8-K

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)
May 10, 2010

APPROACH RESOURCES INC.

(Exact name of registrant as specified in its charter)

Delaware	001-33801	51-0424817
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
One Ridgmar Centre
6500 West Freeway, Suite 800
Fort Worth, Texas		76116
(Address of principal executive offices)		(Zip Code)

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

Not Applicable
(Former name or former address, 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 communications 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))

Item 7.01 Regulation FD Disclosure.

     On May 10, 2010, Approach Resources Inc. (the “Company”) posted a new presentation titled “Company Presentation, May 10, 2010” under the “Investor Relations — Presentations” section of the Company’s website, www.approachresources.com.

     For the benefit of all investors, the presentation is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Approach Resources Inc. Company Presentation, May 10, 2010.

     In accordance with General Instruction B.2 of Form 8-K, the information in this current report on Form 8-K, including the attached exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

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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: May 10, 2010

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Approach Resources Inc. Company Presentation, May 10, 2010.

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EX-99.1

Exhibit 99.1

Company May 10, 2010 Presentation "We were Permian when Permian wasn't cool."

Forward-looking statements and cautionary statements This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical facts, included in this presentation that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this presentation specifically include the expectations of management regarding plans, strategies, objectives, anticipated financial and operating results of the Company, including as to the Company's drilling program, estimated reserves and drilling locations, hedging activities, capital expenditures, financial and operating guidance, 3-D seismic data interpretation and potential value added by processing NGLs included in the presentation. These statements are based on certain assumptions made by the Company based on management's experience and perception of historical trends, current conditions, anticipated future developments and other factors believed to be appropriate and believed to be reasonable by management. When used in this presentation, the words "will," "potential," "believe," "intend," "expect," "may," "should," "anticipate," "could," "estimate," "plan," "predict," "project" or their negatives, other similar expressions or the statements that include those words, are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, which may cause actual results to differ materially from those implied or expressed by the forward- looking statements. In particular, careful consideration should be given to the cautionary statements and risk factors described in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on March 12, 2010. Any forward- looking statement speaks only as of the date on which such statement is made and the Company undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law. The SEC now permits oil and gas companies, in their filings with the SEC, to disclose only proved, probable and possible reserves that meet the SEC's definitions for such terms, and price and cost sensitivities for such reserves, and prohibits disclosure of resources that do not constitute such reserves. The Company uses the terms "estimated ultimate recovery," "EUR," "resource" reserves, reserve "potential," "upside" or other descriptions of volumes of reserves potentially recoverable through additional drilling or recovery techniques that the SEC's rules may prohibit the Company from including in filings with the SEC. These estimates are by their nature more speculative than estimates of proved, probable and possible reserves and accordingly are subject to substantially greater risk of being actually realized by the Company. May 10, 2010 | 2

AREX overview Core areas of operation(1) (1)As of December 31, 2009, unless otherwise noted. (2)Based on March 31, 2010 closing price of $9.08 per share and 21 mm shares outstanding at March 31, 2010. (3)Net debt at March 31, 2010 was $36.6 mm. May 10, 2010 | 3 Exchange/Ticker Market cap $190.7 mm(2) Enterprise value $227.3 mm(3)

Recent operational and financial highlights(1) (1)See appendix for adjusted net income (loss) (non-GAAP) and EBITDAX (non-GAAP) reconciliations and important disclosures. May 10, 2010 | 4 $ thousands, except per-share amounts Production rising Average daily production for April 2010 (24.8 MMcfe/d) increased 13%, compared to average daily production for 1Q 2010 (22 MMcfe/d).

