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

October 3, 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 of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

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 Company’s CEO, Robert L.G. Watson, will be presenting at the IPAA Oil & Gas Symposium West in San Francisco, California on October 3, 2006. Attached as Exhibit 99.1 are materials that Mr. Watson will present.

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.

Item 9.01 Financial Statements and Exhibits.

(c)	Exhibits.
	99.1	Slide presentation
	99.2	News Release

2

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: October 3, 2006

3

EX-99

Exhibit 99.1

8-K Robert L.G. Watson will be presenting at the IPAA Oil & Gas Investment Symposium West in San Francisco, California on October 3, 2006

Slide 1: Abraxas Petroleum Corporation

IPAA OGIS West – October 3, 2006, San Francisco

The information presented herein may contain predictions, estimates and other forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Although the Company believes that its expectations are based on reasonable assumptions, it can give no assurance that its goals will be achieved. Important factors that could cause actual results to differ materially from those included in the forward-looking statements include the timing and extent of changes in commodity prices for oil and gas, the need to develop and replace reserves, environmental risks, competition, government regulation and the ability of the Company to meet its stated business goals.

Picture: Pencil drawing of a drilling rig in an oil field

Slide 2: Back to the Basics...

Abraxas Petroleum Corporation

• AMEX: ABP

• Market capitalization ~ $175 million

• Enterprise value ~ $315 million

• Options: CBOE and PCX

• Fully diluted shares outstanding – 44.1 million

• Ownership: ~13% insider

            ~28% institutional

• Average trading volume (3 mos): > 225,000 shares per day

Natural gas (80%)

• Operations in Texas and Wyoming

• > 10 year inventory of projects on existing leasehold

• Proved RLI: > 17 years

Slide 3: Why Abraxas...

Quality assets

• High ownership interests (79% WI)

• Operational control (95%)

• High producing rates per well

• Large acreage positions

• Substantial upside

Bar & line chart from 1977 through 2005 detailing long-term debt, market cap and proved reserves at December 31^st of each year

Slide 4: Goals...

Back to the Basics...

Increase Shareholder Value by...

Drill Bit Growth targeting Conventional Reservoirs & watching Resource Plays

Slide 5: Growth...

...through the drill bit

Bar chart of production by quarter from Q1 2005 through Q3 2006E by area, notating a 58% increase

Slide 6:	Areas of Operations...
Wyoming – Powder River Basin – Converse & Niobrara Counties

West Texas – Delaware Basin – Pecos, Reeves & Ward Counties

- Eastern Shelf – Coke, Dawson, Howard, Martin, Mitchell & Scurry Counties

South Texas – Gulf Coast Basin – DeWitt, Goliad, Lavaca, Live Oak & San Patricio Counties

Map of the United States highlighting Wyoming and Texas

Slide 7: Production / Reserves...

Proved Reserves – 104.7 Bcfe (1)

Net Production – 21.4 MMcfepd (2)

Pie chart = Wyoming 2%, South Texas 31%, West Texas 67%

3P Reserves – 303.6 Bcfe (1)

Pie chart = Wyoming 3%, South Texas 13%, West Texas 84%

(1)	as of 12/31/05
(2)	Q2 actual

Slide 8: Acreage / Projects...

Net Undeveloped Acres ~ 64,600 (1)

Pie chart = Wyoming 71%, South Texas 2%, West Texas 27%

237 3P Projects (2)

221 Incremental Projects (2)

Pie chart = Wyoming 19%, South Texas 8%, West Texas 73%

(1)	as of 12/31/05, includes mineral interest
(2)	as of 12/31/05

Slide 9: West Texas...

Map of Texas highlighting certain counties in West Texas

165 wells (74% WI) (1)

73.0 Bcfe (Proved) (1)

254.3 Bcfe (3P) (1)

14.1 MMcfepd (2)

17,600 NUA (3)

175 projects (3P) (1)

157 incremental projects (1)

Average depth: >14,000’

Project Areas:

IRA

Clearfork / Strawn Reef

Delaware

Atoka-Wolfcamp / Mississippian /

Devonian / Montoya / Ellenburger

Cherry Canyon

Cherry & Bell Canyon

Oates SW

	Wolfcamp / Woodford / Devonian
(1)	as of 12/31/05
(2)	Q2 actual
(3)	as of 12/31/05, includes mineral interest

Slide 10: Oates SW...

