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

May 13, 2013

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

Robert L.G. Watson, President and CEO of Abraxas, will be presenting at Abraxas Petroleum Corporation Annual Shareholders’ meeting in San Antonio, TX on Tuesday May 14, 2013.

 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

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/ Geoffrey R. King                                                                

Geoffrey R. King

Vice President, Chief Financial Officer

Dated: May 13, 2013

EX-99.1

Annual Shareholders Meeting May 2013 Exhibit 99.1

* 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. Forward-Looking Statements

* I. Abraxas Petroleum Overview

* Headquarters................. San Antonio Employees...................... 105 Shares outstanding(1)…… 93.3 mm Market cap(2) ……………... $211 mm Bank debt net of cash(1)… $119 mm PV-10(4)………………………… $312.1 mm Fully Diluted as of 3/31/13 As of 5/10/13 Net proved reserves as of December 31, 2012 adjusted for recent asset sales in TX, OK, ND and LA.. Uses 12/31/12 SEC Pricing of $95.14/bbl oil and $2.86/mcf gas Net proved reserves as of December 31, 2012 adjusted for recent asset sales in TX, LA, OK, ND and annualized daily net production for the quarter ended March 31, 2013 EV/BOE(1,2,3)…………………… $11.46 Proved Reserves(3).………… 29.8 mmboe % Oil/Liquids………… ~66% % Proved developed ~48% Production(1).………………… 4,216 boepd R/P Ratio(4)…………………… 19.4x 2013E CAPEX………………… $70mm NASDAQ: AXAS Corporate Profile

* Exposure to "core" acreage in U.S. oil resource plays Significant, low-cost exposure to other emerging NAM oil resource plays Premier Position Value + Growth Low decline legacy production provides solid foundation “Manufacturing” model in repeatable resource plays leads to visible growth Proven Operator Deep technical and geological / geophysical staff Company owned rig in Bakken + pad drilling = efficient, low cost operator Oil Weighted 66% crude oil and liquids weighted by reserves(1) Nearly 100% of 2013E capital directed towards growing production from oil resource plays On reserve basis as of 12/31/12 adjusted for recent asset sales in TX, OK, ND and LA. Experienced Leadership Senior management with 32 average years of industry experience Highly qualified directors with significant energy industry and board experience Abraxas Highlights

* Proved Reserves (mmboe)(1): 29.8 Proved Developed(1): 48% Liquids(1): 66% Abraxas Petroleum Corporation Alberta, Canada Williston: Bakken / Three Forks Powder River Basin: Niobrara, Turner Midland/Eastern Shelf: Emerging Cline, Wolfcamp Eagle Ford Shale CBP: Conventional Delaware Basin: Montoya/Devonian/Miss Gas, Shallow Oil, Emerging Hz. Oil Rocky Mountain Gulf Coast Permian Basin Canada Pekisko Eastern Shale Basin: Duvernay High Quality Assets Core NonCore WolfBone Uinta / Wind River / Green River Dry Gas Net proved reserves as of December 31, 2012 adjusted for recent asset sales in TX, OK, ND and LA.

* Proved Reserves(1) – 29.8 mmboe Production(2) – 4,216 boepd Net proved reserves as of December 31, 2012 adjusted for recent asset sales in TX, OK, ND and LA. Daily net production for the quarter ended March 31, 2013 Reserve Mix(1) Revenue By Production Stream Reserve / Production Summary High-quality, Long-Lived, Oil Weighted Assets

* Proved, Probable, Possible PV-10 based off December 31, 2012 reserves and SEC pricing of $95.13/bbl oil and $2.86/mcf gas. Net proved, probable and possible reserves adjusted for recent asset sales in TX, OK, ND and LA. Building, Rig & Other PP&E (workover rigs, misc equipment, etc) based off net book value as of March 31, 2013. Tax assessment of AXAS surface ownership in 162 acres Coke, TX; 613 acres Scurry, TX. Purchase price of AXAS 1,769 acres in San Patricio, TX; 12,178 acres Pecos, TX; 582 acres McKenzie, ND & Condos; 50 acres DeWitt, TX. Bank debt as of 3/31/13. WC Deficit as of 3/31/13 – excludes derivative assets and liabilities Base NAV

* II. Executing Our Plan

* Strategic Plan Excluding building mortgage and rig loan which are secured by the building and rig, respectively. EBITDA definition per bank loan agreement (excludes Rig EBITDA)

* 9/12 Strategic Plan - Successful Execution As of 12/31/2011 As of 3/31/13 Excluding building mortgage and rig loan which are secured by the building and rig, respectively. EBITDA definition per bank loan agreement (excludes Rig EBITDA) Proved reserves as of December 31, 2012 excluding recent asset sales in LA, OK, ND and TX.

