UNITED
      STATES SECURITIES AND EXCHANGE COMMISSIONWashington,
      D.C.  20549FORM
      10-K/A(Amendment
      No. 2)ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF
              THE
      SECURITIES EXCHANGE ACT OF 1934For
      the fiscal year ended December 31, 2009Commission
      File Number:  000-25386FX
      ENERGY, INC.(Exact
      name of registrant as specified in its charter)Nevada
            87-0504461(State
      or other jurisdiction of incorporation or organization)
            (I.R.S.
      Employer Identification No.)3006
      Highland Drive, Suite 206, Salt Lake City, Utah
            84106(Address
      of principal executive offices)
            (Zip
      Code)Registrant’s
      telephone number, including area code:
            Telephone
      (801) 486-5555Facsimile
      (801) 486-5575Securities
      registered pursuant to Section 12(b) of the Act:Title
      of each class
            Name
      of each exchange on which registeredCommon
      Stock, Par Value $0.001
            NASDAQ
      Global MarketSecurities
      registered pursuant to Section 12(g) of the Act:None(Title
      of Class)





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.  Yes o   No x





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act.  Yes o   No x





Indicate
by check mark whether the registrant (1) has 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 period 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 o





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).  o





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.  x





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a 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 o
            Accelerated
      filer xNon-accelerated
      filer o
            Smaller
      reporting company o





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





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter.  As of June
30, 2009, the aggregate market value of the voting and nonvoting common equity
held by nonaffiliates of the registrant was $156,186,000.





Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date.  As of March 15, 2010, FX Energy
had outstanding 43,260,517 shares of its common stock, par value
$0.001.





DOCUMENTS
INCORPORATED BY REFERENCE.  None.











EXPLANATORY
NOTE





The sole purpose of this Amendment No.
2 to our Annual Report on Form 10-K for the year ended December 31, 2009, which
was originally filed with the Securities and Exchange Commission on March 17,
2010, and amended on March 19, 2010, is to set forth the information required by
Item 5 of Part II and Items 10, 11, 12, 13, and 14 of Part III because a
definitive proxy statement containing such information will not be filed within
120 days after the end of the fiscal year covered by the previous
filings.  This amendment amends and restates in its entirety Items 5
and 9 of Part II, and Items 10, 11, 12, 13, and 14 of Part
III.  Except as expressly set forth herein, this amendment does not
reflect events occurring after the dates of the original filing or amendment or
modify or update any of the other disclosures contained therein in any way other
than as required to reflect the amendments discussed above.  The
references contained in the original filing and amendment no. 1 to incorporation
by reference of our definitive proxy statement are hereby deleted.








TABLE
OF CONTENTS








Item
            
            
            PagePart
      II5
            
            Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
            39B
            
            Other
      Information
            4Part
      III10
            
            Directors,
      Executive Officers and Corporate Governance
            511
            
            Executive
      Compensation
            812
            
            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
            2313
            
            Certain
      Relationships and Related Transactions, and Director
      Independence
            2414
            
            Principal
      Accounting Fees and Services
            27Part
      IV15
            
            Exhibits,
      Financial Statement Schedules
            28--
            
            Signatures
            33

















PART
II





ITEM
      5. MARKET FOR REGISTRANT’S COMMON EQUITY,RELATED
      STOCKHOLDER MATTERS ANDISSUER
      PURCHASES OF EQUITY SECURITIES





Price
Range of Common Stock and Dividend Policy





The following table sets forth, for the
periods indicated, the high and low closing prices for our common stock as
quoted under the symbol “FXEN” on the NASDAQ Global Market, or its predecessor,
Nasdaq National Market:





Low
            
            High2010:Second
      Quarter (through April 27, 2010)
            $3.42
            
            $4.88First
      Quarter
            2.85
            
            3.552009:Fourth
      Quarter
            2.39
            
            3.28Third
      Quarter
            3.05
            
            4.71Second
      Quarter
            2.91
            
            4.56First
      Quarter
            2.13
            
            3.542008:Fourth
      Quarter
            2.05
            
            7.20Third
      Quarter
            4.95
            
            8.66Second
      Quarter
            4.44
            
            5.81First
      Quarter
            3.98
            
            5.94





We have never paid cash dividends on
our common stock and do not anticipate that we will pay dividends in the
foreseeable future.  We intend to reinvest any future earnings to
further expand our business.  We estimate that, as of March 31, 2010,
we had approximately 10,000 stockholders.





Recent
Sales of Unregistered Securities





None.





Equity
Compensation Plans





Number
      of
              Securities
      To Be
              Issued
      upon Exercise of
              Outstanding
      Options,
              Warrants
      and Rights
            
            Weighted-Average
              Exercise
      Price of
              Outstanding
      Options,
              Warrants
      and Rights
            
            Number
      of Securities
              Remaining
      Available
              for
      Future Issuance under
              Equity
      Compensation Plans
              (excluding
      securities reflected
              in
      column (a))Plan
      Category
            
            (a)
            
            (b)
            
            (c)Equity
      compensation plans approved by security holders
            
            2,209,976
            
            $4.30
            
            125,640













Since inception, we have issued options
pursuant to stock option and award plans that have been adopted by our board of
directors and approved by the stockholders.  As of December 31, 2009,
we have outstanding options and unvested restricted stock awards of 2,209,976
shares under plans that have been approved by the stockholders.  We
will not grant any compensatory options to officers, directors, or employees
outside of stockholder-approved plans.





In addition to the specific provisions
noted below, all such outstanding options and restricted stock awards provide
for antidilution adjustments to the number of shares issuable and the exercise
or conversion price in the event of any stock split, stock dividend, or
recapitalization of our common stock; restrict transfer; require us to reserve
for issuance that number of shares issuable on exercise or conversion; require
notice to the holder prior to certain extraordinary corporate events; require
payment of the exercise price of options and warrants in cash or in such other
type of consideration as specifically noted; are fully vested and exercisable
unless otherwise indicated; and contain other similar miscellaneous
items.







ITEM
      9B. OTHER INFORMATION





Because of economic uncertainty, during
2008 the Compensation Committee recommended and the Board granted lower bonus
awards than our FX Energy Cash Bonus Plan (“Bonus Plan”) formulae would have
provided, based on a consideration of the factors discussed in Item 11, noting
that 2008 awards may be reviewed later to determine whether an additional 2008
award may be appropriate in view of the global economic situation and the
Company’s liquidity.  Although the Compensation Committee did not
revise its initial recommendation, after further review and with updated input
from management, on November 16, 2009, the Board approved an additional 2008
incentive plan award as set forth below, payable only upon the occurrence of
corporate EBITDAX (earnings before interest, taxes, depreciation, amortization,
and exploration expenses) exceeding $2 million per month for three consecutive
months:





Named
      Executive Officer
            
            Additional
              2008
      BonusDavid
      N. Pierce
            
            $146,044Thomas
      B. Lovejoy
            
            54,038Andrew
      W. Pierce
            
            116,812Jerzy
      B. Maciolek
            
            116,812Clay
      Newton
            
            23,038



















PART
III





ITEM
      10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
  GOVERNANCE





Executive
Officers, Directors





Our articles of incorporation provide
that the board of directors shall be divided into three classes, with each class
as equal in number as practicable.  One class is to be elected each
year for a three-year term at the annual stockholder meeting.





The following sets forth the name, age,
term of directorship, and principal business experience of each of our executive
officers and directors:





YearName
            
            Age
            
            Director
              Since
            
            Term
      Expires
            
            Business
      Experience During Past
              Five
      Years and Other InformationDirectorsDavid
      N. Pierce
            
            64
            
            1992
            
            2011
            
            President
      and a director of the Company since 1992, Chairman from 1992 through
      2003.  Co-founder with his brother, Andrew W. Pierce, of our
      predecessor, Frontier Exploration Company.  Executive capacities
      with privately held oil and gas companies since 1979 and an attorney with
      more than 30 years of experience in natural resources, securities, and
      international business law.  The board believes Mr. Pierce
      should serve as a director because of his role as founder and principal
      strategist for the Company based on his training and
      experience.Thomas
      B. Lovejoy
            
            74
            
            1995
            
            2010
            
            Chairman
      of the board of directors since October 2003, Executive Vice-President
      effective February 2007, Chief Financial Officer from 1999 to 2007,
      Vice-Chairman from 1995 through 2003, and a consultant to the Company from
      1995 to 1999.  More than 30 years investment banking
      experience.  Mr. Lovejoy was selected as a director because of
      his experience and access to the energy capital markets and investment
      community.Jerzy
      B. Maciolek
            
            60
            
            1995
            
            2012
            
            Vice-President
      of International Exploration and a director of the Company since
      1995.  Employed by us since September
      1995.  Instrumental in our exploration efforts in
      Poland.  Geophysicist with more than 30 years experience in
      Poland, Kazakhstan, and western United States.  Graduate of the
      Mining and Metallurgy Academy in Krakow, Poland.  The board
      chose Mr. Maciolek to be a director because of his familiarity with oil
      and gas exploration in Poland and his familiarity with its governmental,
      regulatory, and cultural environment.


















YearName
            
            Age
            
            Director
              Since
            
            Term
      Expires
            
            Business
      Experience During Past
              Five
      Years and Other InformationArnold
      S. Grundvig, Jr.
            
            61
            
            2003
            
            2010
            
            Director
      of the Company since 2003.  President and Chief Financial
      Officer of A-Systems Corporation, a developer of accounting software,
      since 1993.  Previously various executive-level positions in
      financial management.  Mr. Grundvig is a member of our Audit
      Committee and Nomination and Governance Committee and was appointed as
      Chairman of our Compensation Committee in early 2009.  The board
      believes Mr. Grundvig’s general business and financial experience and
      expertise contributes to the board’s oversight.Richard
      Hardman CBE
            
            74
            
            2003
            
            2012
            
            Exploration
      Advisor since February 2003 and director since October 27,
      2003.  Over a career spanning more than 40 years, worked in oil
      and gas exploration as a geologist in Libya, Kuwait, Colombia, Norway, and
      the North Sea.  Chairman of the Petroleum Society of Great
      Britain, President of the Geological Society of London, European member of
      the Advisory Council of the American Association of Petroleum Geologists,
      and former Chairman and current committee member of APPEX, a farmout fair
      organization based in London.  Commander of the British Empire
      in New Year Honours List of 1998 for services to the oil
      industry.  Mr. Hardman is a member of our Nomination and
      Governance Committee and Compensation Committee.  The board
      chose Mr. Hardman to become a director because of his extensive oil and
      gas exploration expertise, particularly in exploration areas that may be
      analogous to Poland.Dennis
      B. Goldstein
            
            64
            
            2003
            
            2011
            
            Mr.
      Goldstein has been a director since October 2003, and was appointed Lead
      Director November 2003.  He previously served as a member of the
      board of directors from 1999 to 2002, and was a member of our Audit
      Committee prior to his resignation.  Attorney engaged in natural
      resource matters for over 30 years.  Mr. Goldstein is Chairman
      of our Nomination and Governance Committee and is a member of our Audit
      Committee and Compensation Committee.  The board chose Mr.
      Goldstein to become a director because of his international natural
      resources experience in legal affairs.


















