~~SECURITIES~~ UNITED STATESSECURITIES AND EXCHANGE ~~COMMISSION~~COMMISSIONWASHINGTON, D.C. 20549

~~Washington,~~ ~~D.C. 20549~~ _______________

~~FORM~~ FORM 8-KKCURRENT REPORTPursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934

~~CURRENT REPORT~~Date of Report (Date of earliest event reported) February 13, 2009

~~Pursuant~~ to AMEN ~~Section~~PROPERTIES, ~~13 or 15~~INC.(d)Exact Name of Registrant as Specified in Charter)

The Securities Exchange Act of 1934

Delaware	0-22847	54-1831588
(State or Other Jurisdiction of	(Commission File Number)	(I.R.S. Employer Identification No.)
Incorporation)


303 W. Wall Street, Suite 2300, Midland, Texas		79701
(Address of Principal Executive Offices)		(Zip Code)

~~December~~ 31 (972) 664-1610(Registrant’s Telephone Number, ~~2008~~Including Area Code)

~~------------------~~ _____________________________________________________(Former Name or Former Address, if Changed Since Last Report)

~~Date~~ Check the appropriate box below if the form 8-K filing is intended to simultaneously satisfy the filing obligation of the ~~Earliest~~ registrant ~~Reported~~under ~~Event~~any of the following provisions (see General Instruction A.2. below):

~~AMEN~~ ~~PROPERTIES,~~ ⃞ Written communications ~~INC~~pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-~~----------------------------------------------------~~12)

~~(Exact~~ ~~name~~ ⃞ Pre-commencement communications ofpursuant ~~registrant~~to asRule ~~specified~~14d-2(b) inunder ~~its~~the ~~Charter~~Exchange Act (17 CFR 240.14d-2(b))

~~Delaware~~ ⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~----------------------------------------------~~ Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

(~~State~~d) On orFebruary 12, 2009, the Board of Directors of AMEN ~~other~~ Properties, ~~jurisdiction~~Inc. (the “Company”) unanimously voted to delist its common stock from the Nasdaq Capital market (“Nasdaq”) and to voluntarily terminate the registration of ~~incorporation~~its common stock under the Securities Exchange Act of 1934, as amended. In connection therewith, the Company notified Nasdaq on February 13, 2009 of the Company’s intention to file Form 25 on or about February 23, 2009. The Company anticipates that the Form 25 will become effective ten (10) days following its filing.

~~000~~ On or about March 5, 2009, the effective date of delisting, the Company intends to file a Form 15 with the Securities and Exchange Commission (the “SEC”) to voluntarily effect the deregistration of its common stock. The Company is eligible to deregister by filing Form 15 because it has fewer than 300 holders of record of its common stock. Upon the filing of the form 15, the Company’s obligations to file certain reports with the SEC, including Forms 10-~~22847~~K, 10-Q and 8-K, will immediately be suspended. The Company expects the deregistration to become effective ninety (90) days after filing the Form 15 with the SEC.

------------------------

(Commission File Number)

54-1831588

---------------------------------

(IRS Employer Identification No.)

303 W. Wall Street, Suite 2300

Midland, Texas 79701

---------------------------------------------------

(Address of principal executive offices) (Zip Code)

(972) 664-1610

----------------------------------------------------

(Registrant's telephone number, including area code)

----------------------------------------------------

(Former Name or Former Address, if Changed Since Last Report)

Current Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

FORM 8-K

Item 1.01 – Entry Into a Material Definitive Agreement

See discussion of agreements under Item 2.01 below.

Item 2.01 – Completion of Acquisition or Disposition of Assets

On December 31, 2008, in accordance with a Securities Purchase Agreement (the “SPA”) dated December 22, 2008, Amen Properties, Inc. (the “Company”) completed the acquisition of certain membership interests totaling 45.5% (the “Acquired Interests”) in SFF Production, LLC (“SFF P”), effective December 31, 2008, for a purchase price of $6,827,576. Prior to this transaction, the Company owned one third of the membership interests of SFF P and, after this transaction, owns 78.8%. $1,365,515 of the purchase was paid in cash, with the remainder of $5,462,061 paid via the issuance of a new series of preferred stock of the Company, Preferred Series E (“Preferred E”).

The purchase price was based on an in-house valuation performed by the Company. The SPA provides for a purchase price adjustment based on a PV-10 valuation to be done by an independent third party within 90 days after closing. The Company has hired Ryder Scott Company to perform the valuation.

Prior to this transaction, on December 17, 2007, as described in the Company’s report filed on Form 8-K on December 18, 2007 and amended on October 14, 2008, the Company acquired one third of the membership interests of SFF P for approximately $2,416,000. SFF P owns 100% of certain oil and gas working interests purchased from Santa Fe Energy Trust and Devon Energy Production Company. For the nine months ended September 30, 2008, the Company reported unaudited equity earnings from its one third interest in SFF P of approximately $1,165,500 and cash distributions of $800,000. After the transaction, the Company now owns 78.8% of the membership interests of SFF P.