* Budget Changes Company has narrowed drilling focus to two core oily areas: Bakken and Eagle Ford Company focus on Bakken and Eagle Ford oil consistent with industry activity and asset quality “Held-by-production” positions in Permian and Powder River Basin provide medium-to-longer term flexibility ($ in millions)

* Includes AXAS’ share of Blue Eagle’s production (50% in Q1 and Q2 2011, 41% in Q3 2011 and 35% in Q4 2011, Q1 2012 and Q2 2012) (Boepd) Oil/NGL % 34% 35% 36% 39% 43% 44% 48% 48% 52% 53% 53% 54% 58% Production Net to AXAS(1) 81% Liquids Growth Since 1Q10 Refocusing on Oil and Liquids

* Performance Peer Group consists of companies with under $1bn in mkt cap with five year performance histories: AREX, BBG, CPE, CRZO, CWEI, CRK, CXPO, DBLE, EOX, ENRJ, EPM, FST, GSXN, GST, GDP, MHR, NOG, PHX, PDCE, PVA, PQ, KWK, SFY, TPLM, USEG, WRES, ZAZA. Does not include companies that filed for bankruptcy or grew beyond $1 billion in market cap. Peer Group consists of companies with under $1bn in mkt cap with three year performance histories: AREX, BBG, CPE, CRZO, CWEI, CRK, CXPO, QBC, DBLE, EOX, ENRJ, EPM, FST, GSXN, GST, GDP, MHR, NOG, PHX, PDCE, PVA, PQ, KWK, RECV, SFY, SYRG, TPLM, USEG, WRES, ZAZA . Does not include companies that filed for bankruptcy or grew beyond $1 billion in market cap.

* Performance Peer Group consists of companies with under $1bn in mkt cap with performance histories YTD and since 9/12: ASEN, AREX, BBG, ANFC, CPE, CRZO, CWEI, CRK, CXPO, QBC, DBLE, EOX, ENRJ, EPM, FST, GSXN, GST, GDP, MHR, MPO, NOG, PHX, PDCE, PVA, PQ, PSTR, KWK, RECV, SN, SFY, SYRG, TPLM, USEG, WRES, ZAZA. Does not include companies that filed for bankruptcy or grew beyond $1 billion in market cap.

* III. Asset Base Overview

* Bakken / Three Forks Positioned in a Core Area (NorthFork) Operator Abraxas Burlington Continental Hess Kodiak Newfield Petro-Hunt QEP Slawson SM XTO Other SM Nelson 15-11H 20 Stages 24-hr IP rate: 994 bbl/d, 1,417 mcf/d XTO Lund 26-18SH 22 Stages 24-hr IP rate: 1,252 bbl/d, 2,300 mcf/d Abraxas Stenehjem 27-34-1H 17 Stages 24-hr IP rate: 862 bbl/d, 1,365 mcf/d Abraxas Jore Federal 2-11-3H 35 Stages 24-hr IP rate: 761 bbl/d, 1,759 mcf/d XTO Badlands Federal 21X-13 24 Stages 24-hr IP rate: 1,029 bbl/d, 1,458 mcf/d XTO Mariana Trust 12X-20H Recently Completed Results Pending Abraxas Ravin 26-35-1H 23 Stages 24-hr IP rate: 1,008 bbl/d, 1,342 mcf/d Burlington Morgan 21-28MBH-2NH 13 Stages 24-hr IP rate: 2,004 bbl/d, 3,328 mcf/d Burlington Kirkland 21-28MBH 12 Stages 24-hr IP rate: 2,325 bbl/d, 4,411 mcf/d ___________________________________ Source: HPDI. Horizontal wells drilled since 1/2010 XTO Lundin 11-4SH 16 Stages 24-hr IP rate: 878 bbl/d, 1,535 mcf/d

* Bakken / Three Forks Positioned in a Core Area (Harding) Operator Abraxas Brigham Continental Murex Petro-Hunt Whiting XTO Zavanna Zenergy Other Zenergy Cayko 22-27H 30 Stages 24-hr IP Rate: 923 bbl/d, 767 mcf/d Zenergy Helm 19-30HTF 30 Stages 24-hr IP Rate: 758 bbl/d, 766 mcf/d Zenergy Flynn 33-34TF H Recently Completed Results Pending Whiting Langwald 31-17-1H Recently Completed Results Pending Whiting Miller 34-8-1H Recently Completed Results Pending Brigham (Statoil) Sundheim 26-35 2H Recently Completed Results Pending Brigham (Statoil) Sundheim 26-35-1H Recently Completed Results Pending ___________________________________ Source: HPDI. Horizontal wells drilled since 1/2010