YearName
            
            Age
            
            Director
              Since
            
            Term
      Expires
            
            Business
      Experience During Past
              Five
      Years and Other InformationH.
      Allen Turner
            
            57
            
            2007
            
            2012
            
            Mr.
      Turner was appointed to the board of directors in February
      2007.  Mr. Turner has 25 years experience in finance, including
      20 years as a senior executive at Devon Energy
      Corporation.  Since 2001, Mr. Turner has served as a director of
      Cortland Associates, a registered investment advisor, and as a private
      investor.  Mr. Turner is Chairman of our Audit Committee and a
      member of our Nomination and Governance Committee and Compensation
      Committee.  The board chose Mr. Turner to become a director
      because of his extensive executive experience in capital markets,
      strategic planning, and investor relations.Executive OfficersAndrew
      W. Pierce
            
            62
            
            --
            
            --
            
            Vice-President
      of Operations of the Company since 1992, director from 1992 through his
      resignation in 2003.  Co-founder with his brother, David N.
      Pierce, of our predecessor, Frontier Exploration Company.  More
      than 30 years of experience in oil and gas exploration, drilling,
      production and leasing experience, with primary management and line
      responsibility for drilling and completion activities.Clay
      Newton
            
            53
            
            --
            
            --
            
            Vice-President
      of Finance, Treasurer, and Chief Accounting Officer since 2003 and a
      director from 2002-2003.  Executive accounting and financial
      management for energy and technology firms for over 25
    years.Scott
      J. Duncan
            
            61
            
            --
            
            --
            
            Vice-President
      Investor Relations and Secretary of the Company, director from 1993
      through 2004, when he did not stand for reelection, and financial
      consultant to the Company from its inception through April
      1993.





Section
16(a) Beneficial Ownership Reporting Compliance





Section 16(a) of the Securities
Exchange Act of 1934, as amended, requires our directors, executive officers,
and persons that own more than 10% of a registered class of our equity
securities to file with the Securities and Exchange Commission initial reports
of ownership and reports of changes in ownership of equity securities of the
Company.  Officers, directors, and greater than 10% stockholders are
required to furnish us with copies of all Section 16(a) forms they
file.





Based solely upon a review of Forms 3,
4, and 5 and amendments thereto filed with the Securities and Exchange
Commission during or respecting the last fiscal year ended December 31, 2009, no
person that, at any time during the most recent fiscal year, was a director,
officer, beneficial owner of more than 10% of any class of our equity
securities, or any other person known to be subject to Section 16 of the
Exchange Act failed to file, on a timely basis, reports required by Section
16(a) of the Securities Exchange Act.




















ITEM
      11. EXECUTIVE COMPENSATION





Compensation
Discussion and Analysis





The following discussion and analysis
of compensation arrangements of our Named Executive Officers for 2009 should be
read together with the compensation tables and related disclosures set forth
below.  This compensation discussion and analysis has been prepared by
our management and reviewed by the Compensation Committee, or “the Committee,”
and by our Board of Directors, or “Board.”  This discussion is
intended to provide perspective and context for the compensation tables that
follow.  After the review, the Committee recommended the inclusion of
this compensation discussion and analysis in our annual report on Form 10-K and
proxy statement.  See “Compensation Committee Report”
below.  This discussion contains forward-looking statements that are
based on our current plans, considerations, expectations, and determinations
regarding future compensation programs.  Actual compensation programs
that we adopt may differ materially from currently planned programs as
summarized in this discussion.





Overview





This compensation discussion and
analysis covers the following topics:




§
            the
      philosophy and objectives of our executive compensation
      program;




§
            our
      process of setting executive
compensation;




§
            the
      components of our executive
compensation;




§
            internal
      pay equity and risk assessment, and




§
            the
      tax considerations of executive
compensation.





Executive
Compensation Philosophy





FX Energy is a unique independent oil
and gas company.  As the only US-based company whose focus is on
early-stage exploration in Poland and one of only a few of its size that
operates outside the United States, we face many challenges that go beyond the
typical risks associated with an established oil and gas company operating
domestically.  These challenges include working with Poland’s
governmental agencies as new energy policies and practices evolve, enhancing the
knowledge base of the local industry, and working through a frequently changing
political climate.  In addition, we face the risk of doing business in
a former communist country, whose exploration and environmental laws are
continuing to advance, and having a national oil company as the partner and
operator of many of our significant exploration projects, which means we do not
cannot control the timing and nature of many of our operations.





In addition, while we have been
successful in our drilling operations and have established reserves and
production, we continue to face significant exploration risk as we move
forward.  We recognize our risk profile and consider this and our
unique operating circumstances when we evaluate and set executive
compensation.



















Our philosophy is that compensation
paid to our executives should generally be correlated to the trends and levels
of a peer group of other energy companies with an overall profile similar to
ours, and should be designed to align the employees’ interests with the our
performance on both a short- and long-term basis.  Accordingly, a
significant portion of total compensation is directly related to our
performance.  In order to build a direct link between stockholder
interests and executive compensation, we have equity and cash incentive
compensation programs that may account for a majority of an executive’s
compensation.  This practice parallels the compensation practices of
our peer group.  In order to attract and retain the best talent, we
compensate at a level that reflects the demand within our peer group for
talented executives, especially in a cyclical industry
environment.  In view of these circumstances, we must balance pay for
performance with the compelling need to attract, retain, and incentivize senior
executives.  The Committee has the discretion to recommend rewards for
executives for superior performance or to recommend decreased compensation for
inferior performance.





Executive
Compensation Process





The
Compensation Committee





The Compensation Committee’s
responsibilities, which are more fully described in the Committee’s charter,
include each of the following:





§
            developing
      and implementing compensation programs that enhance our ability to recruit
      and retain qualified directors, executives, and other personnel and
      developing and implementing stock option and award programs that create
      long-term incentive for directors, executive management, and key employees
      by enabling them to acquire an equity stake in the
  Company;





§
            outside
      the presence of the Chief Executive Officer, reviewing and recommending to
      the Board of Directors the amount and manner of compensation of the Chief
      Executive Officer for final determination by the Board of
      Directors;





§
            consulting
      with and considering the recommendations of the Chief Executive Officer
      respecting the amount and manner of compensation of the other executive
      officers and recommending to the Board of Directors the amount and manner
      of compensation for such executive officers for final determination by the
      Board of Directors;





§
            reviewing
      and recommending to the Board of Directors incentive awards under our
      stock option and stock award plans for executive officers, directors,
      employees, and other eligible participants;
and





§
            administering
      our long-term incentive plans in accordance with the terms and conditions
      of the plans, discharging any responsibilities imposed on, and exercising
      all rights and powers granted to, the Committee by the plan, and
      overseeing the activities of the individuals and entities responsible for
      the day-to-day operation and administration of the
  plans.





Upon receiving recommendations from the
Committee, the Board considers such recommendations, with the direct additional
input from the Chief Executive Officer, to determine executive
compensation.



















Benchmarking
Against Peer Companies





We use both survey data and public
information as a framework in structuring the total compensation opportunities
provided to Named Executive Officers, such that the average total compensation
of the peer group can serve as an input.  Actual compensation paid
will be higher or lower than peer group averages depending on a number of
factors, including Company and individual performance, performance of the peer
group, accomplishment of our goals, our financial condition, and industry and
economic conditions generally.





We annually review competitive
executive compensation based on public company data compiled by Equilar, Inc.,
an independent compensation data compiler.  The public company data is
further benchmarked, for comparative purposes, with the annual Mercer Human
Resource Consulting Energy Compensation Survey, which contains data on both
public and private energy companies, segregated by size and geographical
location.  We do not engage an independent compensation
consultant.





In analyzing and determining 2009
compensation levels, we reviewed comparative compensation data for certain
US-traded public companies engaged in the oil and gas business that were similar
to us in the areas of market capitalization, annual revenues, and enterprise
value.  We believe that these criteria were effective in yielding an
appropriate peer group of comparable companies.  The benchmarking
results provided background and context for Committee recommendations and
decisions; the information regarding peer companies and pay practices of the
peer group assisted in its analysis but did not govern the Committee’s award
recommendation for any particular executive.  The industry peer group
changes from time to time due to business combinations, asset sales,
bankruptcies, and other types of transactions that cause peer companies to no
longer exist or no longer be comparable.  The Committee approves any
revisions to the peer group on an annual basis.  The following 16
companies comprised the industry peer group used during 2009 in connection with
executive compensation decisions:





Abraxas
      Petroleum
            IsramcoAurora
      Oil & Gas
            Panhandle
      RoyaltyBarnwell
      Industries
            Ram
      Energy ResourcesCredo
      Petroleum
            Royale
      EnergyDouble
      Eagle Petroleum
            Teton
      EnergyGASCO
      Energy
            Toreador
      ResourcesGastar
      Exploration
            Transmeridian
      ResourcesHarken
      Energy
            Tri
      Valley





As part of the total compensation
review process, the Committee reviews each element and the mix of compensation
that comprises the total executive compensation package.  This process
includes comparing historical data for the executives in the peer group to
similar data for our executives as a group, or individually in the case of the
Chief Executive Officer.  With the assistance of the Chief Executive
Officer, the Committee also makes an assessment of skills, experience, and
achievements of the Named Executive Officers as a group and individually as the
basis for its recommendations to the Board.  To support our
compensation objectives, the Committee may recommend that the Board adjust
elements of compensation for our executives to align them with the various
elements of the peer group executives.  In addition to adjusting the
allocation among elements of compensation for the executive group or Chief
Executive Officer, as the case may be, individual pay may differ for any
executive based on individual performance, tenure, and a subjective assessment
of future potential.  We may also adjust base salary or long-term
equity pay based on internal equity among the executive group.


