Map of Texas highlighting Pecos County in West Texas

38 sq. miles of 3-D seismic

~15,000 acres

Focus – Conventional Reservoir

DEVONIAN

4 wells producing – 1 awaiting completion

Q4 2006 – re-enter 2 wellbores & drill horizontally

Hudgins 34-2H: Devonian - <1.0 MMcfepd

La Escalera 1AH: Devonian - > 8.0 MMcfepd

Hudgins 37-1H: Devonian – on-line – awaiting fracture stimulation

Elsinore Cattle 56: Q4 2006 Devonian re-entry candidate - ~0.2 MMcfepd

Manzanita: Q4 2006 Devonian re-entry candidate

Secondary – Conventional / Resource Plays

WOLFCAMP & WOODFORD

Wolfcamp – 1 well producing – awaiting completion

Woodford – 1 well producing

Hudgins 11-1: Woodford – producing small amount of dry gas

La Escalera 5-1: Lower Wolfcamp – on-line – awaiting fracture stimulation

Lease map of Oates SW Field area with well locations, 3-D outline, current activity and wellbores available for re-entry depicted

Slide 11: Resource Play...

Map of Texas highlighting Culberson, Reeves, Pecos and Ward Counties in West Texas with well locations and acreage position depicted

Delaware Basin Shale Players:

(ABP), COP, CHK, CRZO, CWEI, DVN, ECA, EOG, FST, KWK, PPP, RRC, SWN, XTO, Reliance and Petro-Hunt

EOG (building pipeline after positive test)

BR (flowing gas)

Petro-Hunt (flowing gas)

ABP: Nine Mile Draw Field

2,350 net acres HBP

ABP: Oates SW Field

~15,000 acres

(gained valuable reservoir knowledge & producing small amount of dry gas)

ABP: ROC Complex

6,210 net acres HBP

Conventional Reservoirs

Slide 12: Resource Play Comparison...

Map of Texas highlighting Delaware Basin Shale & Ft. Worth Barnett Shale

Delaware Basin Shale Players:

(ABP), COP, CHK, CRZO, CWEI, DVN, ECA, EOG, FST, KWK, PPP, RRC, SWN, XTO, Reliance and Petro-Hunt

Barnett Shale Players:

BEXP, COP, CHK, CRZO, DNR, DVN, ECA, EOG, IFNY, KWK, PPPL, RRC, XTO

 

Sources:

¹ Natexis Bleichroeder Inc.

² CHK estimates

³ ABP estimates

⁴ Pickering Energy Partners

Slide 13: South Texas...

Map of Texas highlighting certain counties in South Texas

46 wells (93% WI) (1)

30.2 Bcfe (Proved) (1)

39.4 Bcfe (3P) (1)

7.0 MMcfepd (2)

1,200 NUA (1)

33 projects (3P) (1)

4 incremental projects (1)

Average depth: > 11,000’

Project Areas:

Edwards

Edwards / Wilcox

Wilcox – 2 wells planned for 2006 (1H-2007)

1^st well – 1.0 MMcfepd

2^nd well – leasing continues

Wilcox

Wilcox / Reklaw / Mackhank

Portilla

	Frio / Vicksburg
(1)	as of 12/31/05
(2)	Q2 actual

Slide 14: Wyoming...

Map of Wyoming highlighting certain counties in east central Wyoming

10 wells (100% WI) (1)

1.5 Bcfe (Proved) (1)

9.9 Bcfe (3P) (1)

0.4 MMcfepd (2)

45,800 NUA (1)

29 projects (3P) (1)

60 incremental projects (1)

Average depth: 9,000’

Project Area:

Brooks Draw

Teapot / Niobrara /

Turner / Mowry / Muddy

4 wells drilled in 2005 – 8 commingled zones – IP: 80-100 barrels of oil per day

1 addt’l zone to be commingled

4 addt’l zones to be completed

AEZ/BEXP Horizontal Mowry Shale Test ~15 miles to the SE of Brooks Draw

Reached TD & set casing – flow tests & artificial fracture procedures are planned

(1)	as of 12/31/05
(2)	Q2 actual

Slide 15: Increase Shareholder Value...

