Exhibit 10.4

                               SECOND AMENDMENT TO
                          SECURITIES PURCHASE AGREEMENT

         This  Second   Amendment  to  Securities   Purchase   Agreement   (this
"AMENDMENT")  is made and entered into as of the 28th day of  February,  2005 by
and among Amen Properties,  Inc. (the "COMPANY") and the purchasers named on the
signature  pages  attached  hereto (the  "PURCHASERS"),  with  reference  to the
following facts:

         A. The Company and the Purchasers  entered into that certain Securities
Purchase  Agreement  dated as of January 18,  2005,  as amended by that  certain
First  Amendment to Securities  Purchase  Agreement dated as of January 28, 2005
(collectively, the "PURCHASE AGREEMENT"). Capitalized terms used but not defined
herein shall have the meanings assigned thereto in the Purchase Agreement.

         B.  Three of the  Purchasers,  Eric  Oliver,  Jon M.  Morgan  and Bruce
Edgington (collectively, the "INSIDE PURCHASERS"), are officers and/or directors
of the Company.

         C. The parties have been advised by the Nasdaq Stock Market  ("NASDAQ")
that under recent  interpretations  of the Nasdaq Marketplace Rules (the "NASDAQ
RULES"),  the  Inside  Purchasers  cannot  acquire  shares of Common  Stock upon
conversion  of the Series C Preferred  or exercise of the  Warrants  without the
prior  approval  of the  stockholders  of the  Company,  and the Company and the
Purchasers  have agreed to amend the Purchase  Agreement  as provided  herein in
order to satisfy such Nasdaq Rules. Such stockholder  approval is in addition to
the approval  under other Nasdaq Rules  provided in Section 5.10 of the Purchase
Agreement.

         D. Nasdaq has also  advised the parties that under  Nasdaq  Rules,  the
voting  rights of the Series C Preferred  cannot be based upon the below  market
conversion price currently set forth in the Certificate of Designation.

         E.  Pursuant to the  Purchase  Agreement,  the  Closing  Date is set at
February 28, 2005. The parties  acknowledge that there are delays in preparation
for  Closing,  and have  determined  and agreed that the Closing  Date should be
extended as provided herein.

         F. The  parties  have also  agreed to make a  clarifying  amendment  to
Section 2.2 of the Purchase Agreement as provided herein.

         NOW,  THEREFORE,  FOR  AND IN  CONSIDERATION  of the  mutual  promises,
covenants and agreements set forth in the Purchase Agreement and this Amendment,
the parties hereto agree as follows:

1. ADDITION OF SECTION 5.11 TO THE PURCHASE AGREEMENT. The Purchase Agreement is
hereby amended by adding Section 5.11 as follows:

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<PAGE>

                "SECTION 5.11 - ADDITIONAL STOCKHOLDER APPROVAL.

                                    (a) In addition to the stockholder  approval
                           required  under  Section  5.10,  the parties  further
                           acknowledge that the rules of the Nasdaq Stock Market
                           require  the  approval  of  the  stockholders  of the
                           Company  with  respect to the  issuance  of shares of
                           Common  Stock  to any  Purchasers  who are  officers,
                           directors,  employees or  consultants  of the Company
                           (the  "INSIDE  PURCHASERS")  upon the  conversion  or
                           exercise of the  Purchased  Securities.  Accordingly,
                           each of the Inside  Purchasers  hereby  agrees not to
                           convert or exercise any of the  Purchased  Securities
                           acquired  by such Inside  Purchaser  unless and until
                           such issuance is approved by the  stockholders of the
                           Company  in  accordance  with the rules of the Nasdaq
                           Stock  Market.  The  Company  agrees to solicit  such
                           stockholder  approval  in  connection  with  its next
                           stockholders  meeting.  Each of the Purchasers hereby
                           agrees to vote any and all  securities of the Company
                           owned by such  Purchaser  and entitled to vote on the
                           issue in favor of the issuance of Common Stock to the
                           Inside  Purchasers upon conversion or exercise of the
                           Purchased    Securities.    The   Inside   Purchasers
                           acknowledge  and  agree  that  if  such   stockholder
                           approval is not  obtained,  they will not be entitled
                           to acquire any of the Conversion Shares or any of the
                           Warrant Shares which will adversely  effect the value
                           of  the   Securities   they  are   purchasing   under
                           hereunder.  All of  the  Purchasers  acknowledge  and
                           agree that the Series C  Preferred  Stock will not be
                           entitled  to vote in  connection  with the  foregoing
                           stockholder approval.

