Discontinued Operations    (251,769)    (17,856)   (1,470,232)     574,109

     Per Share Income (Loss)
     from Discontinued Ops         (0.07)      (0.01)        (0.39)        0.23

     Net Income (Loss)           362,318     277,978       544,504    1,295,332

     Per Share Net Income
     (Loss)                         0.10        0.10          0.15         0.53

3Q08 vs. 3Q07
-------------

     o    The change in 3rd quarter earnings from continuing operations from
          2007 to 2008 was caused primarily by increased investment income from
          the Company's investment in the SFF Group. The Company recorded
          approximately $574 thousand in investment income related to SFF Group
          for the quarter.
     o    Priority Power generated approximately $302 thousand in income for the
          quarter ended September 30, 2008 as compared to approximately $596
          thousand for the same quarter in 2007. This decrease in earnings was
          caused by flat revenue and an increase in payroll expenses related to
          the addition of sales staff.
     o    W Power incurred a loss of approximately $252 thousand for the quarter
          ended September 30, 2008 as compared to income of approximately $34
          thousand for the same quarter in 2007. The sharp decrease in earnings
          at W Power was caused primarily by charges related to the
          discontinuation of the business. The Company does not expect further
          material expenses related to W Power. (See Note R).

     In the second quarter of 2008 W Power and Light experienced a significant
     adverse impact from price escalation in wholesale electricity and natural
     gas prices. Management determined that the escalation was likely to
     continue into the future. Additionally, the Company recognized significant
     changes in the ERCOT electricity spot market driven both by high natural
     gas prices and a fundamental shift in energy and capacity availability
     across Texas.

     After noting these structural market changes, and assessing their impact on
     W Power's retail electricity business unit, management presented a plan to
     the Board of Directors to discontinue all retail electricity power
     operations. Recognizing the significant opportunities for business
     development, acquisitions, and growth in other areas of the Corporation, in
     addition to the large capital requirements to grow REP operations, the
     Board of Directors approved the plan to discontinue operations. The Company
     does not expect further material expenses related to W Power.

     Revenues
     --------

     o    The Company's consolidated revenues, after reclassifying W Power to
          discontinued operations, were approximately $1.15 million for the
          quarter ended September 30, 2008, compared to $1.17 million for the
          same quarter in 2007. This modest variation is primarily attributable
          to changes in Priority Power's customer portfolio and small changes in
          customers' energy usage.

     Operating Expenses
     ------------------

     o    Total operating expenses for the quarter ended September 30, 2008 and
          2007 were $1.1 million and $894 thousand, respectively; this increase
          was primarily attributable to growth in general and administrative
          expenses as described below.
     o    For the quarter ended September 30, 2008 general and administrative
          costs increased approximately $355 thousand versus the same quarter in
          2007. This increase is primarily associated with growth in the
          Priority Power sales force and audit fees related to the Company's
          investment in the SFF Group.

     Other (expense) income
     ----------------------

     For the quarter ended September 30, 2008 as compared to the same quarter in
     2007 the Company experienced an increase of approximately $563 thousand in
     other income. This increase was caused by the following factors:

     o    Earnings from the Company's investment in the SFF Group of
          approximately $574 thousand.
     o    An increase of approximately $37 thousand in income from the
          Yarborough Allen Field.
     o    A decrease of approximately $76 thousand in interest income resulting
          from a reduction in interest bearing cash deposits.