In executive sessions outside the
presence of the Chief Executive Officer, the Committee reviews and recommends to
the Board compensation for the Chief Executive Officer based on his performance,
using the benchmarked data as a reference point.  In consultation with
the Chief Executive Officer, the Committee then recommends to the Board the
amount of compensation for the remaining executives.  The Committee
considers each of the factors comprising performance results in recommending the
amount of each executive’s compensation.  The Board then reviews and
considers the Committee’s recommendation in the light of its own analysis of
these compensation factors and with further input from the Chief Executive
Officer.





Executive
Compensation Components





Our Board-approved executive
compensation program consists of five key elements: base salary, annual cash
incentives, long-term cash and equity incentives, retirement compensation, and
other employee benefits.  The benefit plans are designed to encourage
retention and reward long-term employment.  We believe perquisites for
senior executives should be extremely limited in scope and value and should also
be restricted to those types of perquisites that are available to all
employees.





We supplement this compensation with
downside protection to minimize the turnover of executive talent and to ensure
that our executives’ attention remains focused on the Company’s and our
shareholders’ interests.  Such downside protection includes the use of
employment and change of control agreements, which are discussed in more detail
below.





The actual amount ultimately realized
by individual executives from their total compensation opportunities (other than
base salary), if any, is dependent upon our actual operational, financial,
and/or stock price performance as well as individual
performance.  Accordingly, if overall results fail to meet the goals
established for the compensation opportunities, then earned compensation is
likely to fall below the peer group’s mean compensation depending upon the
performance of the companies within that group.





Base
Salary and Benefits





To remain competitive with compensation
levels of executives at comparable companies, we target the base pay of our
executives at about the average of the peer group of companies identified
above.  We believe that targeting base pay at a competitive level
helps fulfill our compensation program objective of attracting and retaining
high-quality executives.  Each executive’s salary relative to this
competitive framework varies based on the level of his responsibility,
experience, time in position, internal pay equity considerations, and individual
performance and is reviewed by the Committee on an annual
basis.  Specific salary adjustments take into account these factors
and the current market for management talent.





Executives participate with other
full-time employees in Company-paid medical, dental, and life insurance
plans.





Analysis
of 2009 Salaries





As a result of a review of peer group
and other compensation data available, including current compensation trends and
talent demand in the oil and gas industry, and consideration of our financial
condition, we determined to freeze 2009 Named Executive Officer salaries at
their 2008 levels.  In late 2009, we determined to continue that
freeze through 2010.  We considered the impact of inflation in
reviewing compensation levels and concluded that the level of inflation did not
warrant salary changes.  In total, we anticipate that the executive
group’s combined base salaries would approximate the average of our peer group
for both 2009 and 2010.


















Annual
Cash Incentives





As part of each executive’s
performance-based compensation, we maintain the Bonus Plan.  The
purpose of the Bonus Plan is to make a significant portion of each executive’s
total compensation variable based on our performance and the performance of the
individual officer respecting comparative achievement of the goals discussed
below that are set to enhance shareholder value over the long term.





The Bonus Plan calls for the Committee
to review certain corporate performance criteria as it relates to our peers and
leaves the Committee the discretion to consider the achievement of other
specific corporate objectives, individual contributions, general economic
conditions, and other factors when making incentive awards for each
year.  The Committee uses this information to recommend to the Board
annual incentive awards.  The Bonus Plan provides for a preliminary
award near year-end based on an analysis of company performance to date and
preliminary peer group data, followed by a final payment (which may be zero)
later in the year, once all peer group prior year performance data becomes
available.





We set target awards as a percentage of
base salary at about the estimated average of peer group award
percentages.  Our success in meeting our corporate objectives,
reviewed at year-end, and each particular executive’s role in meeting those
objectives are used to determine whether the actual award should be above,
below, or at the anticipated peer group average.





In determining short-term cash
incentive awards, the Committee reviews corporate performance relative to our
peer group in the following areas: (i) three-year revenue growth per share, (ii)
three-year reserve volume growth per share, (iii) three-year finding and
development cost; and (iv) one-year stock price change.  Each measure
comprises 25% of the incentive award.  For each measure, the peer
group members, including the Company, are ranked by performance order and
divided into quintiles.  The incentive award for each measure is
determined by the quintile ranking of the Company within the peer group, and the
percentage contributions of all four measures are added to determine the overall
annual incentive award.  Award percentages for the various quintiles
range ratably from 50% in the first quintile to 0% in the fifth
quintile.





We believe that success in these four
areas enhances shareholder value in both the short term and the long
term.  Success in the areas of reserve additions and revenue growth,
in particular, are important in implementing our business model of translating
early-stage exploration efforts into tangible assets and cash
flow.  Lower than industry-average finding costs demonstrate our
ability to find and drill exploration targets that contribute meaningfully to
increases in reserve volumes and values.  Relative changes in share
price reflect the market’s recognition of our progress in implementing our
business model.  Nonetheless, the Committee also recognizes that no
single or combination of mathematical criteria can fully capture the success or
failure of the Company.  Thus, the Committee has reserved the right
throughout to exercise its discretion and judgment in considering other
nonmathematical factors, including long-term liquidity and lender relationships,
the perceived quality of oil and gas prospects, and similar factors that may
alter the recommendations to the Board respecting executive
compensation.





















2008
Incentive Awards





Because of economic uncertainty, during
2008 the Committee recommended and the Board adopted bonus awards lower than our
Bonus Plan formulae would have provided, based on a consideration of the factors
discussed below, noting that 2008 awards may be reviewed to determine whether an
additional 2008 award may be appropriate in view of the global economic
situation and the Company’s liquidity.  In evaluating 2008 corporate
accomplishments, the Committee noted the following with respect to corporate
performance components:





Reserve
Volume Growth per Share





Our three-year reserve volume growth
per share of 17% was in the second highest quintile of the peer group, which
qualified for a 37.5% incentive award.





Revenue
Growth per Share





Our three-year revenue growth per share
of 43% was in the second highest quintile of the peer group, which qualified for
a 37.5% incentive award.





Finding
Costs





Our three-year finding costs of $2.56
per Mcfe were in the second highest quintile of the peer group, which qualified
for a 37.5% incentive award.





Share
Price





Our 2008 stock price change was in the
second highest quintile of the peer group, which qualified for a 37.5% incentive
award.





The Company outperformed on each of
these mathematical calculations.  However, the Committee also
considered what it perceived to be a deterioration of balance sheet liquidity
and equity, the failure to meet revenue expectations, increased financing costs
related to the expansion of our credit facility, and similar
factors.  Although the Committee did not revise its initial
recommendation, after further review and with updated input from management, the
Board approved a final 2008 incentive plan payout as set forth below, payable
only upon the occurrence of corporate EBITDAX (earnings before interest, taxes,
depreciation, amortization, and exploration expenses) exceeding $2 million per
month for three consecutive months.  The additional 2008 incentive
award adopted by the Board was as follows:





Name
            Additional AmountDavid
      N. Pierce
            $146,044Thomas
      B. Lovejoy
            54,038Andrew
      W. Pierce
            116,812Jerzy
      B. Maciolek
            116,812Clay
      Newton
            23,038



















2009
Incentive Awards





For 2009, the Committee did not
undertake a review of Company performance under the Bonus Plan criteria relative
to the peer group.  Instead, the Committee recommended and the Board
approved preliminary incentive awards for 2009 equal to the preliminary bonus
paid for 2008, with the intent to review fully Company performance relative to
the peer group and determine the final 2009 incentive awards after 2009 peer
group data becomes available.





Executive Officer
            2009
      InterimMinimum AwardDavid
      N. Pierce
            $98,000Thomas
      B. Lovejoy
            48,000Andrew
      W. Pierce
            73,000Jerzy
      Maciolek
            73,000Clay
      Newton
            40,501





Long-Term
Incentives





Equity
Awards





We maintain equity compensation plans
under which we make an annual grant of stock awards to eligible Named Executive
Officers and others.





Over the past few years, significant
accounting rule changes have led us to review our previous stock option award
programs and focus more closely on stock utilization, including the
consideration of stock market overhang and annual run rates.  As a
result, we have discontinued certain stock option awards under our equity
compensation plans.  We issue restricted stock awards to the majority
of eligible senior management as our primary long-term equity
incentive.  Restricted stock awards provide value in the form of
Company stock while resulting in lower share usage and lower dilution than the
use of certain other types of equity awards.  In addition, the vesting
conditions (discussed below) and opportunity for long-term capital appreciation,
which are characteristic of restricted stock awards, help us achieve our
objectives of management retention and linking pay to our long-term shareholder
value.  Restricted stock awards do not offer dividend or voting rights
until they vest and the shares are subsequently released to the
grantee.





As with other elements, the value
received through various stock-based awards is included in our annual total
compensation review process.  Each year, we collect and review
competitive data from the peer group specifically on the use of and value
received through equity incentives.  From this data, management
develops and recommends annual awards.  Our philosophy is that the
award opportunity should match the range of awards made by our
peers.  Individual awards are then further modified, based on a
subjective assessment of individual performance, contribution, and future
potential.





Analysis
of 2009 Equity Awards





Our equity component of compensation
for senior executives was low compared to the average of the peer group;
however, in view of the remaining number of shares available for future
issuance, the Committee recommended that the award remained unchanged for
2009.



















Vesting
and Other Restrictions





Annual equity awards granted under our
equity compensation plans typically vest 33% on each of the first three
anniversaries of their grant date, contingent on continued employment with
us.  In the case of supplemental awards, we may use a shorter or
longer vesting period depending upon our retention objectives for the individual
recipient.  We believe that these provisions serve our objectives of
retention and connecting the executives’ long-term interests to ours and to
those of our shareholders.





Grant
Timing and Pricing





We grant annual stock awards generally
at or near our regularly scheduled, fourth quarter Board meeting each
year.  Notwithstanding our grant schedule, we do not grant stock
awards prior to the release of material, nonpublic information that is likely to
result in change in our stock price.  We may change the date upon
which equity awards are granted if there is unreleased material, nonpublic
information.





Executive
Royalty Incentive Plan





In early 2010, the Board adopted the FX
Energy Executive Royalty Incentive Plan (the “Royalty Plan”).  The
purpose of the Royalty Plan is to maximize the economic incentive to the
participants to encourage the highest potential drilling, accelerate and
increase production and reserves, maximize our revenues, and generally enhance
our ability to incentivize and retain valuable employees upon whom, in large
measure, our continued revenue and reserve growth
depends.  Accomplishing these goals, particularly through exploration
on a limited budget, requires excellent exploration concepts, well-executed land
acquisition strategies, creative financing, collaborative industry
relationships, careful drilling, and prudent production.  The grants
set forth in the Royalty Plan provide benefits only from production to provide
an economic incentive for bringing wells online as quickly as
practicable.  These grants provide participants having managerial,
professional, or other key decision-making responsibilities with an opportunity
to participate in the results of successful acquisition, exploration, and
production.