AREX investment highlights High quality, long-lived asset base to ride price cycles Low risk, repeatable, multi-year drilling inventory of over 1,300 identified locations Strong balance sheet(1) Liquidity of $78.4 million Debt-to-capital of 14% Technically driven management team with a proven track record of unconventional resource exploration, evaluation and development Attractive valuation versus peers: EV per proved reserve ~$1.04/Mcfe(2) (1)See appendix for important disclosures regarding liquidity and debt-to-capital. (2)Based on March 31, 2010 closing price of $9.08 per share, December 31, 2009 reported proved reserve estimates and March 31, 2010 balance sheet. Peer data based on March 31, 2010 closing prices and December 31, 2009 proved reserve estimates and balance sheet data. Peer comparison - EV/Mcfe ($/Mcfe)(2) May 10, 2010 | 5

Proven track record - at a low cost Proved reserves growth (Bcfe) Production growth (MMcfe/d) (1)Pro forma for the November 14, 2007 acquisition of Neo Canyon Exploration, L.P.'s 30% working interest in Ozona Northeast, as if the acquisition occurred on January 1, 2007. (2)Pro forma for the Neo Canyon acquisition. (3)Source: publicly-filed company reports. See appendix for F&D costs (non-GAAP) reconciliation and important disclosures. (4)Source: LOE and severance tax data for FY09 from publicly-filed company reports. LOE includes transportation expenses. May 10, 2010 | 6 LOE & severance tax ($/Mcfe)(4) Drill-bit F&D ($/Mcfe)(3)

2009 Reserves and unrisked potential Reserve overview(1) (1)Estimates of proved, probable and possible reserves at December 31, 2009, are based on an independent engineering report of our oil and gas properties prepared by DeGolyer and MacNaughton. Probable and possible reserves are unrisked and unbooked. Category Oil/NGLs (MBbls) Gas (MMcf) Equivalent (MMcfe) May 10, 2010 | 7

Positioned to deliver value in 2010 and beyond 2010 Capital budget - $53 MM 2010 Outlook Allocating 92% to our low-risk, high-return core areas Ozona Northeast - $25.6 mm 36 gross (36 net) wells Cinco Terry - $19.9 mm 48 gross (24 net) wells 2010 program substantially funded with internally- generated cash flow Focus on increasing production in core operating areas in the Permian Strategic acquisitions Bolt-on Opportunistic Balance cash flow with capital spending Increase 2010 - 2011 hedge position May 10, 2010 | 8 Future outlook: increase oil & NGL production Oil & NGLs as a % of total production (6:1 conversion)

Ozona Northeast Key highlights(1) Drilling inventory map(1) (1)As of December 31, 2009, unless otherwise noted. Wolfcamp, Canyon Sands tight gas, Strawn and Ellenburger development Own substantially all working interest in all depths 80% NRI Legacy asset with significant remaining development potential 134.8 Bcfe estimated proved reserves, 100% operated Low decline rates (4%-6%) in mature wells 49,850 gross (43,553 net) acres at 3/31/2010 Own or operate 140 miles of gathering lines 660 identified drilling locations Evaluating reprocessed 3-D seismic to identify Strawn and Ellenburger targets May 10, 2010 | 9

Ozona Northeast: typical Canyon well IRR analysis (520 MMcfe EUR) Key observations Statistical, predictable results 520 - 480 MMcfe average gross EUR 396 - 366 MMcfe average net EUR (80% NRI) Premium price realization driven by high gas heat content 1,250 Btu per Mcf Make-whole contract (wellhead) Contract expires after 1Q 2011 Expected D&C costs $670k per well (8/8th) Expected breakeven at $3.50 NYMEX Decline curve Based on 520 MMcfe average gross EUR Oil $70/Bbl, NGLs $32.50/Bbl May 10, 2010 | 10 Price (NYMEX), IRR & payout

Ozona Northeast: creating more value (1)Expected expiration of Ozona Northeast wellhead contract. Potential value added to revenue stream is forward-looking and based on price and other assumptions set forth above. Actual results will vary. Please see forward-looking statements and cautionary statements on page 2 of this presentation. (2)Excludes all costs and effects of transportation, marketing, fuel shrink, line loss and other charges. May 10, 2010 | 11 $1.72/Mcf ? potential value added to current revenue stream(2) Key assumptions: Commodity prices $4.00/MMBtu of natural gas $40.00/Bbl of NGLs 1,250 Btu per Mcf Expect to begin processing after 1Q 2011(1)

