SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
CRAIN JAMES C

(Last) (First) (Middle)
300 CRESCENT COURT
SUITE 900

(Street)
DALLAS TX 75201

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/07/2007
3. Issuer Name and Ticker or Trading Symbol
Approach Resources Inc [ AREX ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
No securities are beneficially owned.
/s/ J. Curtis Henderson, as attorney-in-fact 11/07/2007
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
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                                                                      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 7, 2007.


                                        /s/ James C. Crain
                                        ----------------------------------------
                                        James C. Crain