The Royalty Plan contemplates replacing
the annual restricted stock awards for our executives with a 3% royalty pool,
proportionally reduced to our working interest, on our oil and gas revenues from
future wells, allocated among our executives, including our named Executive
Officers.  The Royalty Plan excludes all wells and geologic structures
for which we had proved reserves at the end of 2009.  Accordingly,
there is no assurance that our executives will receive any future payments under
this plan.  We have not paid anything under this Royalty Plan to
date.





Retirement
Compensation





We do not offer a traditional pension
plan.  We do have a 401(k) Stock Bonus Plan under which we make annual
contributions, in the form of FX Energy stock, to the retirement account of each
of our Named Executive Officers.  Each executive is encouraged to
retain the contributed stock, and as of the date of this report, no executive
has sold any of the shares so contributed.  We believe that offering
this plan to executives is critical to achieve the objectives of attracting and
retaining talent, particularly because we do not offer a defined benefit pension
plan or any employee stock purchase, employee stock ownership, deferred
compensation, or supplemental early retirement plans.





















Other
Compensation





We offer limited other perquisites and
benefits to our executives, which are reflected in the relevant tables and
narratives that follow.  The executives participate in basic
Company-wide plans and programs such as group medical, dental, and life
insurance in accordance with the terms of the programs and on the same terms as
all other domestic administrative employees.  We do not offer
disability insurance, automobile allowances, Company-provided automobiles, club
memberships/dues, financial planning allowances, security services, first class
air travel, or sign-on or retention bonuses.





Internal
Pay Equity





Our core compensation philosophy is to
pay our Named Executive Officers competitive levels of compensation that reflect
their individual responsibilities and contributions to the Company, while
providing incentives to achieve our business objectives.  While
comparisons to compensation levels of similarly situated executives at companies
in our peer group are beneficial in assessing the competitiveness of our various
programs, we recognize that our compensation programs must also be internally
consistent and equitable.  The Committee and Board evaluated the mix
of the individual elements of compensation paid to our executives, as well as
the overall composition and responsibilities of the executive
team.  We do not have a formal policy that addresses Chief Executive
Officer compensation multiples as they relate to other Named Executive Officers;
however, the Chief Executive Officer’s total compensation has historically been
less than 140% of the average total compensation of the other Named Executive
Officers.





FX Energy was originally founded by
three individuals, David N. Pierce (currently the Chief Executive Officer),
Andrew W. Pierce, and Jerzy B. Maciolek.  In recognition of their
initial vision and ongoing contribution to our success, we have determined that
the salaries of Andrew W. Pierce and Jerzy Maciolek be set at the same
level.





Risk
Assessment





The Committee believes that its
approach to choosing performance metrics and evaluating performance results
assists in mitigating excessive risk-taking that could harm our value or reward
poor judgment by our executives.  Several features of our programs
reflect sound risk-management practices.  We believe our overall
compensation program provides a reasonable balance between short- and long-term
objectives, which helps mitigate the risk of excessive risk-taking in the short
term.  Further, the performance criteria reviewed by the Committee in
determining cash bonuses are Company-wide, and the Committee and Board use their
subjective judgment and discretion in recommending and approving bonus levels
for our officers.  This is based on the Committee’s and the Board’s
belief that applying Company-wide metrics encourages decision making that is in
the best long-term interests of the Company and our stockholders as a
whole.  The multi-year vesting of our equity awards for executive
compensation discourages excessive risk-taking and properly accounts for the
time horizon of risk.





Tax
Considerations





Impact
of Internal Revenue Code Section 162(m)





Under the Omnibus Budget Reconciliation
Act of 1993, provisions were added to the Internal Revenue Code under
Section 162(m) that limit our federal income tax deductions for
compensation expense in excess of $1 million paid to Named Executive
Officers.  However, performance-based compensation can be excluded
from the limit so long as it meets certain requirements.





















No executive of FX Energy, including
its Chief Executive Officer, has received compensation in any given year in
excess of $1 million.





Section 409A
of the Internal Revenue Code





To the extent one or more elements of
compensation provided to executives is subject to Section 409A of the
Internal Revenue Code, we intend that these elements be compliant so that the
executives are not subject to increased income or penalty taxes imposed by
Section 409A.  Section 409A requires that “deferred
compensation” either comply with certain deferral election and payment rules or
be subject to a 20% additional tax and in some circumstances penalties and
interest imposed on the person who is to receive the deferred
compensation.  We believe that if the adverse tax consequences of
Section 409A become applicable to our compensation arrangements, such
arrangements would be less efficient and less effective in incentivizing and
retaining employees.  We intend to operate our compensation
arrangements so that they are compliant with or exempt from Section 409A
and have, therefore, amended or modified our compensation programs and awards,
including our employment agreements, to the extent necessary to make them
compliant or exempt.  We have also agreed to provide additional
payments to the Named Executive Officers in the event that an additional tax is
imposed under Section 409A.





Report
of the Compensation Committee





The Compensation Committee is
responsible for developing and recommending to the Board our executive
compensation programs.  Our Compensation Committee has reviewed and
discussed the compensation discussion and analysis required by Item 402(b)
of Regulation S-K with management, and based on such review and
discussions, the Compensation Committee recommended to the Board that the
compensation discussion and analysis be included in our annual report on Form
10-K and proxy statement.





The
      Compensation Committee:
            Arnold
      S. Grundvig, Jr., ChairmanDennis
      B. GoldsteinRichard
      HardmanH.
      Allen Turner





The above report of our Compensation
Committee shall not be deemed to be “soliciting material” or to be “filed” with
the Securities and Exchange Commission, nor shall this report be incorporated by
reference into any filing made by us under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended.





2009
Summary Compensation Table





The following table summarizes the
compensation of our Chief Executive Officer and our four highest paid executive
officers other than our Chief Executive Officer (“Named Executive Officers”) for
the fiscal year ended December 31, 2009.





Stock
            All
      OtherSalary
            Bonus
            Awards
            Compensation
            TotalName
      and Principal Position
            Year
            ($)
            ($)
            ($)(1)
            ($)(2)
            ($)David
      N. Pierce
            2009
            $
      367,500
            $   98,000(3)
            $115,500
            $  62,551
            $643,551(3)President,
      Chief Executive Officer
            2008
            367,500
            244,044(4)
            115,080
            69,125
            795,749(4)2007
            350,000
            227,500
            256,200
            67,685
            901,385Thomas
      B. Lovejoy
            2009
            262,500
            48,000(3)
            66,000
            64,129
            440,629(3)Chairman,
      Executive Vice President
            2008
            262,500
            102,038(4)
            65,760
            72,283
            502,581(4)2007
            250,000
            112,500
            146,400
            70,312
            579,212
















Stock
            All
      OtherSalary
            Bonus
            Awards
            Compensation
            TotalName
      and Principal Position
            Year
            ($)
            ($)
            ($)(1)
            ($)(2)
            ($)Andrew
      W. Pierce
            2009
            283,500
            73,000(3)
            103,125
            54,431
            514,056(3)Vice
      President Operations
            2008
            283,500
            189,812(4)
            102,750
            55,194
            631,256(4)2007
            270,000
            148,500
            228,750
            52,007
            699,257Jerzy
      B. Maciolek
            2009
            283,500
            73,000(3)
            103,125
            62,106
            521,731(3)Vice
      President Exploration
            2008
            283,500
            189,812(4)
            102,750
            68,545
            644,607(4)2007
            270,000
            297,000
            228,750
            60,629
            856,379Clay
      Newton
            2009
            210,000
            40,501(3)
            61,875
            54,057
            366,433(3)Vice
      President Finance
            2008
            210,000
            63,539(4)
            61,650
            61,994
            397,183(4)2007
            185,000
            114,469
            137,250
            54,212
            490,931




________________




(1)
            The
      amount includes the fair value of stock awards on the date of grant as
      calculated in accordance with Financial Accounting Standards Board
      (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation
      – Stock Compensation, formerly Statement of Financial Accounting Standards
      No. 123 (revised 2004) Share-Based Payment (“SFAS
      No. 123R”).  The 2007 and 2008 values were recalculated
      from the amounts shown in prior proxy statements to reflect the grant date
      fair value, as required by SEC rules effective for 2010.For
      a discussion of valuation assumptions, see Note 1 to our consolidated
      financial statements included in our annual report on Form 10-K for
      the year ended December 31, 2009.  The table below shows
      the 2009 stock grants to each of the Named Executive
    Officers:




Name
            
            Restricted
      SharesDavid
      N. Pierce
            
            42,000Thomas
      B. Lovejoy
            
            24,000Andrew
      W. Pierce
            
            37,500Jerzy
      B. Maciolek
            
            37,500Clay
      Newton
            
            22,500




(2)
            The
      amounts reported for each of the Named Executive Officers in “All Other
      Compensation” for 2009 are shown below (in
  dollars):




Registrant
      Contributionsto
      Defined Contribution
            
            Medical
      / Dental / LifeName
            
            Plans
            
            Insurance
      PremiumsDavid
      N. Pierce
            
            $49,000
            
            $13,551Thomas
      B. Lovejoy
            
            49,000
            
            15,129Andrew
      W. Pierce
            
            49,000
            
            5,431Jerzy
      B. Maciolek
            
            49,000
            
            13,106Clay
      Newton
            
            42,000
            
            12,057




(3)
            The
      bonus consists of a preliminary award under our Bonus Plan that may be
      increased later after 2009 peer group performance data is available,
      subject to the discretion of the
Board.




(4)
            Includes
      additional bonus awards in November 2009 under our Bonus Plan, based on
      the Board’s consideration of final peer group performance data for 2008,
      that are payable if our corporate EBITDAX exceeds $2.0 million for three
      consecutive months.





Narrative
to Summary Compensation Table and Grants of Plan-Based Awards Table





We maintain the following executive
compensation programs for our Named Executive Officers:


·
            base
      salary


·
            annual
      cash incentive compensation


·
            equity-based
      awards


·
            retirement
      benefits


·
            other
      employee benefits


·
            employment
      and change in control agreements





We include further details regarding
these programs, including information on performance criteria and vesting
provisions, in the “Compensation Discussion and Analysis—Executive Compensation
Philosophy” section on page 8.





