Line chart of ABP share price and NYMEX gas since January 2005

Continue to improve balance sheet

Maintain financial flexibility and liquidity

Prioritize large opportunity set of projects

Slide 16: ABP Undervalued...

...compared to NAV

Bar chart of NAV/share from $3 – Sky’s the Limit

?? Bcfe – incremental (highest risk)

172 Bcfe (1) – possible (higher risk)

^{significant un-booked potential}

27 Bcfe (1) – probable (low-risk)

105 Bcfe (1) – proved

(1)	as of 12/31/05
(2)	PV10 ranges from 12.5% discount to 12.5% increase to 12/31/05 SEC PV10

Slide 17: 2006 Guidance...

Production

Annual (Bcfe)		7.5 – 8.5
Exit Rate (MMcfe/d)	22 - 24

Price Differentials off NYMEX

	Gas (%/Mcf)		15%
	Oil ($/Bbl)			2.00
Production Taxes (% of Revenue)			10%
Direct Lease Operating Expenses ($/Mcfe)				1.10
G&A ($/Mcfe)				0.55
Interest ($/Mcfe)				2.00
D/D/A ($/Mcfe)				1.80
Capital Expenditures		($MM)		40.0*

* or 1x cash flow, whichever is lower

Guidance does not include non-cash and extraordinary items

Hedge position: 10,000 MMbtu per day through March 2007 with $5.00-$6.00 floor

Slide 18: Summary...

Niche exploitation and production company

High quality assets with substantial upside

Goals:

• Increase Shareholder Value

• Drill Bit Growth

Slide 19:	www.abraxaspetroleum.com
Picture:	Hudgins Ranch, Delaware Basin, West Texas

P:\BARBARA\INVESTOR RELATIONS\Presentations\2006\8K_ IPAA SF 2006 Oct.doc

EX-99

ABRAXAS PETROLEUM CORPORATION

www.abraxaspetroleum.com

Exhibit 99.2

NEWS RELEASE

Abraxas to Present at IPAA Oil & Gas Investment Symposium in San Francisco

SAN ANTONIO (October 3, 2006) – Abraxas Petroleum Corporation (AMEX:ABP) is scheduled to present at the Independent Petroleum Association of America’s (“IPAA”) Oil & Gas Investment Symposium West to be held October 3-5, 2006 at The Palace Hotel in San Francisco, California.

The presentation is scheduled to begin at 4:45 p.m. Pacific Time (7:45 p.m. ET) on Tuesday, October 3, 2006. The live audio webcast with the corresponding PowerPoint presentation will be available at, http://www.investorcalendar.com/CEPage.asp?ID=108787 or on the Company’s web site, http://www.abraxaspetroleum.com, under Investor Relations. The webcast including the slide presentation will be archived on the Company’s web site for 60 days.

Abraxas Petroleum Corporation is a San Antonio-based crude oil and natural gas exploitation and production company with operations in Texas and Wyoming.

Safe Harbor for forward-looking statements: Statements in this release looking forward in time involve known and unknown risks and uncertainties, which may cause Abraxas’ 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 Abraxas for natural gas and crude oil. In addition, Abraxas’ future natural gas and crude oil production is highly dependent upon Abraxas’ level of success in acquiring or finding additional reserves. Further, Abraxas operates in an industry sector where the value of securities is highly volatile and may be influenced by economic and other factors beyond Abraxas’ control. In the context of forward-looking information provided for in this release, reference is made to the discussion of risk factors detailed in Abraxas’ filings with the Securities and Exchange Commission during the past 12 months.

FOR MORE INFORMATION CONTACT:

Barbara M. Stuckey/ Director of Corporate Development

Direct Telephone 210.757.9835

Main Telephone 210.490.4788

bstuckey@abraxaspetroleum.com

www.abraxaspetroleum.com

500 N. Loop 1604 East, Suite 100, San Antonio, Texas 78232

Office: 210.490.4788 Exec/Acctg Fax: 210.490.8816