                                    (b) In the event stockholder  approval under
                           this Section  5.11 is not  obtained at the  Company's
                           next stockholders meeting, the Company and the Inside
                           Purchasers agree that they will exchange the Series C
                           Preferred  and  Warrants  purchased  hereunder by the
                           Inside Purchasers for a new series of preferred stock
                           (the "NEW  PREFERRED")  and new common stock purchase
                           warrants  (the  "NEW  WARRANTS"),  the terms of which
                           will be identical  to the Series C Preferred  and the
                           Warrants except that the conversion ratio for the New
                           Preferred  will be based  upon a price  per  share of
                           $4.25  instead of $4.00  under the Series C Preferred
                           and the exercise  price per share of the New Warrants
                           will be $4.25 instead of $4.00 for the Warrants.  The
                           parties acknowledge and agree that $4.25 per share is
                           in  excess  of the last bid  price  per share for the
                           Common  Stock on the  Nasdaq  Stock  Market  the last
                           business day before the Purchase  Agreement was first
                           signed.  The Inside  Purchasers shall not receive any
                           benefit in such  exchange  which is not also received
                           by the other Purchasers pursuant to the terms of this
                           Agreement  and the terms of the  Securities.  Without
                           limiting the  generality of the  preceding  sentence,
                           the Inside  Purchasers  acknowledge and agree that if
                           the  Stockholder  Approval  under Section 5.10 is not
                           obtained,  the New Preferred and New Warrants will be
                           subject to and  restricted by the Common Stock Cap in
                           the same  manner as the  Series C  Preferred  and the
                           Warrants."

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<PAGE>

         2. AMENDMENT OF SECTION 2.2 OF THE PURCHASE  AGREEMENT.  Section 2.2 of
the Purchase Agreement is hereby amended by deleting the words "Effective as of"
at the beginning of the last sentence and replacing them with "On or before."

         3. REVISION OF CERTIFICATE OF DESIGNATION.

                  (i) Section 4(a) of the  Certificate  of Designation is hereby
         deleted in its entirety and replaced by the following:

                           (a) Each  holder  of  outstanding  shares of Series C
                  Preferred Stock shall be entitled to the number of votes equal
                  to the number of whole  shares of Common  Stock into which all
                  of the shares of Series C Preferred  Stock held by such holder
                  would be convertible  if the  Conversion  Price were $4.25 per
                  share of Common Stock (subject to the Conversion Cap described
                  in  Section  6(1)  hereof  and as  adjusted  from time to time
                  pursuant to Sections  6(e),  (f),  (g) and (h) hereof) at each
                  meeting of stockholders of the Company (and written actions of
                  stockholders  in lieu of meetings) with respect to any and all
                  matters presented to the stockholders of the Company for their
                  action or consideration.  The foregoing  calculation of voting
                  rights shall not have any effect on the Conversion  Rights set
                  forth in Section 6 hereof.  Except as  provided by law, by the
                  express provisions  hereof, or by the provisions  establishing
                  any  other  series of  Preferred  Stock,  holders  of Series C
                  Preferred  Stock  and  of  any  outstanding  other  series  of
                  Preferred Stock shall vote together with the holders of Common
                  Stock as a single class.

                  (ii) Section  6(d)(ii) of the  Certificate  of  Designation is
         hereby amended to insert the "(A)" before the word "unless"  instead of
         after such word,  and to insert  the word "if,"  immediately  after the
         "(B)".

         4. EXTENSION OF CLOSING DATE. The Purchase  Agreement is hereby amended
to change the Closing Date from February 28, 2005 to the  following:  "March 31,
2005 or such earlier time as the Company has  received all  documents  and other
items necessary for Closing and all conditions to Closing have been satisfied or
at such other time as the parties mutually agree."

         5. RATIFICATION OF PURCHASE AGREEMENT,  AS AMENDED. Except as expressly
modified herein,  the Purchase  Agreement shall remain unchanged and, as amended
hereby, in full force and effect. The parties hereto hereby acknowledge,  ratify
and confirm the  Purchase  Agreement,  as amended  hereby,  and agree to perform
their obligations thereunder.

         6.  COUNTERPARTS.  This  Amendment  may be  executed  in any  number of
counterparts   so  long  as  each  party  hereto  executes  at  least  one  such
counterpart,  and all such counterparts shall be taken together as one document.
Faxed  signatures  shall be considered  and deemed  original  signatures for all
purposes.

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<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered as of the date first above written.

                                          THE COMPANY:

                                          AMEN PROPERTIES, INC.


                                          By:   /s/ Jon M. Morgan
                                             --------------------------------
                                                    Jon M. Morgan, President

                                          THE PURCHASERS:


                                         /s/ Jon M. Morgan
                                         -------------------------------------
                                          Jon M. Morgan

                                         /s/ Eric Oliver
                                         -------------------------------------
                                          Eric Oliver

                                          MORIAH INVESTMENT PARTNERS


                                          By:
                                             --------------------------------
                                          Name:
                                               ------------------------------
                                          Title:
                                                -----------------------------

                                          McGRAW BROTHER INVESTMENTS


                                          By:
                                             --------------------------------
                                          Name:
                                               ------------------------------
                                          Title:
                                                -----------------------------

                                         /s/ Frosty Gilliam
                                         -------------------------------------
                                          Frosty Gilliam

                                         /s/ John Norwood
                                         -------------------------------------
                                          John Norwood

                                         /s/ John Bergman
                                         -------------------------------------
                                          John Bergman

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<PAGE>

                                          LCM PARTNERSHIP, LP


                                          By:
                                             --------------------------------
                                                   its general partner


                                          By:
                                             --------------------------------
                                          Name:
                                               ------------------------------
                                          Title:
                                                -----------------------------

                                          JMA CHEDDARS, LTD.

                                          By:
                                             --------------------------------
                                                   its general partner


                                          By:
                                             --------------------------------
                                          Name:
                                               ------------------------------
                                          Title:
                                                -----------------------------

                                          /s/  Bruce Edgington
                                         ------------------------------------
                                          Bruce Edgington

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