Outstanding
Equity Awards at 2009 Year-End





The following table reflects
outstanding stock option awards classified as exercisable and unexercisable as
of December 31, 2009, for each of the Named Executive
Officers.  The table also reflects unvested and unearned stock
awards:





Option
      Awards
            Stock
      AwardsEquityIncentiveEquity
            PlanIncentive
            Awards:Plan
            MarketEquity
            
            
            
            
            Awards:
            or
      PayoutIncentive
            
            
            
            
            Number
            Value
      ofPlan
            
            
            
            
            of
            UnearnedNumber
      of
            
            Awards:
            
            
            Number
            Market
            Unearned
            Shares,Securities
            Number
      of
            Number
      of
            
            
            of
            Value
      of
            Shares,
            Units
      orUnderlying
            Securities
            Securities
            
            
            Shares
      or
            Shares
      or
            Units
      or
            OtherUnexer-
            Underlying
            Underlying
            
            
            Units
      of
            Units
      of
            Other
            Rightscised
            Unexercised
            Unexer-
            
            
            Stock
            Stock
            Rights
            ThatOptions
      (#)
            Options
      (#)
            cised
            Option
            Option
            Held
      That
            That
      Have
            That
      Have
            HaveExer-
            Unexer-
            Unearned
            Exercise
            Expiration
            Have
      Not
            Not
            Not
            NotName
            cisable(1)
            cisable
            Options(#)
            Price($)
            Date
            Vested(#)
            Vested($)(2)
            Vested(#)
            Vested($)David
      N. Pierce
            -
            -
            -
            -
            -
            84,000(3)
            $239,400
            -
            -85,000
            -
            85,000
            3.98
            10/27/10
            -
            -
            -
            -85,000
            -
            85,000
            8.37
            08/31/11
            -
            -
            -
            -Thomas
      B. Lovejoy
            -
            -
            -
            -
            -
            48,000(4)
            $136,800
            -
            -75,000
            -
            75,000
            3.98
            10/27/10
            -
            -
            -
            -75,000
            -
            75,000
            8.37
            08/31/11
            -
            -
            -
            -Andrew
      W. Pierce
            -
            -
            -
            -
            -
            75,000(5)
            $213,750
            -
            -75,000
            -
            75,000
            3.98
            10/27/10
            -
            -
            -
            -75,000
            -
            75,000
            8.37
            08/31/11
            -
            -
            -
            -Jerzy
      B. Maciolek
            -
            -
            -
            -
            -
            75,000(6)
            $213,750
            -
            -75,000
            -
            75,000
            3.98
            10/27/10
            -
            -
            -
            -175,000
            -
            175,000
            8.37
            08/31/11
            -
            -
            -
            -Clay
      Newton
            -
            -
            -
            -
            -
            45,000(7)
            $128,250
            -
            -39,000
            -
            39,000
            3.20
            10/01/10
            -
            -
            -
            -42,000
            -
            42,000
            3.98
            10/27/10
            -
            -
            -
            -55,000
            -
            55,000
            8.37
            08/31/11
            -
            -
            -
            -




(1)
            We
      granted all options seven years prior to the expiration
      date.  The options vested ratably over a three-year period
      beginning with the first third vesting one year after the date of grant,
      the second third vesting two years after the date of grant, and the final
      third vesting three years after the date of
  grant.


(2)
            Market
      value of shares of stock that have not vested is based on the
      December 31, 2009, closing market price for a share of our common
      stock, which was $2.85.


(3)
            Mr. Pierce’s
      restricted shares will vest as follows: 42,000 shares on December 21,
      2010; 28,000 shares on December 21, 2011; 14,000 shares on December 21,
      2012.  All of the restricted shares will also vest if we
      terminate his employment other than for cause or if he dies or becomes
      disabled.  Restricted stock awards also vest fully on a change
      in control.


(4)
            Mr. Lovejoy’s
      restricted shares will vest as follows: 24,000 shares on December 21,
      2010; 16,000 shares on December 21, 2011; 8,000 shares on December 21,
      2012.  All of the restricted shares will also vest if we
      terminate his employment other than for cause or if he dies or becomes
      disabled.  Restricted stock awards also vest fully on a change
      in control.


(5)
            Mr. Pierce’s
      restricted shares will vest as follows: 37,500 shares on December 21,
      2010; 25,000 shares on December 21, 2011; 12,500 shares on December 21,
      2012.  All of the restricted shares will also vest if we
      terminate his employment other than for cause or if he dies or becomes
      disabled.  Restricted stock awards also vest fully on a change
      in control.


(6)
            Mr. Maciolek’s
      restricted shares will vest as follows: 37,500 shares on December 21,
      2010; 25,000 shares on December 21, 2011; 12,500 shares on December 21,
      2012.  All of the restricted shares will also vest if we
      terminate his employment other than for cause or if he dies or becomes
      disabled.  Restricted stock awards also vest fully on a change
      in control.


(7)
            Mr. Newton’s
      restricted shares will vest as follows: 22,500 shares on December 21,
      2010; 15,000 shares on December 21, 2011; 7,500 shares on December 21,
      2012.  All of the restricted shares will also vest if we
      terminate his employment other than for cause or if he dies or becomes
      disabled.  Restricted stock awards also vest fully on a change
      in control.



















Option
Exercises and Stock Vested During 2009





Option
      Awards
            Stock
      AwardsNumber
      of Shares
            Value
      Realized
            Number
      of Shares
            Value
      RealizedName
            Acquired
      on Exercise (#)
            on
      Exercise ($)(1)
            Acquired
      on Vesting (#)
            on
      Vesting ($)(2)David
      N. Pierce
            85,000
            $164,900
            38,000
            $104,500Thomas
      B. Lovejoy
            75,000
            145,500
            24,000
            66,000Andrew
      W. Pierce
            75,000
            145,500
            34,166
            93,957Jerzy
      B. Maciolek
            65,000
            126,100
            34,166
            93,957Clay
      Newton
            5,000
            9,700
            22,500
            61,875




(1)
            This
      value is the difference between the option exercise price and the market
      value of the underlying shares on the date of exercise, multiplied by the
      number of shares.


(2)
            This
      value is the market value of the shares on the vesting date multiplied by
      the number of shares.





Other
Potential Post-Employment Compensation





As discussed previously, we face many
risks that are not shared by the majority of our peer group
companies.  In addition to these risks, our Named Executive Officers
are required to spend a considerable amount of time out of the country as we
pursue our business objectives.  Further, our analysis of the
accumulated wealth of our Named Executive Officers shows that a significant
portion of their individual net worth is tied to the performance of our common
stock.





In view of the foregoing and as part of
our program to retain our key employees, we have extended employment and change
in control agreements to all of our Named Executive Officers.  These
are separate agreements, with the employment agreement covering only the terms
of employment, and the change in control agreement covering only a change in
company control.  The following summaries describe potential payments
payable to our Named Executive Officers upon termination of employment or a
change in control.  The actual payments to executives are contingent
upon many factors as of the time benefits would be paid, including elections by
the executive and tax rates, as well as the discretion of the Compensation
Committee.





Employment
Agreements





We have entered into agreements with
each of our Named Executive Officers providing for the terms of
employment.  Each of the agreements has an initial term of two and
one-half years; provided, however, that such agreements will automatically be
renewed each year for successive two and one-half year terms unless we deliver
to the applicable executive written notice of nonrenewal at least 40 days before
the expiration date.  All of the agreements were entered into on
January 1, 2007.  Notwithstanding the foregoing, these agreements
automatically terminate upon the earlier of a change in corporate control (as
defined in the change in corporate control agreements described below) or such
time as the applicable executive ceases to be employed by us for any
reason.





Change
in Control Agreements





We also have agreements with our Named
Executive Officers providing for certain enhanced severance benefits in the
event of the severance of the employment of such Named Executive Officer
following a change in corporate control.  Each of the agreements has
an initial term of one year, and the expiration date will automatically be
extended for one additional year unless in the 60-day period immediately
preceding any anniversary date of the agreement, either we or the applicable
executive rejects such automatic extension.  These agreements were
entered into on January 1, 2007.


















David
N. Pierce





If
we terminate Mr. Pierce’s employment other than for cause (as defined in
the agreement) or Mr. Pierce resigns for cause (as defined in the
agreement), Mr. Pierce will be entitled to severance pay and up to 24
months of continued health care coverage.  The severance pay is
payable in a lump sum six months after his termination, and is equal to two
times the greater of (a) his then current annual salary, or (b) his salary plus
bonus compensation for the year most recently ended, including amounts
subsequently awarded under our Bonus Plan respecting such year after final peer
group performance data are available.  In addition, all unvested
options, restricted shares, and other equity-based awards will be immediately
vested.  Under Mr. Pierce’s change in control agreement,
Mr. Pierce will be entitled to receive similar severance payments and
benefits as those described above if we terminate his employment other than for
cause within two years after a change in control (as defined in the agreement),
or Mr. Pierce’s employment is terminated by death or
disability.





Assuming Mr. Pierce’s employment
was terminated under the circumstances noted in the table below as of
December 31, 2009, payments and benefits to him would have an estimated
potential value as follows:





Value
      ofAcceleratedTermination
      Reason
            Cash
      Severance(1)
            Benefits(2)
            Equity
      Awards
            TotalRetirement
      / Voluntary / With Cause
            $             -
            $           -
            $             -
            $               -Without
      Cause /Change in Control / Death
            931,000
            21,552
            239,400
            1,191,952(2)




(1)
            Plus
      two times the amount of any cash bonus subsequently awarded under our
      Bonus Plan respecting such year after final peer group performance data
      are available.


(2)      Includes
two years of group medical, dental, and life insurance premiums.





Named
Executive Officers (Other Than David N. Pierce)





Assuming the employment of the Named
Executive Officers noted in the tables below was terminated under the
circumstances noted in the table below on December 31, 2009, payments and
benefits to each Named Executive Officer would have estimated potential values
as follows:





Value
      ofAcceleratedTermination
      Reason
            Cash Severance(1)
            Benefits(2)
            Equity
      Awards
            Total(1)Retirement
      / Voluntary / With Cause
            $             -
            $           -
            $             -
            $              -Without
      Cause /Change in Control / DeathThomas
      B. Lovejoy
            621,000
            23,928
            136,800
            781,728Andrew
      W. Pierce
            713,000
            8,592
            213,750
            935,342Jerzy
      B. Maciolek
            713,000
            20,736
            213,750
            947,486Clay
      Newton
            501,002
            19,392
            128,250
            648,644




(1)
            Plus
      two times the amount of any cash bonus subsequently awarded under our
      Bonus Plan respecting such year after final peer group performance data
      are available.


