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 6. 2008

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 Investment Symposium in San Francisco CA on October 6, 2008. Attached as Exhibit 99.1 are materials that Mr. Watson will present at the IPAA Symposium.

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

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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 6, 2008

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EX-99.1

Exhibit 99.1

October 6, 2008

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Forward-Looking Statements

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.

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Company Overview

Abraxas Petroleum Corporation

•NASDAQ: AXAS

•Market capitalization ~ $150 million

•$0 debt *

•Options: CBOE and PCX

•Russell 2000® Index

•Fully diluted shares outstanding ~ 50 million

•Ownership ~ 18% insider

~ 39% institutional

•Average trading volume~ 400,000 shares per day

•General partner and 47% owner of Abraxas Energy Partners, L.P.

*Excluding mortgage on office building

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The Market Doesn’t Understand...

We trade like we are…

•OVER-LEVERED - - in fact, we’re debt-free* for the first time in 30 years

•NOT PROFITABLE - in fact, we’ve been profitable for the past 5 years

•NOT GROWING RESERVES - in fact, we’re up 8% in 2007 w/ reserve replacement of 219%

•NOT INCREASING PRODUCTION - in fact, Q2 was 49% higher than Q1

•NO PIZZAZZ - in fact, we have pizzazz - pay attention to the new AXAS …

* Excluding mortgage on office building

5

Compelling Story

1)Explosive Production Growth

2) Clean Balance Sheet

3) Trading Under NAV

6

Operating / Financial Results

(1)Based on 7 months of actual (June-December 2007) after formation of AXLP

(2)Excludes severance & ad valorem taxes of approximately 8% of oil and gas revenue

(3)Excludes extraordinary items

(4)Annualized- excludes extraordinary items and includes cash distributions from AXLP

GAAP requires
consolidated financials =
confused investors

AXAS (Stand-Alone)

7 Months
2007 (1)

Six Months
2008

% Change

Daily production (Boepd)

583

635

8.9%

% Oil

31.1%

39.5%

27.0%

LOE (2) / Boe

$ 8.35

$ 9.75

16.8%

G&A (3) / Boe

$ 13.45

$ 14.78

9.9%

D/D/A / Boe

$ 10.75

$ 13.12

22.1%

Net realized oil price

$ 74.54

$ 106.61

43.0%

Oil differential to NYMEX

($ 6.16)

($ 4.49)

(27.1%)

Net realized gas price

$ 5.70

$ 9.11

60.0%

Gas differential to NYMEX

($ 1.00)

($ 0.90)

(10.0%)

Cash flow (4) (mm)

$ 14.22

$ 20.38

43.3%

Earnings (4) (mm)

$ 10.45

$ 15.83

51.4%

7

High Quality Assets

ND

SD

MT

WY

CO

UT

TX

NE

OK

AR

LA

Proved Reserves (MMBOE): 6.2

- Proved Developed:34%

- Natural Gas:63%

- Operated:97%

Abraxas Petroleum Corporation

Proved Reserves (MMBOE): 21.7

- Proved Developed:67%

- Natural Gas:70%

- Operated:70%

Abraxas Energy Partners, L.P.

Abraxas Petroleum (AXAS)

Abraxas Energy (AXLP)

AXLP & AXAS

Proved Reserves (MMBOE): 27.9

- Proved Developed:59%

- Natural Gas:69%

- Operated:77%

CONSOLIDATED

Net pro forma proved reserves as of December 31, 2007

AXAS owns 47% of AXLP

Bakken

Shale Play

Haynesville

Shale Play

Central Anadarko

Woodford Shale Play

Barnett / Woodford

Shale Play

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Project Inventory Matrix

> 10 year inventory of projects on existing leasehold

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Capital Budget 2008

AXAS:

$ 5.6 million

AXLP:

$ 126.0 million

$ 131.6 million

AXAS:

$ 35.0 million

AXLP:

$ 20.0 million

$ 55.0 million

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Recent Drilling Activity

Abraxas Petroleum (AXAS)

Abraxas Energy(AXLP)

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Oil Resource Play

AXAS: Brooks Draw

46,500 gross (41,000 net) acres

10 producing wells

(5 horizontal / 5 vertical)

5 producing formations

(light gravity sweet crude)

ШApply Bakken horizontal
completion techniques in:

• Turner Sandstone

• Mowry Shale

ШReceived 4 drilling permits

ШDrilling 1st well (Lakeside 1H)

23 sq. miles proprietary 3-D seismic survey

AEZ/BEXP: Krejci
Horizontal Mowry Shale

~ 15 to the SE of Brooks Draw

Converse & Niobrara Counties, Wyoming

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AXAS Valuation

AXAS Assets

Multiple Range

Valuation Range
($MM)

Valuation
Midpoint ($MM)

In-Ground Value

Proved Reserves (MMBOE):

6.2

$ 15 - $ 21

$ 93 - $ 130

$ 112

Net Acres (inc. seismic):

Value Per Acre

- Mowry Shale / Turner

- Woodford Shale

- Other

41,000

15,000

2,500

$ 300 - $ 700

$ 800 - $ 1,200

$ 400 - $ 700

$ 12 - $ 29

$ 12 - $ 18

$ 1 - $ 2

$ 21

$ 15

$ 1

Value Per Unit

Abraxas MLP units (MM)

5.36

$ 16.66

$ 89

$ 89

Cash and other assets (1)

$ 15

$ 15

Total Value:

$ 222 - $ 283

$ 253

Less: Debt

$ 0

$ 0

Total AXAS Equity Value:

$ 222 - $ 283

$ 253

Shares Outstanding (MM)

49.0

Value Per Share

$ 4.53 - $ 5.78

$ 5.16

(1)Cash, GWE common stock

workover rigs, vehicles, and

surface acreage / yards

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Peer Group Valuation

AXAS

Current Market
Value per share of
AXAS

Peer Group Market
Value per share of
AXAS

AXAS Market Price per share

$ 3.00

$ 4.51

AXLP Market Value per share of AXAS (1)

($ 1.81)

($ 1.81)

Residual Market Value per share of AXAS

$ 1.19

$ 2.70

Residual Enterprise Value of AXAS

$ 58.3 mm

$ 132.8 mm

Residual Enterprise Value / Boe (2)

$ 9.40

$ 21.41

Peer Group Average (3)

$ 21.41

% AXAS Undervalued

56%

(1)Assumes $16.66 per unit - each $1.00 increase equals $0.11 per share of AXAS

(2)Net pro forma proved reserves as of December 31, 2007 of 6.2 MMBoe for AXAS stand-alone

(3)Peer group includes Brigham Exploration, Callon Petroleum, Clayton Williams, Double Eagle, Edge
Petroleum, Gasco Energy, GMX Resources, Goodrich Petroleum, Meridian Resources, NGAS Resources,
Parallel Petroleum, Petroquest Energy, TXCO Resources, and Warren Resources - data on peer group from
each Company’s 12/31/07 10-K and 06/30/08 10-Q filed with the SEC

Valuation confirmed through peer group analysis !

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Show the Market…

What are we going to do…

•INCREASE ACTIVITY - 2008 capital expenditure budget = $55 million

•SIGNIFICANT PRODUCTION GROWTH

•RESERVE CONVERSION

•INCREASE VISIBILITY - conferences, road shows, analyst coverage

… and the market will understand the new AXAS

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Summary

Small-cap exploration and production company

•EXPLOSIVE PRODUCTION GROWTH

•EXCEPTIONAL BALANCE SHEET

•TRADING UNDER NET ASSET VALUE

Undervalued compared to our peer group !

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NASDAQ: AXAS