                                       30
<PAGE>

First nine months of 2008 vs. First nine months of 2007
-------------------------------------------------------

     o    The increase in earnings from continuing operations from 2007 to 2008
          was caused primarily by $1.4 million in earnings from the Company's
          investment in the SFF Group as well as the recognition in 2008 of a
          $535 thousand gain from the final distribution paid to the Company as
          a unit-holder in the Santa Fe Energy Trust.
     o    Priority Power generated approximately $1.2 million in net income for
          the nine months ended September 30, 2008 as compared to a net income
          of approximately $1.6 million for the nine month ended September 30,
          2007. The reduction in income is primarily attributable to increased
          payroll expenses resulting from the addition of sales people.
     o    W Power incurred a loss of approximately $1.5 million for the nine
          months ended September 30, 2008 as compared to net income of
          approximately $615 thousand for the nine months ended September 30,
          2007. The sharp decrease in earnings at W Power was caused primarily
          by charges related to the discontinuation of retail electric
          operations and adjustments in line loss estimates. (See Note R).

     Revenues
     --------

     o    The Company's consolidated revenues, after reclassifying W Power to
          discontinued operations, were approximately $3.5 million for the nine
          months ended September 30, 2008, compared to $2.9 million for the nine
          months ended September, 2007. This change is primarily due to an
          increase in aggregation fee revenue and $300 thousand earned as part
          of a power plant development contract recognized in the first quarter
          of 2008.

     Operating Expenses
     ------------------

     o    Total operating expenses for the nine months ended September 30, 2008
          and 2007 were $3.3 million and $2.3 million, respectively; this
          increase was primarily attributable to growth in general &
          administrative expenses as described below.
     o    For the nine months ended September 30, 2008 general and
          administrative costs increased approximately $945 thousand versus the
          nine months ended September 30, 2007. This increase is primarily
          associated with growth in the Priority Power sales force and corporate
          governance costs such as Sarbanes Oxley compliance.

     Other (expense) income
     ----------------------

     For the nine months ended September 30, 2008 as compared to the nine months
     ended September 30, 2007 the Company experienced an increase of
     approximately $1.7 million in other income. This increase was caused by the
     following factors:

     o    The final distribution made to the Company as a unit-holder in the
          Santa Fe Energy Trust, which resulted in a gain of approximately $535
          thousand.
     o    Earnings from the Company's investment in the SFF Group of
          approximately $1.4 million.
     o    The Company also had an increase of approximately $100 thousand in
          interest expense, primarily related to acquisition related debt and a
          decrease of interest income of approximately $148 thousand, primarily
          related to a reduction in interest bearing cash deposits.

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 September 30, 2008 the Company's BVPS is
$3.95 compared to $3.97 at September 30, 2007.

Analysis of Cash Flows

Operating Activities
--------------------

During the first nine months of 2008, net cash used in operating activities was
approximately $592 thousand. This was driven by a number of factors:

     -    Income from continuing operations of approximately $2 million
     -    Cash outflows of approximately $1 million for W Power's exit from the
          retail electric market.
     -    Earnings of $1.4 million from the Company's investment in SFF Group.

                                       31
<PAGE>

Investing Activities
--------------------

For the first nine months of 2008, the net cash provided by investing activities
was approximately $6.2 million. This was driven by three primary activities:

     -    Liquidation of the Company's investment in the Santa Fe Energy Trust,
          which provided $4.0 million in cash.
     -    Distributions totaling $2.6 million from the SFF Group.
     -    The purchase of the Yarborough Allen Field assets for $1.7 million.
     -    A decrease in restricted cash which provided $1.7 million in cash.

Based on current commodity prices and production volumes, the Company expects to
receive regular cash distributions from SFF Group ranging from approximately
$300 - 500 thousand per quarter.

Financing Activities
--------------------

Net cash used in financing activities for the first nine months of 2008 was
approximately $4.0 million. This is primarily related to repayment of notes for
the purchase of Priority Power (the "NEMA" notes - See Note L) and stub
financing related to the purchase of an interest in the SFF Group (See Note Q).
Additionally, the Company paid $274 thousand in preferred dividends on the
Preferred Class D stock in the first nine months of 2008.

Currently, the Company has a net operating tax loss ("NOL") carry forward in
excess of $28 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.


ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

Item 6, "Management's Discussion and Analysis or Plan of Operation" of the
Company's Annual Report on Form 10-KSB for the year ended December 31, 2007,
contains a detailed discussion of our risk factors under the subheading "Risk
Factors". There are no material changes in our risk factors as previously
described in our Annual Report on Form 10-KSB for the year ended December 31,
2007.

ITEM 4T. Controls and Procedures

The Company's management is responsible for establishing and maintaining
adequate internal control over financial reporting. The Company uses a
risk-based business process activity approach for its assessment of internal
control. This approach is based on the framework provided by the Committee of
Sponsoring Organizations ("COSO") of the Treadway Commission.

The Company documents its assessment of internal controls over financial
reporting to allow for internal review and to facilitate evaluation of the
adequacy of management's documentation. The documentation includes the
following:

     o    The design of controls over all relevant assertions related to all
          significant accounts and disclosures in the financial statements;
     o    Information about how significant transactions are initiated,
          authorized, recorded, processed, and reported;
     o    Sufficient information about the flow of transactions to identify the
          points at which material misstatements due to error of fraud could
          occur;
     o    Controls designed to prevent or detect fraud, including who performs
          the controls and the related segregation of duties;
     o    Controls over the period-end financial reporting process;
     o    Controls over the safeguarding of assets; and
     o    The results of management's testing and evaluation.

The Company's management believes it maintains an adequate and effective system
of controls over financial reporting.

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.

                                       32
<PAGE>

The Company's annual report for December 31, 2007 did not include an attestation
report of the company's registered public accounting firm regarding internal
control over financial reporting. Management's report was not subject to
attestation by the company's registered public accounting firm pursuant to
temporary rules of the Securities and Exchange Commission that permit the
company to provide only management's report in its annual report.

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

None to report.

ITEM 5. Other Information

None to report.

ITEM 6. 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

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

3.7            Certificate of Designation of Rights and Preferences of the
               Series D Preferred Stock of Amen Properties, Inc. (Incorporated
               by reference to the Company's Report on Form 8-K filed with the
               Securities and Exchange Commission on December 17, 2007)

4.1            Form of Warrant (Incorporated by reference to the Company's
               Report on Form 8-K filed with the Securities and Exchange
               Commission on December 17, 2007)

10.1+          Form of Stock Option Agreement

10.2+          1997 Stock Option Plan

10.3*          1997 Stock Option Plan, as amended April 6, 1998

10.4*          1998 Stock Option Plan

10.5**         1998 Stock Option Plan, as amended February 26, 1999

                                       33
<PAGE>

10.6##         1998 Stock Option Plan, as amended March 3, 2000

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

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

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

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

10.11@         Western National Bank Revolving Line of Credit Note

10.12          Employment Agreement between Priority Power Management, Ltd and
               John Bick (Incorporated by reference to the Company's Report on
               Form 8-K filed with the Securities and Exchange Commission on
               June 1, 2006).

10.13          Employment Agreement between Priority Power Management, Ltd and
               Padraig Ennis (Incorporated by reference to the Company's Report
               on Form 8-K filed with the Securities and Exchange Commission on
               June 1, 2006).

10.14          Securities Purchase Agreement among Amen Properties, Inc. and
               NEMA Properties, LLC, Priority Power Management, Ltd. and
               Priority Power Management Dallas, Ltd. and their respective
               partners dated as of May 18, 2006, including the forms of
               promissory note and assignment delivered at closing (incorporated
               by reference to the Company's Form 8-K Current Report filed on
               May 24, 2006).