(2)      Includes
two years of group medical, dental, and life insurance premiums.





















2009
Director Compensation





The following table sets forth certain
information regarding the compensation earned by or awarded to each non-employee
director who served on our Board of Directors in 2009.  Directors who
are employees of FX Energy are not compensated for their services:





Change
      inFees
            
            
            
            Pension
      ValueEarned
            
            
            Non-Equity
            andor
            
            
            Incentive
            Nonqualified
            All
      OtherPaid
      in
            Stock
            Option
            Plan
            Deferred
            Compen-Cash
            Awards
            Awards
            Compensation
            Compensation
            sationName
            ($)(1)
            ($)(2)
            ($)
            ($)
            Earnings
            ($)(3)
            Total
      ($)Dennis
      B. Goldstein(4)
            $51,000
            $33,000
            -
            -
            -
            $          -
            $84,000H.
      Allen Turner(5)
      (6)
            53,250
            16,500
            -
            -
            -
            -
            69,750Richard
      Hardman(7)
            28,000
            74,250
            -
            -
            -
            57,000
            159,250Arnold
      S. Grundvig, Jr.(5)
            51,000
            16,500
            -
            -
            -
            -
            67,500




(1)      Non-employee
directors receive the following annual cash compensation:


·
            An
      annual retainer of $20,000.


·
            An
      additional annual retainer of $20,000 for the Lead
    Director.


·
            An
      additional annual retainer of $20,000 for the Capital Markets
      Director.


·
            A
      fee of $2,000 for each Board meeting
attended.


·
            A
      fee of $750 for each Audit Committee meeting
  attended.


·
            An
      annual retainer of $5,000 for the chairman of the Audit
      Committee.


·
            An
      annual retainer of $20,000 for the chairman of the Compensation
      Committee.


·
            Each
      director is entitled to reimbursement for reasonable out-of-pocket
      expenses incurred in connection with travel to and from, and attendance
      at, meetings of the Board of Directors or its committees and related
      activities.


(2)      Non-employee
directors receive the following annual stock awards:


·
            An
      annual grant of 6,000 shares of restricted
  stock.


·
            An
      additional annual grant of 6,000 shares of restricted stock for the Lead
      Director.


·
            An
      annual grant of 27,000 shares of restricted stock for the Technical
      Advisor.


The amount
includes the fair value of stock awards on the date of grant as calculated in
accordance with FASB ASC Topic 718,  For a discussion of valuation
assumptions, see Note 1 to our consolidated financial statements included
in its annual report on Form 10-K for the year ended December 31,
2009.


(3)
            Annual
      consulting fees of $57,000 as the Technical Advisor to the Board of
      Directors.


(4)
            Lead
      Director and Chairman of the Nomination and Governance
      Committee.


(5)
            Mr.
      Grundvig served as Chairman of the Audit Committee until June 4, 2007, at
      which time Mr. Turner was appointed to serve as Chairman of the Audit
      Committee.  Mr. Grundvig was appointed Chairman of the
      Compensation Committee in 2009.


(6)
            Capital
      Markets Advisor to the Board of
Directors.


(7)
            Technical
      Advisor to the Board of Directors.




















ITEM
      12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERSAND
      MANAGEMENT AND RELATED STOCKHOLDER MATTERS





Principal
Stockholders





The following table sets forth, as of
March 31, 2010, the name and shareholdings of each person that owns of record,
or was known by us to own beneficially, 5% or more of the common stock currently
outstanding; the name and shareholdings of each director; and the shareholdings
of all executive officers and directors as a group.  Unless indicated
otherwise in the footnotes, each person named below has, to the best of our
knowledge, sole voting and investment power with respect to all shares of common
stock shown as beneficially owned by each person:





Amount
      and Nature of
            
            PercentName
            
            Beneficial
      Ownership
            
            of
      Class(1)Principal
      Stockholders:BlackRock,
      Inc.(2)
            
            2,683,103
            
            6.3%Directors:David
      N. Pierce(3)
            
            545,306
            
            1.3%Thomas
      B. Lovejoy(4)
            
            852,999
            
            2.0%Jerzy
      B. Maciolek(5)
            
            431,791
            
            1.0%Arnold
      S. Grundvig, Jr.(6)
            
            41,000
            
            0.1%Dennis
      B. Goldstein(7)
            
            117,740
            
            0.3%Richard
      F. Hardman(8)
            
            186,205
            
            0.4%H.
      Allen Turner
            
            20,800
            
            0.1%All
      executive officers and directors
              as a group (10
      persons)(9)
            
            3,281,869
            
            7.4%


_______________




(1)
            Calculations
      of total percentages of ownership outstanding for each person or group
      assume the exercise of derivative securities that are exercisable within
      60 days of the table date by the individual or group to which the
      percentage relates, pursuant to Rule
  13d-3(d)(1)(i).


(2)
            According
      to a Schedule 13G dated January 29, 2010, by BlackRock, Inc., 40 East 52nd
      Street, New York,
NY  10005.


(3)
            The
      calculation of beneficial ownership includes 170,000 shares subject to
      outstanding options that are exercisable within 60 days of the table date,
      34,000 shares held by David N. Pierce as custodian for his children, and
      73,020 shares held in Mr. Pierce’s retirement
  accounts.


(4)
            The
      calculation of beneficial ownership includes 150,000 shares subject to
      outstanding options that are exercisable within 60 days of the table date,
      176,000 shares held in trust for the benefit of Thomas B. Lovejoy’s
      children, 112,206 shares held in Mr. Lovejoy’s retirement accounts, 10,000
      shares held by Mr. Lovejoy’s spouse’s IRA account, and 200,000 shares held
      by Lovejoy & Associates, Inc. (of which Mr. Lovejoy is sole
      owner).


(5)
            The
      calculation of beneficial ownership includes 250,000 shares subject to
      outstanding options that are exercisable within 60 days of the table date
      and 57,706 shares held in Mr. Maciolek’s retirement
    account.


(6)
            The
      calculation of beneficial ownership includes 26,000 shares subject to
      outstanding options that are exercisable within 60 days of the table
      date.


(7)
            The
      calculation of beneficial ownership includes 46,000 shares subject to
      outstanding options that are exercisable within 60 days of the table
      date.


(8)
            The
      calculation of beneficial ownership includes 121,776 shares subject to
      outstanding options that are exercisable within 60 days of the table
      date.


(9)
            The
      calculation of beneficial ownership includes 1,199,776 shares subject to
      outstanding options that are exercisable within 60 days of the table
      date.


















Equity
Compensation Plans





See Item 5, Market for
Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities, Equity Compensation Plans, which is incorporated herein by
reference.








ITEM
      13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,AND
      DIRECTOR INDEPENDENCE





Certain
Relationships and Related-Party Transactions





Our Board of Directors has adopted a
written Related Party Transactions Policy for the review, approval, or
ratification of related-party transactions and has given the Audit Committee the
responsibility for overseeing the policy.  Related-party transactions
consist of all current or proposed transactions, regardless of dollar value, in
which we are a participant and any director, executive officer, or immediate
family member of any director or executive officer has a direct or indirect
material interest.  The policy requires all related-party transactions
to be approved by the Audit Committee, which takes into account, among other
things, whether the transaction is on terms that are no less favorable to us
than terms generally available to an unaffiliated third party under similar
circumstances and the materiality of the related person’s interest in the
transaction.  We are not aware of any related-party transactions that
would require disclosure.





Director
Independence





Our Board of Directors has determined
that Dennis B. Goldstein, Arnold S. Grundvig, Jr., Richard Hardman, and H. Allen
Turner are “independent directors” as that term is defined in Rule 4200(a)(15)
of NASDAQ.





Board
of Directors’ Meetings and Committees





Board
of Directors





Our Board of Directors held four
meetings during 2009 and two meetings to date in 2010.  The directors
also discussed our business and affairs informally on numerous occasions
throughout the year and took several actions through unanimous written consents
in lieu of meetings.





Audit
Committee





Our Audit Committee Charter was
included as an appendix to the proxy statement for our 2004 annual meeting of
stockholders and is available on our website, www.fxenergy.com.  The
Audit Committee of our Board of Directors is currently composed of three
independent directors: H. Allen Turner, its Chairman, and Arnold S. Grundvig,
Jr., each of whom our Board of Directors has determined to be an audit committee
financial expert, and Dennis B. Goldstein.  Our Board of Directors has
determined all Audit Committee members to be independent as required by Rule
10A-3(b)(1) promulgated under the Securities Exchange Act of 1934.



















The Audit Committee selects our
independent accountants, approves the scope of audit and related fees, and
reviews financial reports, audit results, internal accounting procedures,
related-party transactions, when appropriate, and programs to comply with
applicable requirements relating to financial accountability.  The
Audit Committee’s responsibilities also include the development of policies and
procedures for compliance by the Company and its officers and directors with
applicable laws and regulations.  The Audit Committee met eight times
during 2009 and has met three times to date in 2010, including meetings in early
2010 to review the results of the audit of our 2009 financial statements by our
independent registered public accounting firm and other related matters, as
reported below.





Compensation
Committee





Our Compensation Committee Charter is
available on our website, www.fxenergy.com.  The
Compensation Committee is responsible for reviewing performance of senior
management, recommending compensation, and developing compensation strategies
and alternatives throughout the Company.  The Compensation Committee
met five times during 2009 and has met twice to date during 2010, in addition to
several informal telephone meetings throughout 2009.  The Compensation
Committee of our Board of Directors is composed of four independent directors:
Arnold S. Grundvig, Jr., its Chairman, Richard Hardman, Dennis B.
Goldstein, and H. Allen Turner.





Nomination
and Governance Committee





Our Nomination and Governance Committee
Charter is available on our website, www.fxenergy.com.  The
Nomination and Governance Committee is responsible for recommendations to our
Board of Directors respecting corporate governance principles; prospective
nominees for director; Board member performance and composition; function,
composition, and performance of Board committees; succession planning; director
and officer liability insurance coverage; and directors’
responsibilities.  The Nomination and Governance Committee met four
times during 2009 and has met once to date during 2010.  The
Nomination and Governance Committee of our Board of Directors is composed of
four independent directors:  Dennis B. Goldstein, its Chairman,
Richard Hardman, H. Allen Turner, and Arnold S. Grundvig, Jr.





