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
                                  June 23, 2004


                          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 9. REGULATION FD DISCLOSURE

     The  information  in this  Report  (including  Exhibit  99.1) is  furnished
pursuant to Item 9 and shall not be deemed "filed" for purposes of Section 18 of
the  Securities  Exchange Act of 1934, as amended,  or otherwise  subject to the
liabilities of that Section.  The  information in this Report will not be deemed
an admission as to the materiality of any  information  required to be disclosed
solely to satisfy the requirements of Regulation FD.


The following exhibits are filed as part of this report:

NUMBER                                            DOCUMENT

99.1                                          Press release dated June 22, 2004





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: /s/Chris Williford
                                     ------------------------------
                                      Chris Williford
                                      Executive Vice President, Chief Financial
                                      Officer and Treasurer


Dated:    June 23, 2004