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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
February 22, 2008 (February 19, 2008)

APPROACH RESOURCES INC.

(Exact name of registrant as specified in its charter)


Delaware	001-33801	51-0424817
(State or other jurisdiction of	(Commission file number)	(I.R.S. employer identification number)
incorporation or organization)


One Ridgmar Centre 6500 W. Freeway, Suite 800 Fort Worth, Texas (Address of principal executive office)		76116 (Zip code)

(817) 989-9000
(Registrant’s telephone number, including area code)

Not applicable
(Former name, former address and former fiscal year, if changed since last report)

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


o		Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


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


o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


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

TABLE OF CONTENTS


Item 1.01 Entry into a Material Definitive Agreement
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
Amendment to Credit Agreement


Item 1.01		Entry into a Material Definitive Agreement

On February 19, 2008, Approach Resources Inc. (the “Company”) entered into an amendment (“Amendment”) to its Credit Agreement dated as of January 18, 2008 (“Credit Agreement”) among the Company, as borrower, The Frost National Bank, as administrative agent and lender, JPMorgan Chase Bank, NA, as lender, and Approach Oil & Gas Inc., Approach Oil & Gas (Canada) Inc. and Approach Resources I, LP, as guarantors. The Amendment (i) waives the provisions of Sections 13(a)(ii) and 13(g) of the Credit Agreement to the extent that such sections would prohibit the transfer of oil and gas properties between the Company and any guarantor or between guarantors under the Credit Agreement, and (ii) amends Section 13(a)(ii) of the Credit Agreement to permit the transfer of oil and gas properties between the Company and any guarantor or between guarantors under the Credit Agreement. Currently, all guarantors under the Credit Agreement are direct or indirect wholly-owned subsidiaries of the Company.

The foregoing description of the terms of the Amendment is qualified in its entirety to the Amendment, which is filed hereto as Exhibit 10.1 to this Current Report and is incorporated herein by reference.


Item 9.01		Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description
	10.1	Amendment dated February 19, 2008 to Credit Agreement among Approach Resources Inc., as borrower, The Frost National Bank, as administrative agent and lender, JPMorgan Chase Bank, NA, as lender, and Approach Oil & Gas Inc., Approach Oil & Gas (Canada) Inc. and Approach Resources I, LP, as guarantors, dated as of January 18, 2008.

SIGNATURES

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 duly authorized.


	APPROACH RESOURCES INC.
	By:	/s/ J. Curtis Henderson
		J. Curtis Henderson
		Executive Vice President and General Counsel

Date: February 22, 2008

Table of Contents

Table of Contents

Table of Contents