Cinco Terry Key highlights(1) Drilling inventory map(1) (1)As of December 31, 2009, unless otherwise noted. Wolfcamp, Canyon Sands tight gas and Ellenburger development +-52% WI & 39% NRI 68.7 Bcfe estimated proved reserves 50,281 gross (23,794 net) acres at 3/31/2010 558 identified drilling locations 3-D seismic shoot complete Multiple horizon potential May 10, 2010 | 12

Cinco Terry: 3-well cross section 3-well cross section map University 42-13 5 University 42-29 1 Baker B 201 May 10, 2010 | 13

Cinco Terry: 3-well cross section Baker B 201 TD : 8,620' ELEV KB : 2,637' University 45-29 1 TD : 8,100' ELEV KB : 2,617' University 42-13 5 TD : 8,100' ELEV KB : 2,630' 12,469' 11,538' 6 16 CALI 0 200 GR 0.2 2,000 LLS 0.2 2,000 LLD 0.2 2,000 MSFL 0.3 - -0.1 DPHI 0.3 - -0.1 NPHI 0.2 2000 RT20 0.2 2000 RT30 0.2 2,000 RT60 0.2 2,000 RT90 0.3 DPHI 0.3 APF Ozone Top 7,700' 7,800' 7,900' 8,000' A' 6 16 CALI 0 200 GR 0.2 2,000 LLS 0.2 2,000 LLD 0.2 2,000 MSFL 0.3 - -0.1 DPHI 0.3 - -0.1 NPHI 6 16 CALI 0 200 GR - -0.1 - -0.1 7,700' 7,800' 7,900' 8,000' 7,700' 7,800' 7,900' 8,000' Sand Shale Gas-Filled Porosity Gas-Filled Porosity ~ 112' Gas-Filled Porosity ~ 120' Gas-Filled Porosity ~ 50' May 10, 2010 | 14

Cinco Terry: typical Canyon well IRR analysis (547 MMcfe EUR) Key observations Decline curve Price (NYMEX), IRR & payout Statistical results +-52% WI & 39% NRI 547 MMcfe average gross EUR 258 MMcfe average net EUR Premium price realization driven by high gas heat content 1,220 Btu per Mcf 93% POP contract Expected D&C Costs $810k per well (8/8th) Expected breakeven at $3.00 NYMEX Based on 547 MMcfe average gross EUR Oil $70/Bbl, NGLs $32.50/Bbl May 10, 2010 | 15

Cinco Terry: Ellenburger upside Key observations Decline curve Statistical results +-52% WI & 39% NRI 1,315 MMcfe average gross EUR 670 MMcfe average net EUR Premium price realization driven by high gas heat content 1,220 Btu per Mcf 93% POP contract Expected D&C costs $670k per well (8/8th) IRR analysis (1,315 MMcfe EUR) Price (NYMEX), IRR & payout Based on 1,315 MMcfe average gross EUR Oil $70/Bbl, NGLs $32.50/Bbl May 10, 2010 | 16

Cinco Terry 3-D seismic area 3-D seismic data covers >135,000 acres in the Permian Basin May 10, 2010 | 17 Cinco Terry 3-D Seismic Bailey Childress 3-D Seismic

North Bald Prairie Key highlights(1) Drilling inventory map(1) (1)As of December 31, 2009, unless otherwise noted. Cotton Valley Lime and Cotton Valley Sands development 50% WI & +-40% NRI 15.5 Bcfe estimated proved reserves 7,333 gross (4,525 net) acres at 3/31/2010 Approximately 2,461 net acres have been re- leased at substantially 100% WI 93 identified drilling locations Rodessa and Pettit behind pipe potential May 10, 2010 | 18

