<SUBMISSION>
<ACCESSION-NUMBER>0001209191-07-064761
<TYPE>3
<PUBLIC-DOCUMENT-COUNT>3
<PERIOD>20071114
<FILING-DATE>20071116
<DATE-OF-FILING-DATE-CHANGE>20071116
<ISSUER>
<COMPANY-DATA>
<CONFORMED-NAME>Approach Resources Inc
<CIK>0001405073
<ASSIGNED-SIC>1311
<IRS-NUMBER>510424817
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<BUSINESS-ADDRESS>
<STREET1>6300 RIDGLEA PLACE
<STREET2>SUITE 1107
<CITY>FORT WORTH
<STATE>TX
<ZIP>76116
<PHONE>8179899000
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>6300 RIDGLEA PLACE
<STREET2>SUITE 1107
<CITY>FORT WORTH
<STATE>TX
<ZIP>76116
</MAIL-ADDRESS>
</ISSUER>
<REPORTING-OWNER>
<OWNER-DATA>
<CONFORMED-NAME>Neo Canyon Exploration, L.P.
<CIK>0001418069
<STATE-OF-INCORPORATION>TX
</OWNER-DATA>
<FILING-VALUES>
<FORM-TYPE>3
<ACT>34
<FILE-NUMBER>001-33801
<FILM-NUMBER>071254416
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>325 NORTH SAINT PAUL
<STREET2>SUITE 4300
<CITY>DALLAS
<STATE>TX
<ZIP>75201
<PHONE>(214) 953-1177
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>325 NORTH SAINT PAUL
<STREET2>SUITE 4300
<CITY>DALLAS
<STATE>TX
<ZIP>75201
</MAIL-ADDRESS>
</REPORTING-OWNER>
<REPORTING-OWNER>
<OWNER-DATA>
<CONFORMED-NAME>J. Cleo Thompson Petroleum Management, L.L.C.
<CIK>0001418804
</OWNER-DATA>
<FILING-VALUES>
<FORM-TYPE>3
<ACT>34
<FILE-NUMBER>001-33801
<FILM-NUMBER>071254417
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>325 NORTH SAINT PAUL
<STREET2>SUITE 4300
<CITY>DALLAS
<STATE>TX
<ZIP>75201
<PHONE>214-953-1177
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>325 NORTH SAINT PAUL
<STREET2>SUITE 4300
<CITY>DALLAS
<STATE>TX
<ZIP>75201
</MAIL-ADDRESS>
</REPORTING-OWNER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>bod51304_bod4nce.xml
<DESCRIPTION>MAIN DOCUMENT DESCRIPTION
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0202</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2007-11-14</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001405073</issuerCik>
        <issuerName>Approach Resources Inc</issuerName>
        <issuerTradingSymbol>AREX</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001418804</rptOwnerCik>
            <rptOwnerName>J. Cleo Thompson Petroleum Management, L.L.C.</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>325 NORTH SAINT PAUL</rptOwnerStreet1>
            <rptOwnerStreet2>SUITE 4300</rptOwnerStreet2>
            <rptOwnerCity>DALLAS</rptOwnerCity>
            <rptOwnerState>TX</rptOwnerState>
            <rptOwnerZipCode>75201</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001418069</rptOwnerCik>
            <rptOwnerName>Neo Canyon Exploration, L.P.</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>325 NORTH SAINT PAUL</rptOwnerStreet1>
            <rptOwnerStreet2>SUITE 4300</rptOwnerStreet2>
            <rptOwnerCity>DALLAS</rptOwnerCity>
            <rptOwnerState>TX</rptOwnerState>
            <rptOwnerZipCode>75201</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common Stock</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>4239243</value>
                    <footnoteId id="F1"/>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>See Footnote</value>
                    <footnoteId id="F2"/>
                </natureOfOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
    </nonDerivativeTable>

