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

                                 August 22, 2005
                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))










                                                                   1

Item 5.02 Departure of Directors or Principal  Officers;  Election of Directors;
Appointment of Principal Officers.

         (b)      On August 22, 2005, Abraxas Petroleum Corporation announced in
                  a press release that, James C. Phelps informed Abraxas that he
                  will resign from Abraxas' Board of Directors  effective August
                  22,  2005 for family  health  related  reasons.  Abraxas  also
                  announced in the same press release the appointment of Paul A.
                  Powell, Jr. to its Board of Directors. Mr. Powell will replace
                  Mr. Phelps,  serving the remainder of Mr. Phelps' term,  which
                  expires in 2006.  Abraxas  anticipates  that Mr.  Powell  will
                  serve on its Board of  Directors'  Compensation  Committee.  A
                  copy of the press  release  related  to this  announcement  is
                  attached hereto as Exhibit 99.1.

         (d)      See Item 5.02(b) above.

Item 9.01 Final Statements and Exhibits

         (a) Not applicable.

         (b) Not applicable.

         (c) Exhibits

                  99.1     Press Release dated August 22, 2005 entitled "Abraxas
                           Announces the  Appointment of Paul A. Powell,  Jr. to
                           its Board of Directors"






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

Dated:  August 22, 2005





Exhibit No.                 Description

99.1                       Press Release dated August 22, 2005 entitled "Abraxas
                           Announces the  Appointment of Paul A. Powell,  Jr. to
                           its Board of Directors"