North Bald Prairie: typical Cotton Valley well IRR analysis (1,300 MMcfe EUR) Key observations Decline curve Price (NYMEX), IRR & payout Statistical results 50% WI & +-40% NRI 1,300 - 1,000 MMcfe average gross EUR 507 - 400 MMcfe average net EUR Price realization 1,050 Btu per Mcf Expected D&C costs $2.0 mm per well (8/8th) Based on 1,300 MMcfe average gross EUR May 10, 2010 | 19

AREX investment highlights 2010 Outlook Focus on increasing production in core operating areas in the Permian Strategic acquisitions Bolt-on Opportunistic Balance cash flow with capital spending Increase 2010 - 2011 hedge position High quality, long-lived asset base to ride price cycles Low risk, repeatable, multi-year drilling inventory of over 1,300 identified locations Strong balance sheet(1) Liquidity of $78.4 million Debt-to-capital of 14% Technically driven management team with a proven track record of unconventional resource exploration, evaluation and development Attractive valuation versus peers: EV per proved reserve ~$1.04/Mcfe(2) May 10, 2010 | 20 (1)See appendix for important disclosures regarding liquidity and debt-to-capital. (2)Based on March 31, 2010 closing price of $9.08 per share, December 31, 2009 reported proved reserve estimates and March 31, 2010 balance sheet.

Appendix

Exploratory plays Northern New Mexico - El Vado East Western Kentucky - Boomerang New Albany Shale 74,988 gross (44,759 net) undeveloped acres at 3/31/2010 Lease terms (1 year remaining primary + 5 year extensions remaining) provide option value on technology and gas prices Complete two, previously drilled wells in the New Albany Shale in 2010 After evaluating results from test wells, determine development program for the prospect Mancos Shale/Niobrara exploration 2,000 to 3,000 feet 90,357 gross (79,793 net) undeveloped acres at 3/31/2010 Proximity to several multi-million barrel fields (mostly crude oil) Additional prospectivity in Dakota, Morrison, Todilto and Entrada formations County ordinance finalized and drilling moratorium lifted 5/2009 Received conditional permits from the County for eight drilling locations Evaluating drilling costs for approved locations, develop drilling plan during 2Q and 3Q 2010 May 10, 2010 | 22

Financial and operating guidance 2010 financial and operating guidance The table below sets forth the Company's current 2010 financial and operating guidance. The 2010 guidance is forward-looking information that is subject to a number of risks and uncertainties, many of which are beyond the Company's control, as further described on page 2 of this presentation. May 10, 2010 | 23

Equity ownership Ownership of management & certain beneficial owners at 3/31/2010 (1)As of most recent public filings, 2.4 million shares are owned by non-affiliate holders of 5% or more of our outstanding common stock. May 10, 2010 | 24

Liquidity and long-term debt-to-capital Liquidity Debt-to-capital ratio Debt-to-capital ratio is calculated as of March 31, 2010, and by dividing long-term debt (GAAP) of $37.2 million by the sum of total stockholders' equity (GAAP) and long-term debt (GAAP) of $261.8 million. We use the debt-to-capital ratio as a measurement of our overall financial leverage. However, this ratio has limitations. This ratio can vary from year to year for the Company and can vary among companies based on what is or is not included in the ratio on a company's financial statements. This ratio is provided in addition to, and not as an alternative for, and should be read in conjunction with, the information contained in our financial statements prepared in accordance with GAAP (including the notes), included in our SEC filings and posted on our website. Liquidity is calculated by adding the net funds available under our revolving credit facility and cash and cash equivalents. We use liquidity as an indicator of the Company's ability to fund development and exploration activities. However, this measurement has limitations. This measurement can vary from year to year for the Company and can vary among companies based on what is or is not included in the measurement on a company's financial statements. This measurement is provided in addition to, and not as an alternative for, and should be read in conjunction with, the information contained in our financial statements prepared in accordance with GAAP (including the notes), included in our SEC filings and posted on our website May 10, 2010 | 25