* Well Objective Lat. Length Stages 30-day IP (boepd) Well Cost ($mm) Status Ravin 26-35 1H Three Forks 10,000 23 391 $13.0 Producing Stenehjem 27-34 1H Middle Bakken 6,000 17 688 $11.5 Producing Jore Federal 2-11 3H Three Forks 10,000 35 510 $8.7 Producing Ravin 26-35 2H Middle Bakken 10,000 16 421 $10.5(1) Producing Ravin 26-35 3H Middle Bakken 10,000 26 627 $10.4(1) Producing Lillibridge 4H Three Forks 8,472 28 NA NA TD/Cased Lillibridge 3H Middle Bakken 10,000 28 NA NA TD/Cased Lillibridge 2H Three Forks 9,529 28 NA NA TD/Cased Lillibridge 1H Middle Bakken 10,000 28 NA NA Drilling lateral Focused on successful execution of long lateral horizontals: Reducing costs with pad operations Maintain flexibility & consistency with Company owned drill rig and in-house team Maintain lateral in the target zone to ensure effective depletion Plug and perf a large number of stages to maximize drainage Flow back prudently to avoid damaging the formation Feedback loop to constantly learn and improve The Lillibridge Completion in the North Fork Area Bakken / Three Forks Focused on Execution Does not deduct settlement with third party service provider

* Bakken / Three Forks Outperforming Type Curve (NorthFork) Single Well Economics Single Well Economics EUR (Mboe) ~462 Commodity Split 80% oil 8% NGLs 11% gas D&C Cost $8.5mm Type Curve Parameters Type Curve Parameters di (%) 99 b 1.5 dm (%) 7 GOR (scf/bbl) 1,150

* Eagle Ford Positioned in a Core Area (WyCross) Operator Abraxas Aurora Carrizo Chesapeake Comstock EOG Murphy Swift Talisman Other Carrizo J Rayes B Unit 11H 17 Stages 24-hr IP rate: 626 bbl/d, 624 mcf/d Carrizo J Rayes 21H 22 Stages 24-hr IP rate: 879 bbl/d, 276 mcf/d EOG San Miguel B Unit 4H 5,845 ft Lateral 24-hr IP rate: 1,213 bbl/d, 495 mcf/d EOG Four K Partners 2H 4,736 ft Lateral 24-hr IP rate: 973 bbl/d, 429 mcf/d Comstock Cutter Creek 1H 17 Stage Buda completion 24-hr IP rate: 575 bbl/d, 188 mcf/d Comstock Cutter Creek 2H 16 Stages 24-hr IP rate: 471 bbl/d, 422 mcf/d Comstock Cutter Creek A 1H 15 Stages 24-hr IP rate: 696 bbl/d, 413 mcf/d Abraxas Cobra B 1H 19 Stages 24-hr IP rate: 907 bbl/d, 308 mcf/d Abraxas Cobra 1H 18 Stages 24-hr IP rate: 1,050 bbl/d, 696 mcf/d Abraxas Mustang 1H 19 Stages 24-hr IP rate: 1,086 bbl/d, 689 mcf/d Chesapeake Peeler MCM E 3H 6,238 ft Lateral 24-hr IP rate: 857 bbl/d, 164 mcf/d Chesapeake Peeler MCM D 4H 6,217 ft Lateral 24-hr IP rate: 694 bbl/d, 924 mcf/d ___________________________________ Source: HPDI. Horizontal wells drilled since 1/2010

* Eagle Ford Outperforming Type Curve (WyCross) Well Objective Lat. Length Stages 30-day IP (boepd) Well Cost ($mm) Status Cobra 1H Eagle Ford 5,000 18 957 $10.1 Producing Cobra B 1H Eagle Ford 5,000 19 592 $6.6 Producing Mustang 1H Eagle Ford 5,000 19 1,152 $8.3 Producing Corvette C 1H Eagle Ford 5,000 20 867 $6.1 Producing Gran Torino A 1H Eagle Ford 5,000 21 790 $7.0 Producing Mustang 3H Eagle Ford 5,000 18 1,184 $6.2 Producing Mustang 2H Eagle Ford 5,000 19 NA $6.3 Producing Sting Ray A 1H Eagle Ford 7,500 28 NA NA Waiting on Completion Corvette A 1H Eagle Ford 5,000 19 NA NA Drilling Drilled & Completed Scheduled Locations Incremental Locations Upcoming 40 Acre Pilot

