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

July 12, 2011

Date of Report (Date of earliest event reported)

ABRAXAS PETROLEUM CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	1-16071	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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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 meeting with institutional investors in Boston, Philadelphia and Baltimore on July 12–14, 2011. 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.

(d)           Exhibits.

99.1 Slide Presentation

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: July 12, 2011

EX-99.1

July 12-14, 2011

Exhibit 99.1

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

AXAS Highlights

§NASDAQ: AXAS

§Shares outstanding: ~91.7 million

§~40% institutional

§~10% insider

§Average trading volume: ~2.0 million shares per day

§Market capitalization: ~$400 million

§Total long-term revolving bank debt:~$90 million

§High quality assets

§Unparalleled upside opportunities

§Significant hedge position

§Expanded 2011 CapEx: $60 million

§Equity offering (Feb-11): 23.6 million shares at $4.40

§(15.1 million primary and 8.5 million secondary)

4

AXAS Assets

§50,000+ net acres in unconventional oil plays

§Large inventory of unconventional and conventional drilling locations

§Undeveloped leasehold has been largely de-risked by industry and offset operator activity

§Undeveloped leasehold is primarily held by production

§Substantial base of MLP-like producing properties

§2011 expanded budget of $60 million is 100% oil or liquids weighted

§Secondary component of equity offering eliminated overhang perception

§3.3 million shares(1) held by the MLP investors are freely tradable

(1)Excludes 5.2 MM shares held by Lehman and 2.4 MM shares subject to lock-ups that extend to January 2012

5

AXAS Hedges

	2011	2012	2013	AVE.
OIL - weighted average price	$76.61	$70.89	$80.79	$75.69
% OIL PDP(1)	77%	80%	67%
GAS - weighted average price	$6.52	$6.77	$6.84	$6.69
% GAS PDP(1)	82%	81%	66%

NYMEX-based fixed price swaps:

(1)As of December 31, 2010

6

Net Asset Value

(1)Includes identified and resource potential on Bakken, Niobrara, Eagle Ford, Pekisko and Texas oil plays. Excludes identified and resource reserves in Alberta Basin Bakken
and $50MM value of Eagle Ford joint venture drilling carry.The probable and possible reserve estimates do not necessarily represent reserves defined under SEC rules.

Net Asset Value per Share(1)

Proved Reserves Only

$ 2.46

Proved PLUS Probable Reserves

$ 13.82

Proved PLUS Probable PLUS
Possible Reserves

$ 28.54

7

ND

MT

WY

CO

UT

TX

OK

LA

Proved Reserves (MMBoe)(1):
26.6

- Proved Developed:49%

- Oil/NGL %:42%
- Operated:81%

Abraxas Petroleum Corporation

(1)Net proved reserves as of December 31, 2010, including
AXAS’ 50% share of Blue Eagle’s proved reserves

Bakken / Three Forks

Play

Barnett / Woodford

Shale Play

Wolfberry Trend

Rocky Mountain

Mid-Continent

Permian Basin

Gulf Coast

Eagle Ford Shale Play

High Quality Assets

Alberta

Niobrara Play

Alberta Basin

Bakken Play

Alberta

Wolfbone Play

8

Reserve / Production Summary

Proved Reserves(1) - 26.6 MMBoe

Production(2) - 3,670 Boepd

(1)Net proved reserves as of December 31, 2010, including AXAS’ 50% share of Blue Eagle’s proved reserves

(2)Daily net production for the quarter ended March 31, 2011, including AXAS’ 50% share of Blue Eagle’s production

Basin

21%

Rocky

32%

Onshore Gulf

Canada

1%

Canada

1%

9

AXAS Production

(1)Includes AXAS’ 50% share of Blue Eagle’s production

Base production

Divestitures

Weather disruptions

10

AXAS Reserves

(1)Includes AXAS’ 50% share of Blue Eagle’s proved reserves

11

2011 Capital Budget

§Large inventory of drilling locations in unconventional and conventional oil plays

§1H:11 oil weighted drilling program focused on low-risk / high-return Texas conventional
oil projects

§2H:11 accelerate operated drilling activity in the Bakken and Three Forks plays

§Approximately 70% of undeveloped acreage is held by production

(1)Unrisked locations based on eight wells (four Bakken and four Three Forks) per 1,280 acre units; 160 acre spacing assumptions in the Eagle Ford Shale; 3-D identified locations in
the Niobrara Shale play

