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 10. 2008

Date of Report (Date of earliest event reported)

ABRAXAS PETROLEUM CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	001-16701	74-2584033
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

18803 Meisner Drive

San Antonio, Texas 78258

(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 Rodman & Renshaw Global Investment Conference on November 10, 2008. Attached as Exhibit 99.1 are materials that Mr. Watson will present at the conference.

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

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: November 10, 2008

EX-99.2

ABRAXAS PETROLEUM CORPORATION

www.abraxaspetroleum.com

NEWS RELEASE

Abraxas Schedules Third Quarter 2008 Financial and

Operating Results Conference Call and Provides

Rodman & Renshaw Annual Global Investment Conference

Presentation Details

SAN ANTONIO (November 3, 2008) - Abraxas Petroleum Corporation (NASDAQ:AXAS) will announce their third quarter 2008 financial and operating results on Monday, November 10, 2008, before the U.S. financial markets open.  The corresponding conference call is scheduled for Wednesday, November 12, 2008 at 3:00 p.m. CT.  Robert L.G. Watson, President and CEO of Abraxas, will lead the call with a question and answer session to follow.

Please dial the toll-free number listed below ten minutes before the scheduled start time to participate in the call:

1.888.679.8018

Passcode: 63089596

The conference call will also be webcast live on the Internet and can be accessed directly on the Company’s website at www.abraxaspetroleum.com under Investor Relations.  In addition to the audio webcast replay, a podcast and transcript of the conference call will be posted on the Investor Relations section of the Company’s website approximately 24 hours after the conclusion of the call, and will be accessible for at least 60 days.

Rodman & Renshaw Presentation Details

Abraxas is scheduled to present at the Rodman & Renshaw Annual Global Investment Conference in New York on Monday, November 10, 2008 at 4:05 p.m. ET (3:05 p.m. CT).  The live audio webcast with the corresponding presentation will be available at http://www.wsw.com/webcast/rrshq14/axas or on the Company’s web site, http://www.abraxaspetroleum.com, in the Investor Relations section under Webcasts / Presentations.  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 exploration and production company with operations principally in Texas and Wyoming.  Abraxas Petroleum Corporation also owns a 47% interest in an upstream master limited partnership, Abraxas Energy Partners, L.P., which entitles Abraxas Petroleum Corporation to receive its proportionate share of cash distributions made by Abraxas Energy Partners, L.P.

FOR MORE INFORMATION CONTACT:

Barbara M. Stuckey/Vice President - Corporate Development

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

EX-99.1

November 10, 2008

2

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.

3

Company Overview

Abraxas Petroleum Corporation

•NASDAQ: AXAS

•Market capitalization ~ $90 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

4

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)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)%

Annualized cash flow (4) (mm)

$ 14.22

$ 20.38

43.3%

Annualized 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

8

Project Inventory Matrix

> 10 year inventory of projects on existing leasehold

9

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

10

Recent Drilling Activity

Abraxas Petroleum (AXAS)

Abraxas Energy(AXLP)

11

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

ШCompleting 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

12

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)

$ 10

$ 10

Total Value:

$ 217 - $ 278

$ 248

Less: Debt

$ 0

$ 0

Total AXAS Equity Value:

$ 217 - $ 278

$ 248

Shares Outstanding (MM)

49.0

Value Per Share

$ 4.43 - $ 5.67

$ 5.06

(1)Cash, GWE common stock

workover rigs, vehicles, and

surface acreage / yards

13

Peer Group Valuation

AXAS

Current Market
Value per share of
AXAS

Peer Group Market
Value per share of
AXAS

AXAS Market Price per share

$ 1.75

$ 3.44

AXLP Market Value per share of AXAS (1)

$ (1.81)

$ (1.81)

Residual Market Value per share of AXAS

$ (0.06)

$ 1.63

Residual Enterprise Value of AXAS

$ (3.2) mm

$ 80.3 mm

Residual Enterprise Value / Boe (2)

$ (0.51)

$ 12.95

Peer Group Average (3)

$ 12.95

% AXAS Undervalued

104%

(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 !

14

Peer Group Performance

EPEX

CPE

AXAS

15

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

16

Summary

Small-cap exploration and production company

•EXPLOSIVE PRODUCTION GROWTH

•EXCEPTIONAL BALANCE SHEET

•TRADING UNDER NET ASSET VALUE

Undervalued compared to our peer group !

17

NASDAQ: AXAS