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

                                November 4, 2004
                Date of Report (Date of earliest event reported)

                          ABRAXAS PETROLEUM CORPORATION
             (Exact name of registrant as specified in its charter)

Nevada                               0-19118                74-2584033
(State or other jurisdiction of   (Commission             (IRS Employer
incorporation)                     File Number)           Identification No.)


                        500 N. Loop 1604 East, Suite 100
                            San Antonio, Texas 78232
                                 (210) 490-4788

   (Address of principal executive offices and Registrant's telephone number,
                              including area code)

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. below):

[ ] Written communications  pursuant to Rule 425 under the Securities Act (17
    CFR 230.425)

[ ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17
    CFR 240.14a-12)

[ ] Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] 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

     The  information  in this  Report  (including  Exhibit  99.1) is  furnished
pursuant to Item 7.01 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 the 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.

On November 3, 2004, Abraxas Petroleum  Corporation (the "Company") announced in
a press release that it intends to accelete drilling activity,  as the Company's
recent refinancing removed certain capital spending limitations.

Item 9.01 Financial Statements and Exhibits

         (c)      Exhibits

                  99.1     Press  Release   dated   November  3,  2004  entitled
                           "Abraxas'   Announces   Acceleration   of   Ddrilling
                           Activity After  Refinancing  Removes Capital Spending
                           Limitations".

                                   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.

                          Abraxas Petroleum Corporation

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

Dated:  November 4, 2004

EX-99

                                                                    EXHIBIT 99.1

                                  NEWS RELEASE




               ABRAXAS ANNOUNCES ACCELERATION OF DRILLING ACTIVITY
             AFTER REFINANCING REMOVES CAPITAL SPENDING LIMITATIONS


SAN ANTONIO, TX (November 3, 2004) - Abraxas Petroleum  Corporation  ("Abraxas")
(AMEX:ABP)  today announced plans to increase  drilling  activity as a result of
the previously announced debt refinancing,  which removed certain covenants that
limited the Company's ability to make capital expenditures.

The  Company's  Board of  Directors  approved an  additional  $12.8  million for
capital  expenditures  related to projects the Company  plans to commence in the
fourth quarter subject to rig availability.

In the U.S., five new projects are planned. These projects combined with several
workovers and facility upgrades have a total cost of approximately $7.5 million.
One 100% owned Edwards horizontal well will be drilled in south Texas to a total
measured depth of 15,800'. In west Texas:

          o    a 100% owned  horizontal  Devonian well will be drilled
               to a total measured depth of 17,000';

          o    a shallow development drilling program will commence on
               a  waterflood  project  in  which  Abraxas  owns  a 58%
               working interest;

          o    development  will continue in the 100% owned  Clearfork
               Slope  oil  plays at  depths  ranging  from  5,600'  to
               8,500'; and

          o    a 6,500'  infill  well will be drilled  in the  Abraxas
               Cherry  Canyon  field in which the Company  owns an 81%
               working interest.



In Canada,  development  of 100% owned Knopcik area in the Peace River Arch will
continue and a waterflood  project will be activated in the near future.  In the
Caroline  area,  PrimeWest  continues  to  develop  the area  under the  farmout
agreement  and  recently  drilled  and logged two  successful  wells.  Grey Wolf
Exploration Inc., Abraxas' wholly-owned subsidiary,  owns a 40% working interest
in these wells. The Company also plans to install additional  compression at its
Widewater  and Knopcik  areas to  increase  production.  All of these  projects,
inclusive  of the drilling of four wells at Knopcik and  Caroline,  have a total
cost of approximately $5.3 million.

Bob Watson,  Abraxas'  Chairman and CEO,  commented,  "The acceleration of these
projects allows us to aggressively  exploit our  substantial  undeveloped  asset
base.  While  production  will be down  modestly in the third quarter due to the
previous limitations on capital expenditures and certain Canadian infrastructure
constraints,  this  anticipated  renewed  activity  will  allow  for  production
increases as we exit 2004 and into 2005."

Abraxas Petroleum  Corporation is a San Antonio-based  crude oil and natural gas
exploitation and production company.  The Company operates in Texas, Wyoming and
western Canada.


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 the value of securities is 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.

FOR MORE INFORMATION CONTACT:
Janice Herndon/Manager Corp. Communications
Telephone 210.490.4788
jherndon@abraxaspetroleum.com
www.abraxaspetroleum.com