When considering candidates for
directors, the Nomination and Governance Committee takes into account a number
of factors, including the individual’s reputation for judgment, skill,
integrity, and other relevant qualities; relevant business experience; level of
professional accomplishments; independence from management under both NASDAQ and
Securities and Exchange Commission definitions; existing commitments to other
businesses; potential conflicts of interest with other pursuits; corporate
governance background and experience; financial and accounting background for
Audit Committee candidates; and the size, composition, and experience of the
existing Board of Directors.





The Nomination and Governance Committee
will also consider candidates for directors suggested by stockholders using the
above factors.





Before nominating a sitting director
for reelection at an annual meeting, the Nomination and Governance Committee
considers the director’s performance on our Board of Directors and attendance at
Board of Directors’ meetings, and whether the director’s reelection would be
consistent with our governance guidelines and ability to meet all applicable
corporate governance requirements.



















When seeking candidates for director,
the Nomination and Governance Committee may solicit suggestions from incumbent
directors, active stockholders, management, or others.  After
conducting an initial evaluation of the candidates, the Nomination and
Governance Committee will interview candidates that the committee believes might
be suitable for a position on our Board of Directors.  The Nomination
and Governance Committee may also ask the candidate to meet with
management.  If the Nomination and Governance Committee believes the
candidate would be a valuable addition to our Board of Directors, it will
recommend to the full Board of Directors that candidate’s
nomination.





Rights
Redemption Committee





In connection with the adoption of a
stockholder Rights Agreement, our Board of Directors formed a Rights Redemption
Committee during 2007 to perform certain functions in accordance with such
agreement.  The Rights Redemption Committee must consist of at least
three continuing directors, a majority of whom may not be Company employees, and
may consist of the entire Board of Directors.  All current directors
are members of the Rights Redemption Committee.  The Rights Redemption
Committee did not meet during 2009.





Audit
Committee Report





The Audit Committee oversees our
financial reporting process on behalf of our Board of Directors.  In
fulfilling its oversight responsibilities, the Audit Committee reviewed the
annual financial statements included in our annual report and filed with the
Securities and Exchange Commission.  The Audit Committee also reviewed
the unaudited financial statements filed with our quarterly reports on Form
10-Q.





The Audit Committee discussed with
management and the independent registered public accountants the acceptability
and the quality of the accounting principles used in the financial
statements.  These discussions included the clarity of the disclosures
made therein, the underlying estimates and assumptions used in the financial
reporting, the reasonableness of the significant judgments and management
decisions made in developing the financial statements, and the independent
registered public accountants’ evaluation of our internal controls.





The Audit Committee met privately with
the independent registered public accounting firm and discussed issues deemed
significant by the accounting firm, including those required by PCAOB AU 380,
Communication with Audit
Committees.  In addition, the Audit Committee discussed with
the independent registered public accounting firm its independence from the
Company and its management, including the matters in the written disclosures
required by Public Company Accounting Oversight Board Rule 3526; received the
written disclosures and the letter required by applicable requirements of the
Public Company Accounting Oversight Board regarding the independent accountant’s
communications with the Audit Committee concerning independence; and considered
whether the provision of nonaudit services was compatible with maintaining the
accounting firm’s independence.





The Audit Committee has also discussed
issues related to the overall scope and objectives of the audits conducted, the
internal controls used by the Company.





The Audit Committee discussed with
management our disclosure controls and procedures and the certifications by our
Chief Executive Officer and Principal Financial Officer, which are required by
the Securities and Exchange Commission under the Sarbanes-Oxley Act of 2002 for
certain of our filings with the Securities and Exchange
Commission.  During 2009, we did not engage our independent registered
public accounting firm, PricewaterhouseCoopers LLP, to perform any management or
financial information systems design consulting services.


















Pursuant to the reviews and discussions
described above, the Audit Committee recommended to our Board of Directors that
the audited financial statements be included in the Annual Report on Form 10-K
for the fiscal year ended December 31, 2009, for filing with the Securities and
Exchange Commission.





The
      foregoing report has been furnished by:
            H.
      Allen Turner, ChairmanArnold
      S. Grundvig, Jr.Dennis
      B. Goldstein





Code
of Ethics





We have adopted a Code of Ethics that
applies to all of our employees, including our principal executive officer,
principal financial officer, and principal accounting officer.  The
Code of Ethics is available on our website, www.fxenergy.com.





Corporate
Governance Guidelines





We have adopted Corporate Governance
Guidelines to assist our directors in promoting the best interests of the
stockholders in terms of corporate governance, fiduciary responsibilities,
compliance with applicable law and regulations, and maintenance of accounting,
financial, or other controls.  The Corporate Governance Guidelines are
available on our website, www.fxenergy.com.








ITEM
      14. PRINCIPAL ACCOUNTING FEES AND SERVICES





Audit
Fees





The aggregate fees billed by
PricewaterhouseCoopers LLP for professional services rendered for the audit of
our annual financial statements for the fiscal year ended December 31, 2009, for
the reviews of the financial statements included in our quarterly reports on
Form 10-Q for that fiscal year, and for assistance with the Securities and
Exchange Commission’s review of our prior-year financial statements were
$261,500.  The aggregate fees billed by PricewaterhouseCoopers LLP for
professional services rendered for the audit of our annual financial statements
for the fiscal year ended December 31, 2008, for the reviews of the financial
statements included in our quarterly reports on Form 10-Q for that fiscal year,
and for reviews of registration statements and for assistance with the
Securities and Exchange Commission’s review of our prior-year financial
statements were $312,000.





Audit
Related Fees





PricewaterhouseCoopers LLP did not bill
us for any professional services that were reasonably related to the performance
of the audit or review of financial statements for either the fiscal years ended
December 31, 2009 and 2008, that are not included under Audit Fees
above.





Tax
Fees





The aggregate fees billed by
PricewaterhouseCoopers LLP for professional services rendered for domestic and
international tax compliance, tax advice, and tax planning for the fiscal years
ended December 31, 2009 and 2008, were $51,200 and $0,
respectively.



















All
Other Fees





The aggregate fees billed by
PricewaterhouseCoopers LLP for other services for the fiscal years ended
December 31, 2009 and 2008, were $1,500 and $1,500, respectively.





The engagements of
PricewaterhouseCoopers LLP to perform all of the above-described services were
approved by the Audit Committee before we entered into the engagements, and the
policy of the Audit Committee is to require that all services performed by the
independent registered public accountants be preapproved by the Audit Committee
before the services are performed.








PART
IV





ITEM
      15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES





1.           Financial
Statements.  The following documents were filed as part of this
report on March 17, 2010, and are incorporated herein by reference.





Management’s
      Report on Internal Control over Financial ReportingReport
      of Independent Registered Public Accounting FirmConsolidated
      Balance Sheets as of December 31, 2009 and 2008Consolidated
      Statements of Operations for the Years EndedDecember
      31, 2009, 2008 and 2007Consolidated
      Statements of Comprehensive Loss for the Years EndedDecember
      31, 2009, 2008 and 2007Consolidated
      Statements of Cash Flows for the Years EndedDecember
      31, 2009, 2008 and 2007Consolidated
      Statement of Stockholders’ Equity (Deficit) for the
  YearsEnded
      December 31, 2009, 2008 and 2007Notes
      to the Consolidated Financial
Statements





2.           Supplemental
Schedules.  The supplemental schedules have been omitted
because they are not applicable or the required information is otherwise
included in the accompanying consolidated financial statements and the notes
thereto.





3.           Exhibits.  The
following exhibits are included as part of this report:





Exhibit
              Number*
            
            Title
      of Document
            
            LocationItem
      3
            
            Articles
      of Incorporation and Bylaws3.01
            
            Restated
      and Amended Articles of Incorporation
            
            Incorporated
      by reference from the quarterly report on Form 10-Q for the quarter ended
      September 30, 2000, filed November 7, 2000.3.02
            
            Bylaws,
      as amended January 2, 2008
            
            Incorporated
      by reference from the annual report on Form 10-K for the period ended
      December 31, 2007, filed March 10, 2008.












Exhibit
              Number*
            
            Title
      of Document
            
            Location3.03
            
            Articles
      of Amendment to the Restated Articles of Incorporation of FX Energy,
      Inc.
            
            Incorporated
      by reference from the annual report on Form 10-K for the period ended
      December 31, 2005, filed March 14, 2006.3.04
            
            Amendment
      to Articles of Incorporation Revising and Restating Designation of Rights,
      Privileges, and Preferences of Series A Preferred Stock
            
            Incorporated
      by reference from the quarterly report on Form 10-Q for the period ended
      June 30, 2007, filed August 8, 2007.Item
      4
            
            Instruments
      Defining the Rights of Security Holders4.01
            
            Specimen
      Stock Certificate
            
            Incorporated
      by reference from the annual report on Form 10-K for the period ended
      December 31, 2006, filed March 13, 2007.4.04
            
            Rights
      Agreement dated as of April 4, 2007, between FX Energy, Inc. and Fidelity
      Transfer Corp.
            
            Incorporated
      by reference from the quarterly report on Form 10-Q for the period ended
      June 30, 2007, filed August 8, 2007.Item
      10
            
            Material
      Contracts10.26
            
            Frontier
      Oil Exploration Company 1995 Stock Option and Award Plan**
            
            Incorporated
      by reference from the annual report on Form 10-K for the period ended
      December 31, 2003, filed March 15, 2004.10.27
            
            FX Energy,
      Inc. 1996 Stock Option and Award Plan**
            
            Incorporated
      by reference from the annual report on Form 10-K for the period ended
      December 31, 2003, filed March 15, 2004.10.28
            
            FX Energy,
      Inc. 1997 Stock Option and Award Plan**
            
            Incorporated
      by reference from the annual report on Form 10-K for the period ended
      December 31, 2003, filed March 15, 2004.10.29
            
            FX Energy,
      Inc. 1998 Stock Option and Award Plan**
            
            Incorporated
      by reference from the annual report on Form 10-K for the period ended
      December 31, 2003, filed March 15, 2004.10.53
            
            Agreement
      on Cooperation in Exploration of Hydrocarbons on Foresudetic Monocline
      dated April 11, 2000, between Polskie Gornictwo Naftowe I Gazownictwo
      S.A. (POGC) and FX Energy Poland, Sp. z o.o. relating to
      Fences I project area
            
            Incorporated
      by reference from the current report on Form 8-K filed May 2,
      2000.10.59
            
            Sales
      / Purchase Agreement Special Provisions between Plains Marketing Canada,
      L.P. and FX Drilling Company Inc. agreed April 29, 2002
            
            Incorporated
      by reference from the annual report on Form 10-K for the period ended
      December 31, 2002, filed March 27, 2003.10.60
            
            Form
      of Non-Qualified Stock Option awarded August 14, 2002, with related
      schedule**
            
            Incorporated
      by reference from the annual report on Form 10-K for the period ended
      December 31, 2002, filed March 27, 2003.