    <derivativeTable></derivativeTable>

    <footnotes>
        <footnote id="F1">The Reporting Person disclaims beneficial ownership of these securities except to the extent of its pecuniary interests therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for Section 16 or for any other purposes.</footnote>
        <footnote id="F2">These securities are owned directly by Neo Canyon Exploration, L.P., of which J. Cleo Thompson Petroleum Management, L.L.C. is the general partner. J. Cleo Thompson Petroleum Management, L.L.C. is an indirect beneficial owner of the reported securities.</footnote>
    </footnotes>

    <ownerSignature>
        <signatureName>J. Cleo Thompson Petroleum Management, L.L.C., /s/ J. Curtis Henderson, as attorney-in-fact</signatureName>
        <signatureDate>2007-11-16</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>d51304_4nce24.txt
<DESCRIPTION>POWER OF ATTORNEY
<TEXT>
                                                                      EXHIBIT 24

                                POWER OF ATTORNEY
       For Executing Forms 3, 4 and 5, Form 144 and Schedules 13D and 13G

     Know all by these presents, that the undersigned hereby constitutes and
appoints each of J. Ross Craft and J. Curtis Henderson, signing singularly, as
the undersigned's true and lawful attorneys-in-fact to:

     (1) execute for and on behalf of the undersigned, (a) in the undersigned's
         capacity as an officer, designated insider and/or director of Approach
         Resources Inc. (the "Company"), Forms 3, 4 and 5 in accordance with
         Section 16(a) of the Securities Exchange Act of 1934, as amended (the
         "Exchange Act"), and the rules promulgated thereunder (b) Form 144 and
         (c) Schedules 13D and 13G (including amendments thereto) in accordance
         with Sections 13(d) and 13(g) of the Exchange Act and the rules
         thereunder;

     (2) do and perform any and all acts for and on behalf of the undersigned
         which may be necessary or desirable to complete and execute any such
         Form 3, 4 or 5, Form 144 or Schedules 13D or 13G (including amendments
         thereto) and timely file such forms or schedules with the United States
         Securities and Exchange Commission and any stock exchange,
         self-regulatory association or similar authority; and

     (3) take any other action of any type whatsoever in connection with the
         foregoing which, in the opinion of either such attorney-in-fact, may be
         of benefit to, in the best interest of, or legally required by, the
         undersigned, it being understood that the documents executed by either
         such attorney-in-fact on behalf of the undersigned pursuant to this
         Power of Attorney shall be in such form and shall contain such terms
         and conditions as such signing attorney-in-fact may approve in his
         discretion.

     The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or his
substitute or substitutes, shall lawfully do or cause to be done by virtue of
this Power of Attorney and the rights and powers herein granted. The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with Section 16 of
the Securities Exchange Act of 1934.

     The undersigned agrees that each such attorney-in-fact may rely entirely on
information furnished orally or in writing by the undersigned to the
attorney-in-fact. The undersigned also agrees to indemnify and hold harmless the
Company and each such attorney-in-fact against any losses, claims, damages or
liabilities (or actions in these respects) that arise out of or are based upon
any untrue statements or omissions of necessary facts in the information
provided by the undersigned to such attorney-in-fact for purposes of executing,
acknowledging, delivering or filing Form 3, 4 or 5, Form 144 or Schedule 13D or
13G (including amendments thereto) and agrees to reimburse the Company and the
attorney-in-fact on demand for any legal or other expenses reasonably incurred
in connection with investigating or defending against any such loss, claim,
damage, liability or action.

     This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5, Form 144 and
Schedules 13D and 13G (including amendments thereto) with respect to the
undersigned's holdings of and transactions in securities relating to the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact. This Power of Attorney does not revoke any
other power of attorney that the undersigned has previously granted.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of November 14, 2007.


