8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION



                             Washington, D.C. 20549



                                  F O R M 8 - K

                                 CURRENT REPORT

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



                                 Date of Report
                                January 27, 1998



                          Abraxas Petroleum Corporation
             (Exact name of registrant as specified in its charter)


                                     Nevada
                 (State of other jurisdiction of incorporation)





0-19118                                                           74-2584033
(Commission File Number)              (I.R.S. Employer Identification Number)




                        500 N. Loop 1604 East, Suite 100
                            San Antonio, Texas 78232
                    (Address of principal executive offices)

               Registrant's telephone number, including area code:
                                  210-490-4788







                              Item 5. OTHER EVENTS.

         (a)      On January 20, 1998 Abraxas  Petroleum  Corporation  announced
                  the  Company  has  priced a private  offering  of $60  million
                  principal  amount of 11.5%  senior  notes.  Such  notes are an
                  add-on to the Company's existing $215 million senior notes.





         The following exhibits are filed as part of this report:

NUMBER                                               DOCUMENT
- ------                                               --------
99.5                                     Press release dated January 21, 1998








                                   SIGNATURES


         Pursuant to the requirement 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.

                          ABRAXAS PETROLEUM CORPORATION



                           By:      _________________________________________
                                    Chris Williford
                                    Executive Vice President, Chief Financial
                                    Officer and Treasurer


Dated:   January 27, 1998

EX-99.5

                                 NEWS RELEASE
- --------------------------------------------------------------------------------

FOR IMMEDIATE RELEASE                               www.abraxaspetroleum.com

FOR MORE INFORMATION CONTACT:
JACK M. RONEY
DIRECTOR OF CORPORATE DEVELOPMENT

                     ABRAXAS PETROLEUM CORPORATION ANNOUNCES
                  PRICING OF $60 MILLION SENIOR NOTES OFFERING

SAN ANTONIO,  TX - (January 21, 1998) - Abraxas Petroleum  Corporation  (NASDAQ:
AXAS)  announced  today that it has  priced a private  offering  of $60  million
principal  amount of 11.5%  Senior  Notes  due 2004,  Series C, an Add-On to the
Company's  existing $215 million Series B Notes.  The notes bear a stated coupon
rate of  11.5%,  but were  priced  at  approximately  106.75%  of par to yield a
minimum "yield to worst" of 9.69%. Canadian Abraxas Petroleum Limited,  Abraxas'
Canadian subsidiary, is a co-issuer of the notes.

The net proceeds  will be used to re-pay bank debt which was incurred  primarily
for corporate  acquisitions  and to fund a portion of the Company's 1998 capital
expenditure  budget.  The new notes are being issued pursuant to an underwritten
Rule 144A offering.  The notes have not been registered under the Securities Act
of 1933.

Moody's  Investor  Services and Standard & Poor's  confirmed  ratings of B-2 and
Single-B, respectively, for both the $60 million proposed issue and the existing
$215 million notes. Closing is expected to occur on January 27, 1998.

Abraxas Petroleum  Corporation is a San Antonio-based  crude oil and natural gas
exploration and production  company that also processes natural gas. It operates
primarily  along the Texas Gulf Coast,  in the Permian  Basin of western  Texas,
western Canada and southwestern Wyoming.

                                       ###

Safe Harbor for  forward-looking  statement:  Statements in this release looking
forward in time involve  known and unknown  risks and  uncertainties,  which may
cause the Company's actual results in future periods to be materially  different
from any future performance suggested in this release. Such factors may include,
but may not be  necessarily  limited to,  changes in the prices  received by the
Company for crude oil and natural gas. In addition,  the Company's  future crude
oil and natural gas production is highly  dependent upon the Company's  level of
success in  acquiring  or finding  additional  reserves.  Further,  the  Company
operates in an industry sector where  securities  values are highly volatile and
may be influenced by economic and other factors beyond the Company's control. In
the  context  of  forward-looking  information  provided  for in  this  release,
reference is made to the  discussion  of risk factors  detailed in the Company's
filing with the Securities and Exchange Commission during the past 12 months.