(2)Eagle Ford Shale acreage and locations are gross to the Blue Eagle JV which Abraxas currently owns a 50% equity interest

Project Area	Net Acres	Net Unrisked Locations(1)	2011 Drilling Program		2011 Net Capital ($MM)
			Gross	Net
Bakken / Three Forks	20,835	130	15.0	3.0	$25.5
Eagle Ford Shale(2)	12,073	75	4.0	4.0	$0.0
Niobrara Shale	17,800	56	2.0	2.0	$8.0
Pekisko Fairway	9,120	10	2.0	2.0	$4.0
Alberta Bakken	10,000	-	-	-	-
Texas Oil Plays	8,700	65	20.0	20.0	$16.1
Other	n/a	n/a	4.0	4.0	$6.4
Total:	78,528	336	47.0	35.0	$60.0

12

Bakken / Three Forks

Nesson

2,270 net acres

Elm Coulee

440 net acres

Elkhorn Ranch / Lewis & Clark

2,035 net acres

Harding / Rough Rider

7,010 net acres

Carter

3,200 net acres

Sheridan

2,340 net acres

1

North Fork / Nesson

3,540 net acres

§Gross / Net Acres:

§109,658 / 20,835

§~100% held by production

§Drilling Inventory:

§1,280 acre units

§~685 gross / 130 net

§4 Bakken / 4 Three Forks wells

§Recent Activity:

§1st operated Three Forks well

(Ravin 26-35 1H; 60% WI) -

1,705 boe/d unrestricted rate

§1st operated Middle Bakken well
(Stenehjem 27-34 1H; 79% WI) -
flowing back

§19 gross / 1.02 net non-operated
wells

§2011 Planned Activity:

§$25.5 MM budget

§5.0 gross / 2.5 net operated wells

§10.0 gross / 0.5 net non-operated
wells

§Long-term arrangements:

§Drilling rig (purchased)

§Completion services

Ravin 26-35 1H - TFS

1,705 boe/d

Stenehjem 27-34 1H

Bakken - flowing back

13

AXAS operated wells

Three ForksBakken

AXAS non-operated wellslocationlocation

Bakken / Three Forks

§North Fork/Nesson:

§3,540 net acres

§1,280 acre units: 8 B/TF wells

§64 gross (19.7 net)

§Drilled: 4 gross (1.5 net)

§Locations: 60 gross (18.2 net)

§Economics:

§D&C Cost: $8.5 MM

§EUR: 500 MBoe

§390 MBbl oil

§425 MMcf sales gas

§45 MBbl NGL

§IRR: 36% (no acreage)

§Ravin 26-35 1H:

§Cumulative production (120 days):

§51,000 Boe

§38,100 Bbl oil

§41.1 MMcf sales gas

§6,200 Bbl NGL

2-4 Bakken

2-4 Three Forks

North Fork / Nesson

3,540 net acres

79% WI

59% WI

2% WI

15% WI

6% WI

48% WI

7% WI

30% WI

Koeser (B)

Stenehjem (B)

Ravin (TF)

Johnson (B)

14

Drilling Inventory:

Nordheim Area -

§3,600 net acres

§160 acre spacing

§23 net wells

T Bird 1H:

§JV - 100% WI

§Op: AXAS

§TMD - 19,450’

§5,700’ lateral

§15-stage frac

§75 days (spud to on-line)

§1st 45 day avg:

1,500 Boepd

§Current:

44% WI

AXAS owns a 50% equity interest in the Blue Eagle joint venture

oil window

gas window

DeWitt
County

Nordheim Prospect

DeWitt County, TX

South Texas - Eagle Ford Shale

15

Eagle Ford Shale

oil window

gas window

§Economics:

§EUR: 1,100 MBoe

§200 MBbl condensate

§3,500 MMcf sales gas

§315 MBbl NGL

§IRR: 84% (D&C Cost: $8.5 MM)

§T Bird 1H:

§Cumulative production (150
days):

§200,000 Boe

§37,500 Bbl condensate

§579.6 MMcf sales gas

§62,400 Bbl NGL

AXAS owns a 50% equity interest in the Blue Eagle joint venture

T Bird 1H

DeWitt
County

16

West Texas - Spires Ranch

§Economics:

§D&C Cost: $1.6 MM

§EUR: 160 MBoe

§80 MBbl oil

§200 MMcf sales gas

§45 MBbl NGL

§IRR: 160%

§Spires 126 1H:

§Cumulative production (90 days):