                     J. Cleo Thompson Petroleum Management, L.L.C.



                     By: /s/ James Cleo Thompson, Jr.
                         ----------------------------------------
                         James Cleo Thompson, Jr., Member-Manager








                                                                      EXHIBIT 24

                                POWER OF ATTORNEY
       For Executing Forms 3, 4 and 5, Form 144 and Schedules 13D and 13G

     Know all by these presents, that the undersigned hereby constitutes and
appoints each of J. Ross Craft and J. Curtis Henderson, signing singularly, as
the undersigned's true and lawful attorneys-in-fact to:

     (1) execute for and on behalf of the undersigned, (a) in the undersigned's
         capacity as an officer, designated insider and/or director of Approach
         Resources Inc. (the "Company"), Forms 3, 4 and 5 in accordance with
         Section 16(a) of the Securities Exchange Act of 1934, as amended (the
         "Exchange Act"), and the rules promulgated thereunder (b) Form 144 and
         (c) Schedules 13D and 13G (including amendments thereto) in accordance
         with Sections 13(d) and 13(g) of the Exchange Act and the rules
         thereunder;

     (2) do and perform any and all acts for and on behalf of the undersigned
         which may be necessary or desirable to complete and execute any such
         Form 3, 4 or 5, Form 144 or Schedules 13D or 13G (including amendments
         thereto) and timely file such forms or schedules with the United States
         Securities and Exchange Commission and any stock exchange,
         self-regulatory association or similar authority; and

     (3) take any other action of any type whatsoever in connection with the
         foregoing which, in the opinion of either such attorney-in-fact, may be
         of benefit to, in the best interest of, or legally required by, the
         undersigned, it being understood that the documents executed by either
         such attorney-in-fact on behalf of the undersigned pursuant to this
         Power of Attorney shall be in such form and shall contain such terms
         and conditions as such signing attorney-in-fact may approve in his
         discretion.

     The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or his
substitute or substitutes, shall lawfully do or cause to be done by virtue of
this Power of Attorney and the rights and powers herein granted. The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with Section 16 of
the Securities Exchange Act of 1934.

     The undersigned agrees that each such attorney-in-fact may rely entirely on
information furnished orally or in writing by the undersigned to the
attorney-in-fact. The undersigned also agrees to indemnify and hold harmless the
Company and each such attorney-in-fact against any losses, claims, damages or
liabilities (or actions in these respects) that arise out of or are based upon
any untrue statements or omissions of necessary facts in the information
provided by the undersigned to such attorney-in-fact for purposes of executing,
acknowledging, delivering or filing Form 3, 4 or 5, Form 144 or Schedule 13D or
13G (including amendments thereto) and agrees to reimburse the Company and the
attorney-in-fact on demand for any legal or other expenses reasonably incurred
in connection with investigating or defending against any such loss, claim,
damage, liability or action.

     This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5, Form 144 and
Schedules 13D and 13G (including amendments thereto) with respect to the
undersigned's holdings of and transactions in securities relating to the
Company, unless earlier revoked by the undersigned in a signed writing delivered
to the foregoing attorneys-in-fact. This Power of Attorney does not revoke any
other power of attorney that the undersigned has previously granted.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of November 14, 2007.


                         NEO CANYON EXPLORATION, L.P.

                         By: J. Cleo Thompson Petroleum Management, L.L.C.,
                             its general partner


                         By: /s/ James Cleo Thompson, Jr.
                             -----------------------------------------------
                             James Cleo Thompson, Jr., Member-Manager
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>3
<FILENAME>d51304_4nce99.txt
<DESCRIPTION>ADDITIONAL EXHIBITS
<TEXT>
                                                                      EXHIBIT 99

                         FORM 3 JOINT FILER INFORMATION



Name:                         Neo Canyon Exploration, L.P.

Address:                      325 North Saint Paul, Suite 4300
                              Dallas, Texas 75201


Designated Filer:             J. Cleo Thompson Petroleum Management, L.L.C.

Issuer & Ticker Symbol        Approach Resources Inc. [AREX]

Date of Event Requiring
  Statement:                  11/14/2007

Signature:                    NEO CANYON EXPLORATION, L.P.

                              By: J. Cleo Thompson Petroleum Management, L.L.C.,
                                       its general partner


                              By: /s/ James Cleo Thompson, Jr.
                                  ----------------------------------------
                                  James Cleo Thompson, Jr., Member-Manager


</TEXT>
</DOCUMENT>
</SUBMISSION>