10.15          Agreement to Distribute Assets among TCTB Partners, Ltd and its
               partners dated as of September 27, 2006 (Incorporated by
               reference to the Company's Report on Form 8-K filed with the
               Securities and Exchange Commission on October 5, 2006)

10.16          Purchase Agreement between TCTB Partners, Ltd as nominee for
               certain partners of TCTB Partners, Ltd and Hampshire Plaza
               Garage, LLC and S.E.S. Investments, Ltd. dated as of September
               29, 2006 (Incorporated by reference to the Company's Report on
               Form 8-K filed with the Securities and Exchange Commission on
               October 5, 2006)

10.17          Management Agreement between the Company and TCTB Management
               Group, LLC. dated as of September 29, 2006 (Incorporated by
               reference to the Company's Report on Form 8-K filed with the
               Securities and Exchange Commission on October 5, 2006)

10.18          Amendment to Employment Agreement of Kevin Yung dated December 5,
               2006 (Incorporated by reference to the Company's Definitive Proxy
               Statement on Form 14A filed with the Securities and Exchange
               Commission on April 20, 2007)

10.19          Amendment to Employment Agreement of John Bick dated June 1, 2006
               (Incorporated by reference to the Company's Definitive Proxy
               Statement on Form 14A filed with the Securities and Exchange
               Commission on April 20, 2007)

10.20          Amendment to Employment Agreement of Padraig Ennis dated June 1,
               2006 (Incorporated by reference to the Company's Definitive Proxy
               Statement on Form 14A filed with the Securities and Exchange
               Commission on April 20, 2007)

10.21          Employment Agreement of Kris Oliver, dated July 30, 2007
               (Incorporated by reference to the Company's Report on Form 8-K
               filed with the Securities and Exchange Commission on July 30,
               2007)

10.22          Purchase Agreement between Amen Properties, Inc. and Bank of New
               York Trust Company, N. A., the trustee of Santa Fe Energy Trust,
               dated as of November 8, 2007 (Incorporated by reference to the
               Company's Report on Form 8-K filed with the Securities and
               Exchange Commission on November 8, 2007)

10.23          Purchase Agreement between Amen Properties, Inc. and Devon Energy
               Production Company, L.P. dated as of November 8, 2007
               (Incorporated by reference to the Company's Report on Form 8-K
               filed with the Securities and Exchange Commission on November 8,
               2007)

10.24          Amendment to Purchase Agreement between Amen Properties, Inc. and
               Bank of New York Trust Company, N. A., the trustee of Santa Fe
               Energy Trust, dated as of November 8, 2007 (Incorporated by
               reference to the Company's Report on Form 8-K filed with the
               Securities and Exchange Commission on December 178, 2007)

                                       34
<PAGE>

10.25          Amendment to Purchase Agreement between Amen Properties, Inc. and
               Devon Energy Production Company, L.P. dated as of November 8,
               2007 (Incorporated by reference to the Company's Report on Form
               8-K filed with the Securities and Exchange Commission on December
               17, 2007)

10.26          SFF Royalty, LLC Operating Agreement (Incorporated by reference
               to the Company's Report on Form 8-K filed with the Securities and
               Exchange Commission on December 17, 2007)

10.27          SFF Production, LLC Operating Agreement (Incorporated by
               reference to the Company's Report on Form 8-K filed with the
               Securities and Exchange Commission on December 17, 2007)

10.28          Securities Purchase and Note Agreement (Incorporated by reference
               to the Company's Report on Form 8-K filed with the Securities and
               Exchange Commission on December 17, 2007)

10.29          Amen Properties Promissory Note to SoftVest, LP (Incorporated by
               reference to the Company's Report on Form 8-K filed with the
               Securities and Exchange Commission on December 17, 2007)

11             Statement of computation of earnings per share

21.1           Subsidiaries of the Company

23.1           Consent of Independent Registered Public Accounting Firm (filed
               herewith)

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.

+++ 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.

## 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 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.

                                       35
<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.


November 14, 2008                          By: /s/ Jon Morgan
                                           -------------------------------------
                                           Jon Morgan,
                                           Chief Executive Officer


November 14, 2008                          By: /s/ Kris Oliver
                                           -------------------------------------
                                           Kris Oliver,
                                           Chief Financial Officer and Secretary

                                       36