§10,000 Boe

§4,800 Bbl oil

§13.3 MMcf sales gas

§3,000 Bbl NGL

§Current Activity:

§2 wells - 1st @ TD (~9,000’ TMD)

5,600 net acres

AXAS owns 100% working interest in Spires Ranch leasehold

Nolan
County

17

Near-Term Drilling Catalysts

AXAS OPERATED:

OUTSIDE OPERATED:

Bakken/Three Forks, North Dakota •Stenehjem: frac - flowing back •AXAS 79% •Horizontal drilling program •Purchased drilling rig •Spud 1st well: Fall 2011 Spires Ranch / NE Millican, West Texas •2 horizontal oil wells - 1st well: TD •2 vertical oil wells - 1st well: drilling •AXAS 100% Eagle Ford, South Texas •Matejek 1H - completed (w/o pipeline) •JV 44%(1) •Grass Farms 1H - drilling •JV 100%(1) Portilla, South Texas •7 Frio wells - on-line (300 Boepd) •AXAS 100% Pekisko, Alberta, Canada •2 horizontal oil wells - 1st well: drilling •CANAXAS 100% Niobrara / Turner, Wyoming •2 horizontal oil wells - Fall 2011 •AXAS 100%

Bakken/Three Forks, North Dakota / Montana •Continental operated •5 wells: 4 on-production (2-TF, 2-B), 1 w/o rig •AXAS 4% •Denbury operated •2 wells: flowing back •AXAS 2-6% •TAQA operated •1 well: w/o completion •AXAS 36% •Brigham operated •3 wells: 1 flowing back, 1 w/o completion •AXAS 2-7% •Whiting operated •1 well: w/o completion •AXAS 13% •Petro-Hunt operated •1 well: w/o drilling rig •AXAS <1% •XTO Energy operated •1 well: w/o drilling rig •AXAS 1% Mission Canyon, North Dakota •True operated •2 horizontal wells: w/o production facilities •AXAS 3-8%

(1) AXAS owns a 50% equity interest in the Blue Eagle joint venture

18

Business Plan

§Expanded 2011 CapEx: $60 MM

§oil development

§Bakken/TFS - Accelerate with purchase of drilling rig

§Eagle Ford - Acceleration with JV

§Completed divestiture program: ~$32 MM

§non-core, predominately non-operated

§pay down debt & accelerate CapEx

§Target 50/50 oil/gas production mix

§Target greater than 90% operated

§NOL preservation

§Increase investor interest

§recent equity offering (150+ accounts)

§Increase analyst coverage

§9 equity analyst

19

Appendix

20

(1)Eagle Ford Shale acreage and locations are net to AXAS’ 50% equity interest in the Blue Eagle JV

(2)Possible Bakken/Three Forks locations are based on three additional Bakken and four additional Three Forks wells per 1,280 acre unit

Note:The probable and possible reserve estimates do not necessarily represent reserves defined under SEC rules

NAV - Undiscounted

2010 PV-10 at Current Pricing
($100/$4.50)

$313,084,390

Net Cash

$2,000,000

Less Outstanding Debt

($90,000,000)

Basin

Net Undeveloped
Acres

Well Spacing /
Acre

Net Locations

Per Well Reserves
(BOE)

Reserve Potential
(BOE)

Bakken / Three Forks

20,835

1280

16.3

500,000

8,138,672

Eagle Ford Shale(1)

6,037

160

37.7

500,000

18,864,094

Pekisko Fairway

9,120

10.0

150,000

1,500,000

Texas Oil Plays

8,700

65.0

57,423

3,732,500

Probable Reserve Value @$30 Netback

$1,387,057,969

Probable Reserve Value/Share (Unrisked)

$15.15

2P NAV/Share (Risked)

$13.82

Possible

Net Undeveloped
Acres

Well Spacing /
Acre

Per Well Reserves
(BOE)

Reserve Potential
(BOE)

Eagle Ford Shale(1)

6,037

80

37.7

500,000

18,864,094

Possible Reserve Value @$30 Netback

$2,695,043,906

3P NAV/Share (Risked)

$28.54

21

(1)Eagle Ford Shale acreage and locations are net to AXAS’ 50% equity interest in the Blue Eagle JV

(2)Possible Bakken/Three Forks locations are based on three additional Bakken and four additional Three Forks wells per 1,280 acre unit

Note:The probable and possible reserve estimates do not necessarily represent reserves defined under SEC rules