As a result of this transaction, the Company controls SFF P and its operations, subsequent to December 31, 2008, will be consolidated into the Company’s results of operations.

Below is a summary of the significant characteristics of the 546,206 shares of Preferred Series E issued in connection with this transaction:

· Pays an annual dividend of 10%

· Is convertible at a conversion price of $6/share into 910,343 shares of Amen Common Stock and has proportionate voting rights

· Has a minimum holding period of three years during which time the Company cannot redeem

The conversion of the Preferred Series E shares into common stock will require shareholder approval pursuant to NASDAQ regulations.

Certain of the Acquired Interests were purchased from the Company’s Directors on the same basis as non-affiliated parties, as shown in the table below:

Director	SFF P Membership Interest	Total Proceeds	Cash Proceeds	Preferred Series E Value	# Common Shares on Conversion
Eric Oliver, Chairman (a)	7.9%	$1,184,251	$236,850	$947,401	157,900
Jon Morgan, CEO	5.0%	750,000	150,000	600,000	100,000
Jess Correll (b)	22.0%	3,293,326	658,665	2,634,660	439,110
Total	34.9%	$5,227,577	$1,045,515	4,182,061	697,010

(a) Membership interest held indirectly through Mr. Oliver’s control of Softvest, LP.

(b) Membership interest held indirectly through Mr. Correll’s control of Universal Guaranty Life Insurance Company and American Capitol Insurance Company.

Subsequent to the Securities Purchase Agreement signed on December 22, 2008 and described in the Company’s report on Form 8-K on December 30, 2008, another non-Amen affiliated member of SFF P agreed to sell his 0.3% interest in SFF P to the Company on substantially the same terms as the transaction described above for a purchase price of $40,000. This transaction also closed and was effective on December 31, 2008. $8,000 of the purchase was paid in cash with the remainder of $32,000 paid via the issuance of 3,200 shares of Preferred E. After this transaction, the Company owns 79.1% of the membership interests in SFF P.

In the Company’s report filed on Form 8-K on December 30, 2008 a preliminary version of the SPA was attached as Exhibit 10.1 and the final version is attached to this report as Exhibit 10.1. The description herein of the material terms of these transactions is qualified in its entirety by reference to the SPA attached hereto as Exhibit 10.1 and the Certificate of Designation of Preferred Series E attached hereto as Exhibit 10.2.

Item 3.02 – Unregistered Sales of Equity Securities

See discussion of the issuance of the Preferred E in Item 2.01.

Item 5.03 – Amendments to Articles of Incorporation or Bylaws Change in Fiscal Year

The filing of the Certificate of Designation of Series and Designation of Rights and Preferences of the Series E Preferred Stock of Amen Properties, Inc. (the “Certificate of Designation”) with the Delaware Secretary of State on December 29, 2008 constituted an amendment to the Company’s Certificate of Incorporation, designating the terms, rights and preferences of a new series of preferred stock of the Company.

Item 9.01. Financial Statements and Exhibits.

(ad) ~~Financial Statements of Businesses Acquired~~ Exhibits.

~~Financial~~ ~~Information is currently unavailable and is not included with this filing~~ 99. ~~The~~1* Press ~~Company~~Release, ~~expects~~dated toFebruary ~~have~~13, ~~assembled the required financial information within the required filing period~~2009.

~~(b) Pro~~ ~~Forma~~ __________________* Filed ~~Financial Information~~herewith.

~~Pro Forma~~ ~~Financial~~ - ~~Information~~1 ~~is currently unavailable and is not included with this~~- ~~filing. The Company expects to have assembled the required pro forma financial information within the required filing period.~~

	Title	Exhibit No.
	Securities Purchase Agreement by and among Certain Members of SFF Production, LLC as Sellers and Amen Properties, Inc. as Buyer	10.1
	Certificate of Designation of Series E Convertible Preferred Stock and Eliminating Series A, B and C of Amen Properties, Inc.	10.2

SIGNATURES

~~Pursuant~~ Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned ~~hereunto~~ thereunto duly authorized.

	AMEN Properties, Inc.
Date: February 13, 2009	AMEN PROPERTIES, INC.
	(Registrant)
	By:	/s/ Jon M. Morgan
	By:	/s/ Jon M Morgan
		Jon M. Morgan, Chief Executive Officer
Date: January 6, 2009		Jon M Morgan, Chief Executive Officer
		(Signature)

- 2 -

EXHIBIT INDEX

Exhibit Number	Exhibit


99.1*	Press Release, dated February 13, 2009.

__________________

* Filed herewith.

Filing Compare · AMEN PROPERTIES INC