UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)*
AMEN Properties, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
023477-20-1
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(CUSIP Number)
Kris Oliver
303 W. Wall Street, Suite 2300
Midland, Texas 79701
(972) 999-0494
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
12/31/2008
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is Filed:
[ ] Rule 13d-1(b)
[ X ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 "(Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 023477-20-1
(1) Name of Reporting Persons:
I.R.S. Identification Nos. of above persons (entities only):
Frosty Gilliam Jr.
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(2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ] Not Applicable
(b) [ ] Not Applicable
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(3) SEC Use Only:
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(4) Citizenship or Place of Organization
United States of America
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Number of Shares (5.) Sole Voting Power 304,764
Beneficially Owned ----------
by Each Reporting (6.) Shared Voting Power 0
Person With: ----------
(7.) Sole Dispositive Power 304,764
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(8.) Shared Dispositive Power
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person:
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304,764
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(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions): [ ]
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(11) Percent of Class Represented by Amount in Row (9):
5.9%
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(12) Type of Reporting Person (See Instructions):
IN
ITEM 1.NAME AND ADDRESS OF ISSUER
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This Statement on Schedule 13G (this "Statement") relates to Common stock,
$0.01 par value per share ("Common Stock"), of AMEN Properties, Inc., a Delaware
corporation (the "Issuer"). The address of the Issuer's principal executive
offices is 303 W. Wall Street, Ste. 2300, Midland, TX 79701.
ITEM 2. IDENTITY AND BACKGROUND
(a) The name of the person filing this Statement is Frosty Gilliam Jr. (the
"Reporting Person").
(b) The address of the principal business office of the Reporting Person is 4840
E. University Suite 200 Odessa, TX 79762.
(c) Citizenship: United States of America
(d) Title of Class of Securities: Common Stock $.01 par value per share.
(e) CUSIP Number: 023477-20-1
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO ss.ss. 240.13d-1(b) OR
240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
[ ] Broker or dealer registered under section 15 of the Act
(15 U.S.C. 78o).
[ ] Bank as defined in section 3 (a) (6) or the Act (15 U.S.C. 78c).
[ ] Insurance company as defined in section 3(a) (19) of the Act
(15 U.S.C. 78c).
[ ] Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
[ ] An investment adviser in accordance with ss.240.13d-1(b)
(1) (ii) (E);
[ ] An employee benefit plan or endowment fund in accordance with
ss.240.13d-1(b) (1) (ii) (F);
[ ] A parent holding company or control person in accordance with
ss.240.13d-1(b) (1) (ii) (G);
[ ] A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813)
[ ] A church plan that is excluded from the definition of an
investment company under section 3(c) (14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
[ ] Group, in accordance with ss.240.13d-1(b) (1) (ii) (J).
ITEM 4. OWNERSHIP
(a) Amount beneficially owned: 304,764.
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(b) Percent of class: 5.9%.
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(c) Number of (i). Sole Voting Power 304,764
Shares as to which ------------
the person has: (ii) Shared Voting Power 0
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(iii) Sole Dispositive Power 304,764
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(iv) Shared Dispositive Power 0
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ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
If this statement is being filed to report the fact that as of the date hereof
the reporting person has ceased to be the beneficial owner of more than five
percent of the class of securities, check the following [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
None.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
None.
ITEM 8. INDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
None.
ITEM 9. NOTICE OF DISSOLUTON OF GROUP
None.
ITEM 10. CERTIFICATION
(a) The following certification shall be included if the statement is filed
pursuant to ss.240.13d-1(b):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in
the ordinary course of business and were not acquired and are not held
for the purpose of or with the effect or changing or influencing the
control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction
having that purpose or effect.
(b) The following certification shall be included if the statement is filed
pursuant to ss.240.13d-1(c):
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing
the control of the issuer of the securities and were not acquired and
are not held in connection with or as a participant in any transaction
having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated as of January 13, 2009
By: /s/ Frosty Gilliam Jr.
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Frosty Gilliam Jr.