NAV - PV Equivalent

2010 PV-10 at Current Pricing
($100/$4.50)

$313,084,390

Net Cash

$2,000,000

Less Outstanding Debt

($90,000,000)

Basin

Net Undeveloped
Acres

Well Spacing /
Acre

Net Locations

Per Well Reserves
(BOE)

Reserve Potential
(BOE)

Bakken / Three Forks

20,835

1280

16.3

500,000

8,138,672

Eagle Ford Shale(1)

6,037

160

37.7

500,000

18,864,094

Pekisko Fairway

9,120

10.0

150,000

1,500,000

Texas Oil Plays

8,700

65.0

57,423

3,732,500

Probable Reserve Value @$15 Netback

$693,528,984

Probable Reserve Value/Share (Unrisked)

$7.57

2P NAV/Share (Risked)

$8.14

Possible

Net Undeveloped
Acres

Well Spacing /
Acre

Per Well Reserves
(BOE)

Reserve Potential
(BOE)

Eagle Ford Shale(1)

6,037

80

37.7

500,000

18,864,094

Possible Reserve Value @$10 Netback

$898,347,969

3P NAV/Share (Risked)

$13.04

22

Eagle Ford Shale

§Acreage:

§12,073 net

§Atascosa, DeWitt, Lavaca and McMullen
Counties, TX

§Drilling Inventory:

§75 net JV locations

§160 acre spacing

§Economics:

§D&C Cost: $8.5 MM

§EUR: 500 MBoe(1)

§Blue Eagle Joint Venture:

§AXAS operator

§AXAS contributed 8,333 net acres

§50% equity interest

§Rock Oil contributed $25 MM at closing

§Rock Oil committed additional $50 MM

§Upon full funding, AXAS equity interest - 25%

§Recent Activity:

§1st well: T Bird 1H - On-line

§1st 45 day avg: 1,500 Boe/d

§2nd well: Matejek Gas Unit 1 - completed

§3rd well: Grass Farms 1H - drilling

§2011 Planned Activity(1):

§$34 MM to drill 4.0 wells

§Funded 100% by Rock Oil

Lavaca County

Atascosa County IP Rates:

EOG: Peeler 2H:605 bo/d

EOG: Peeler 10H: 342 bo/d

EOG: Hundley 2H: 493 bo/d

DeWitt County IP Rates:

Enduring: Keach GU 1: 3,633 boe/d

TLM: Halepeska Gas Unit 1: 2,665 boe/d

PXD: Charles Riedesel GU 1: 2,616 boe/d

HK: Oliver B 1H: 1,968 boe/d

HK: Krause 1H: 1,667 boe/d

HK: Lanik 1H: 1,404 boe/d

AXAS: T-Bird 1H: 1,500 boe/d (45 days)

oil window

gas window

gas/condensate

window

(1) 1st JV Eagle Ford well - 1,100 MBoe of proved reserves

McMullen County

23

Low Risk Oil Development

West Texas - Spires Ranch

§Gross / Net Acres: 5,600 (100% WI)

§County: Nolan

§Formation: Strawn

§Locations: 10

§D&C: $1.6 MM / EUR: 160 MBoe

§2011 Capex / Activity:

§$4.8 MM to drill 3.0 wells

West Texas - Shallow Howe

§Gross / Net Acres: 2,000 (100% WI)

§County: Ward

§Formation: Yates

§Locations: 40

§D&C: $400K / EUR: 40 MBoe

§2011 Capex / Activity:

§$1.6 MM to drill 4.0 wells

South Texas - Portilla

§Gross / Net Acres: 1,100 (100% WI)

§County:San Patricio

§Formation: Frio 7,400 and 8,100 sands

§Locations: 15

§D&C: $700K - $900K / EUR: 47 - 88 MBoe

§2011 Capex / Activity:

§$9.7 MM to drill 13.0 infill wells

Portilla -

San Patricio County

Spires Ranch -

Nolan County

Shallow Howe -

Ward County

ROR%:

Spires Ranch: 160%

Shallow Howe:>1,000%

Portilla: 646%

24

Canada Oil Development - Pekisko

§Gross / Net Acres:

§9,120 (100% WI)

§Drilling Inventory:

§10 gross / net locations

§Economics:

§D&C Cost: $2.0 MM

§EUR: 150 MBoe

§Recent Activity:

§Drilled two horizontal wells to earn
leasehold position

§1 on-line:

§1st 18 day avg: 108 Boepd
(73% oil)

§1 shut-in pending re-completion

§2011 Planned Activity:

§$4.0 MM to drill 2.0 gross / net
horizontal wells

§1st well - drilling

§Other:

§Horizontal development of
conventional field

§5,400’ vertical depth / 4,000’
lateral length

Tomahawk

Twining

Pekisko Trend

Alberta, Canada

25

Campbell

Converse

Niobrara

Weston

Niobrara Shale

Converse / Niobrara Counties, Wyoming

CHK / EOG:

Niobrara Permit
activity

§Gross / Net Acres:

§20,720 / 17,800

§Primarily in Converse and
Niobrara Counties

§~90% held by production

§~2,100 net acres in Campbell
County directly offsetting EOG
producing well

§Drilling Inventory:

§90 gross / 56 net locations

§3-D identified

§Economics:

§D&C Cost: $4.0 MM

§EUR: 250 MBoe

§Recent Activity:

§12 wells drilled to date
(7 horizontal / 5 vertical)

§1 vertical Niobrara

§2011 Planned Activity:

§$8.0 MM to drill 2.0 gross/net wells

§Spud - Fall 2011

§Other:

§23 sq. miles proprietary 3D
seismic data

§Full-diameter core data

EOG Crossbow Area:

3-19H: (Cum Oil 34 MBbl / Gas 145 MMcf)

2-18H: (Cum Oil 57 MBbl / Gas 428 MMcf)

8 successful horizontal wells

1-rig program

SWN / Samson / Helis:

10 Hrz. Permits;
1 completion

AXAS Activity:

Sage Grouse 3H:

(Cum Oil 25 MBbl / 50 MBbl EUR)

CHK:

Sims 15-26H:

(Cum Oil 19 MBbl / Gas 634 MMcf)

26

Southern Alberta Basin - Bakken

§Gross / Net Acres:

§>10,000 net acres

§800 net mineral acres

§Glacier and Toole Counties, Montana

§Leases have 5-10 year primary terms

§2011 Planned Activity:

§Continue to add to leasehold position in
geologically specific areas

§Monitor industry drilling activity

AXAS Leasing Area

Blackfoot Nation Territory

Newfield Wells

Rosetta & Others Wells

Toole

Glacier

Glacier / Toole Counties, Montana

27

Rocky Mountain

Ø8.4 MMBoe of proved reserves

Ø53% proved developed

Ø86% crude oil / NGL

Ø948 Boepd of production

Ø20.8 R/P ratio

Ø896 gross (104 net) producing wells

Ø72 PUD locations

Ø81,990 net acres

ØPrimary producing basins include:

§Williston Basin (MT and ND)

§Powder River & Green River Basins (WY)

§Uinta Basin (UT)

ØBakken / Three Forks - HBP

Rocky Mountain

ND

SD

MT

WY

CO

UT

Area of Operations

Overview

Net proved reserves, well count and acreage as of December 31, 2010

Daily net production for the quarter ended March 31, 2011

Alberta Basin

Bakken Play

Bakken / Three Forks

Play

Niobrara Play

28

Permian Basin

Permian Basin

Ø5.6 MMBoe of proved reserves

Ø79% proved developed

Ø31% crude oil / NGL

Ø1,168 Boepd of production

Ø12.3 R/P ratio

Ø210 gross (156 net) producing wells

Ø5 PUD locations

Ø38,951 net acres

ØPrimary producing sub-basins:

§Delaware Basin

§Eastern Shelf

TX

Area of Operations

Overview

Barnett / Woodford

Shale Play

Wolfberry Trend

Net proved reserves, well count and acreage as of December 31, 2010

Daily net production for the quarter ended March 31, 2011

Wolfbone Play

29

Gulf Coast

Gulf Coast

Ø10.9 MMBoe of proved reserves

Ø30% proved developed

Ø17% crude oil / NGL

Ø1,328 Boepd of production

Ø32.0 R/P ratio

Ø53 gross (47 net) producing wells

Ø23 PUD locations

Ø7,776 net acres

ØPrimary producing sub-basin:

§Onshore Gulf Coast

TX

Area of Operations

Overview

Eagle Ford

Shale Play

Net proved reserves, well count and acreage as of December 31, 2010

Net proved reserves, R/P ratio, PUD locations and daily net production include AXAS’ share of Blue Eagle

Daily net production for the quarter ended March 31, 2011

30

NASDAQ: AXAS