Finding & development costs reconciliation (unaudited) We believe that providing measures of finding and development, or F&D, cost is useful to assist an evaluation of how much it costs the Company, on a per Mcfe basis, to add proved reserves. However, these measures are provided in addition to, and not as an alternative for, and should be read in conjunction with, the information contained in our financial statements prepared in accordance with GAAP (including the notes), included in our Annual Report on Form 10-K filed with the SEC on March 12, 2010. Due to various factors, including timing differences, F&D costs do not necessarily reflect precisely the costs associated with particular reserves. For example, exploration costs may be recorded in periods before the periods in which related increases in reserves are recorded and development costs may be recorded in periods after the periods in which related increases in reserves are recorded. In addition, changes in commodity prices can affect the magnitude of recorded increases (or decreases) in reserves independent of the related costs of such increases. As a result of the above factors and various factors that could materially affect the timing and amounts of future increases in reserves and the timing and amounts of future costs, including factors disclosed in our filings with the SEC, we cannot assure you that the Company's future F&D costs will not differ materially from those set forth above. Further, the methods we use to calculate F&D costs may differ significantly from methods used by other companies to compute similar measures. As a result, our F&D costs may not be comparable to similar measures provided by other companies. The following table reflects the reconciliation of our estimated finding and development costs for the year ended December 31, 2009 to the information required by paragraphs 11 and 21 of ASC 932-235: May 10, 2010 | 26

F&D costs reconciliation (unaudited) - cont. Drill-bit finding and development ("F&D") costs are calculated by dividing the sum of exploration costs and development costs for the year, by the total of reserve extensions and discoveries for the year. All-in F&D costs, including revisions, are calculated by dividing the sum of property acquisition costs, exploration costs and development costs for the year, by the total of reserve extensions, discoveries, purchases and all revisions for the year. All-in F&D costs, including revisions and the change in future development costs, are calculated by dividing the sum of property acquisition costs, exploration costs, development costs and the change in future development costs from the prior year, by the total of reserve extensions, discoveries, purchases and all revisions for the year. Definitions Reconciliation (1) Includes $170,000 in non-cash asset retirement obligations recorded in 2009. May 10, 2010 | 27

EBITDAX reconciliation (unaudited) $ thousands, except per-share amounts We define EBITDAX as net income, plus (1) exploration expense, (2) depletion, depreciation and amortization expense, (3) share-based compensation expense, (4) unrealized gain on commodity derivatives, (5) interest expense and (6) income taxes. EBITDAX is not a measure of net income or cash flow as determined by GAAP. The amounts included in the calculation of EBITDAX were computed in accordance with GAAP. EBITDAX is presented herein and reconciled to the GAAP measure of net income because of its wide acceptance by the investment community as a financial indicator of a company's ability to internally fund development and exploration activities. This measure is provided in addition to, and not as an alternative for, and should be read in conjunction with, the information contained in our financial statements prepared in accordance with GAAP (including the notes), included in our SEC filings and posted on our website. May 10, 2010 | 28

Adjusted net income reconciliation (unaudited) $ thousands, except per-share amounts The amounts included in the calculation of adjusted net income (loss) and adjusted net income (loss) per diluted share below were computed in accordance with GAAP. We believe adjusted net income and adjusted net income per diluted share are useful to investors because they provide readers with a more meaningful measure of our profitability before recording certain items whose timing or amount cannot be reasonably determined. However, these measures are provided in addition to, and not as an alternative for, and should be read in conjunction with, the information contained in our financial statements prepared in accordance with GAAP (including the notes), included in our SEC filings and posted on our website. May 10, 2010 | 29

Hedging positions at 3/31/2010 Natural gas and basis differential hedges (1)Percent of estimated production hedged for 2010 is based on 1Q 2010 actual production and the midpoint of 2010 production guidance. Hedging to secure capital 54% of remaining 2010 natural gas production hedged at a weighted average price of $6.18/Mcf(1) May 10, 2010 | 30

One Ridgmar Centre 6500 West Freeway, Suite 800 Fort Worth, Texas 76116 817.989.9000 www.approachresources.com NASDAQ: AREX