UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 8-K/A


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

                                 March 16, 2006
                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       (Commission                (IRS Employer
 of 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))






     This amendment on Form 8-K/A amends Item 4.02 of Abraxas' Form 8-K filed on
March 16, 2006 with respect to the  disclosure of the nature of the error in the
accounting  for  other  comprehensive  income  related  to the sale of  Abraxas'
interest in its former  Canadian  subsidiary,  Grey Wolf  Exploration  Inc.  The
remainder of the report as originally filed remains  unchanged except as amended
in this Form 8-K/A.



Item  4.02(a).  Non-Reliance  on  Previously  Issued  Financial  Statements or a
Related Audit Report of Completed Interim Review.

     During the first  quarter of 2005,  Abraxas  disposed  of its  wholly-owned
Canadian  subsidiary,  Grey  Wolf  Exploration  Inc.  ("GW"),  through  a public
offering in Canada of GW shares.  Prior to the sale,  the retained  earnings and
other  comprehensive  income  ("OCI")  equity  accounts  of GW were  included in
Abraxas' consolidated stockholders' equity under "Accumulated Deficit."

     As  originally  reported in Abraxas'  Form 10-Q for the quarter ended March
31, 2005, OCI was credited directly to retained earnings and was not included in
income from  discontinued  operations  as a component of the gain.  As a result,
Abraxas'  income from  discontinued  operations  for the quarter was reported as
$10.7 million and its consolidated net income as $9.2 million.  In addition,  at
March 31, 2005,  stockholders' equity (deficit) was ($43.4 million). As a result
of the  restatement  referenced  in the Form 8-K Report filed on March 16, 2006,
income  from  discontinued  operations  for the  quarter  ended  March 31,  2005
increased  to  $12.9  million  and  net  income   increased  to  $11.4  million.
Stockholders' equity was unchanged.

     The  error  was due to a  mistake  resulting  from the  complex  nature  of
accounting for the sale of a foreign  subsidiary and  recognition of accumulated
OCI on both Abraxas' and GW's books.  The error was corrected in connection with
the  preparation  of Abraxas'  audited  financial  statements for the year ended
December 31, 2005 and all adjustments were recorded.









                                   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: April 12, 2006