Exhibit
              Number*
            
            Title
      of Document
            
            Location10.62
            
            Agreement
      Regarding Cooperation within the Poznan Area (Fences II) entered into
      January 8, 2003, by and between Polskie Gornictwo Naftowe i Gazownictwo
      S.A. and FX Energy Poland Sp. z o.o.
            
            Incorporated
      by reference from the annual report on Form 10-K for the period ended
      December 31, 2002, filed March 27, 2003.10.63
            
            Settlement
      Agreement Regarding the Fences I Area entered into January 8, 2003,
      by and between Polskie Gornictwo Naftowe i Gazownictwo S.A. and
      FX Energy Poland Sp. z o.o.
            
            Incorporated
      by reference from the annual report on Form 10-K for the period ended
      December 31, 2002, filed March 27, 2003.10.64
            
            Farmout
      Agreement Entered into by and between FX Energy Poland
      Sp. z o.o. and CalEnergy Power (Polska) Sp. z o.o.
      Covering the “Fences Area” in the Foresudetic Monocline made as of January
      9, 2003
            
            Incorporated
      by reference from the annual report on Form 10-K for the period ended
      December 31, 2002, filed March 27, 2003.10.67
            
            FX Energy,
      Inc. 1999 Stock Option and Award Plan**
            
            Incorporated
      by reference from the annual report on Form 10-K for the period ended
      December 31, 2003, filed March 15, 2004.10.68
            
            FX Energy,
      Inc. 2000 Stock Option and Award Plan**
            
            Incorporated
      by reference from the annual report on Form 10-K for the period ended
      December 31, 2003, filed March 15, 2004.10.69
            
            FX Energy,
      Inc. 2001 Stock Option and Award Plan**
            
            Incorporated
      by reference from the annual report on Form 10-K for the period ended
      December 31, 2003, filed March 15, 2004.10.70
            
            FX Energy,
      Inc. 2003 Long-Term Incentive Plan
            
            Incorporated
      by reference from the annual report on Form 10-K for the period ended
      December 31, 2003, filed March 15, 2004.10.74
            
            Greater
      Zaniemysl Area Agreement made as of March 12, 2004, among FX Energy Poland
      Sp. z o.o. and CalEnergy Resources Poland
      Sp. z o.o.
            
            Incorporated
      by reference from the quarterly report on Form 10-Q for the period ended
      March 31, 2004, filed May 11, 2004.10.75
            
            Form
      of Indemnification Agreement between FX Energy, Inc. and directors
      and officers with related schedule**
            
            Incorporated
      by reference from the annual report on Form 10-K for the period ended
      December 31, 2008, filed March 16, 2009.10.77
            
            Description
      of compensation arrangement with executive officers and
      directors**
            
            Incorporated
      by reference from the annual report on Form 10-K for the period ended
      December 31, 2009, filed March 17, 2010.
















Exhibit
              Number*
            
            Title
      of Document
            
            Location10.78
            
            Form
      of Employment Agreement with related schedule**
            
            Incorporated
      by reference from the annual report on Form 10-K for the period ended
      December 31, 2006, filed March 13, 2007.10.79
            
            Change
      in Control Compensation Agreement with related schedule**
            
            Incorporated
      by reference from the annual report on Form 10-K for the period ended
      December 31, 2006, filed March 13, 2007.10.81
            
            FX Energy,
      Inc. 2004 Long-Term Incentive Plan**
            
            Incorporated
      by reference from the annual report on Form 10-K for the period ended
      December 31, 2004, filed March 15, 2005.10.82
            
            Letter
      of Engagement, H. Allen Turner, dated February 14, 2007
            
            Incorporated
      by reference from the current report on Form 8-K filed February 20,
      2007.10.83
            
            US$25,000,000
      Senior Facility Agreement among FX Poland Sp. z o.o., FX Energy,
      Inc., FX Energy Netherlands Partnership CV., FX Energy Netherlands BV.,
      and The Royal Bank of Scotland PLC, dated November 17, 2006
            
            Incorporated
      by reference from the annual report on Form 10-K for the period ended
      December 31, 2006, filed March 13, 2007.10.84
            
            Common
      Stock Purchase Warrant dated November 17, 2006
            
            Incorporated
      by reference from the annual report on Form 10-K for the period ended
      December 31, 2006, filed March 13, 2007.10.85
            
            Agreement
      for Pledges over Shares in FX Energy Poland Sp. z o.o., dated
      December 18, 2006
            
            Incorporated
      by reference from the annual report on Form 10-K for the period ended
      December 31, 2006, filed March 13, 2007.10.86
            
            Subordination
      Deed dated December 21, 2006
            
            Incorporated
      by reference from the annual report on Form 10-K for the period ended
      December 31, 2006, filed March 13, 2007.10.87
            
            Restated
      FX Energy, Inc. 401(k) Stock Bonus Plan dated January 25,
      2007**
            
            Incorporated
      by reference from the annual report on Form 10-K for the period ended
      December 31, 2006, filed March 13, 2007.10.88
            
            Agreement
      for the Sale of Natural Gas between FX Energy Poland
      Sp. z o.o. and Mazowiecka Spółka Gazownictwa
      Sp. z o.o., dated
      December 29, 2005
            
            Incorporated
      by reference from the annual report on Form 10-K for the period ended
      December 31, 2006, filed March 13, 2007.10.89
            
            Agreement
      No. PL/012216736/05-0030/DH/HB for the Sale of Natural Gas between FX
      Energy Poland Sp. z o.o. and Polskie Górnictwo Naftowe I
      Gazownictwo S.A., dated December 8, 2005
            
            Incorporated
      by reference from the annual report on Form 10-K for the period ended
      December 31, 2006, filed March 13,
2007.
















Exhibit
              Number*
            
            Title
      of Document
            
            Location10.90
            
            Agreement
      for the Sale of Wellhead Natural Gas between FX Energy Poland
      Sp. z o.o. and PL Energia S.A., dated January 26,
      2007
            
            Incorporated
      by reference from the annual report on Form 10-K for the period ended
      December 31, 2006, filed March 13, 2007.10.91
            
            Form
      of Stock Purchase Agreement
            
            Incorporated
      by reference from the current report on Form 8-K filed July 5,
      2007.10.92
            
            Exhibit
      10.92, Amendment and Reconfirmation of Supplemental Indemnification
      Agreement between FX Energy, Inc. and Dennis B. Goldstein
            
            Incorporated
      by reference from the annual report on Form 10-K for the period ended
      December 31, 2008, filed March 16, 2009.10.93
            
            Agreement
      No. for the Sale of Natural Gas between FX Energy Poland Sp. z o.o. and
      Polskie Górnictwo Naftowe I Gazownictwo S.A., dated June 19,
      2009
            
            Incorporated
      by reference from the annual report on Form 10-K for the period ended
      December 31, 2009, filed March 17, 2010.10.94
            
            Executive
      Incentive Royalty Plan and related schedule**
            
            Incorporated
      by reference from the annual report on Form 10-K for the period ended
      December 31, 2009, filed March 17, 2010.Item
      21
            
            Subsidiaries
      of the Registrant21.01
            
            Schedule
      of Subsidiaries
            
            Incorporated
      by reference from the annual report on Form 10-K for the period ended
      December 31, 2007, filed March 10, 2008.Item
      23
            
            Consents
      of Experts and Counsel23.01
            
            Consent
      of PricewaterhouseCoopers LLP, independent registered public accounting
      firm
            
            Incorporated
      by reference from the annual report on Form 10-K for the period ended
      December 31, 2009, filed March 17, 2010.23.02
            
            Consent
      of Hohn Engineering PLLC, Petroleum Engineers
            
            Incorporated
      by reference from the annual report on Form 10-K for the period ended
      December 31, 2009, filed March 17, 2010.23.03
            
            Consent
      of RPS Energy, Petroleum Engineers
            
            Incorporated
      by reference from the annual report on Form 10-K for the period ended
      December 31, 2009, filed March 17, 2010.Item
      31
            
            Rule
      13a-14(a)/15d-14(a) Certifications31.01
            
            Certification
      of Principal Executive Officer Pursuant to Rule 13a-14
            
            This
      filing.31.02
            
            Certification
      of Principal Financial Officer Pursuant to Rule 13a-14
            
            This
      filing.


















Exhibit
              Number*
            
            Title
      of Document
            
            LocationItem
      32
            
            Section
      1350 Certifications32.01
            
            Certification
      of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
      Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
            
            Incorporated
      by reference from the annual report on Form 10-K for the period ended
      December 31, 2009, filed March 17, 2010.32.02
            
            Certification
      of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted
      Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
            
            Incorporated
      by reference from the annual report on Form 10-K for the period ended
      December 31, 2009, filed March 17, 2010.Item
      99
            
            Additional
      Exhibits99.01
            
            Report
      of Hohn Engineering PLLC, Petroleum Engineers
            
            Incorporated
      by reference from the annual report on Form 10-K/A (amendment no. 1) for
      the period ended December 31, 2009, filed March 19, 2010.99.02
            
            Report
      of RPS Energy, Petroleum Engineers
            
            Incorporated
      by reference from the annual report on Form 10-K/A (amendment no. 1) for
      the period ended December 31, 2009, filed March 19, 2010.









*
            All
      exhibits are numbered with the number preceding the decimal indicating the
      applicable SEC reference number in Item 601, and the number following the
      decimal indicating the sequence of the particular
      document.  Omitted numbers in the sequence refer to documents
      previously filed as an exhibit, but no longer
  required.


**
            Identifies
      each management contract or compensatory plan or arrangement required to
      be filed as an exhibit, as required by Item 15(a)(3) of Form
      10-K.








SIGNATURES





Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.





FX
      ENERGY, INC. (Registrant)Dated:
            April
      30, 2010
            By:
            /s/
      David N. PierceDavid
      N. PiercePresident
      and Chief Executive Officer