* Eagle Ford Outperforming Type Curve Single Well Economics Single Well Economics EUR (Mboe) ~575 Commodity Split 70% oil 11% NGLs 20% gas D&C Cost $7.0mm Type Curve Parameters Type Curve Parameters di (%) 99.11 b 1.3 dm (%) 7 GOR (scf/bbl) 1,000

* Abraxas’ “Hidden” Gas Portfolio Three Primary Regions (Trends): South Texas (Edwards), Delaware Basin (Montoya, Devonian), PRB (Turner) Previously booked PUDs now PRUDs – Edwards & Delaware Basin 23 gross / 18.6 net identified locations $87.9 million of net investment 57.6 net bcfe Assumed F&D = $1.53 Total identified total natural gas resource potential (PUD/PRUD/PSUD) 124 gross / 63 net identified locations $339+ million of net investment 128.1+ net bcfe Assumed F&D = $2.65

* Additional Development Areas

* Appendix

* Non-Op Bakken Divestiture Plan On February 20, 2013, Abraxas announced that it had retained E-Spectrum Advisors (an affiliate of Energy Spectrum Advisors Inc.) to market its non-operated Bakken and Three Forks assets in North Dakota and Montana Asset Details: 13,618 net acres in Billings, Burke, Divide, Dunn, McKenzie, Stark and Williams Counties, ND and Richland, Roosevelt and Sheridan Counties, MT 99% of acreage is held-by-production ~343 boepd (March) Diverse and experienced operator base including: Oasis Petroleum, Continental, ExxonMobil / XTO / Denbury, Whiting, Fidelity E&P, Hess, Statoil / Brigham, Citation, Petro-Hunt and others. If the Company is successful in achieving an acceptable price for these assets, the proceeds will be used to pay down the Company’s revolver and redeployed into its core operated Bakken and Eagle Ford assets Overview Asset Map

* Liquidity and Long-Term Debt Apr-13 credit facility availability of $36 million ($119 million drawn on$155 million line) Wall Street median consensus 2Q-4Q 2013E outspend of ~$12.1mm (1) Liquidity coverage 3.0x Company plans to continue to pay down credit facility borrowings using divestiture proceeds $3.4mm received in March and May 2013 Oil & Gas Clearinghouse Auction $590,000 received for Martin County, TX properties; ~$135,000 proposed takeout for Insignia shares ND Royalty Interest scheduled for July Oil & Gas Clearinghouse Auction Ongoing non-op Bakken sale process Liquidity Bridge: 1/1/2012 to 4/4/2013 Based on Wall Street median estimates provided by Bloomberg Outlook ($ in millions) Jan 1, 2012 Jan 1, 2012 Mar 31, 2012 Mar 31, 2012 Jun 30, 2012 Jun 30, 2012 Sep 30, 2012 Sep 30, 2012 Dec 31, 2012 Dec 31, 2012 Apr 4, 2013 Apr 4, 2013 Credit Facility Line $125 $125 +15 $140 $140 +10 $150 +5 $155 Less: Borrowings 115 115 +10 125 +9 134 -21 113 +6 $119 Availability $10 $10 +5 $15 -9 $6 +31 $37 -1 $36 Plus: Cash - - 0 +3 3 -1 2 -2 0 Liquidity $10 $10 +5 $15 -6 $9 +30 $39 -3 $36 Sold Alberta Basin properties and Nordheim Eagle Ford interest for ~$22mm Removed $10mm capex /quarter limitation Negative current ratio / covenant waiver $12.4mm gas hedge monetization during quarter Negative current ratio / covenant waiver Implementation of $10mm capex / quarter restriction and $7.5mm liquidity Borrowing base raised to $155 mm Removed $7.5mm liquidity covenant and Raven debt from all debt calculations

* Converse / Niobrara Counties, Wyoming Gross / Net Acres: 29,170 / 21,540 Primarily in Converse & Niobrara Counties ~4,300 net acres in Campbell County ~90% held by production Historical Activity: 13 wells (2000 – 2011) 8 horizontal / 5 vertical Recent Activity: Hedgehog State 16-2H (Crossbow) Cum production (14 mos): 125.7 MBoe 31% Oil / NGLs Brooks Draw: Sage Grouse 3H: (Cum Oil 25 MBbl / 50 MBbl EUR) Prairie Falcon 3H (Niobrara) Recent Industry Activity: 74 Permits 8 Completions Porcupine Field: Hedgehog State 16-2H (Turner) PRB – Stacked Pay Opportunities

* Spires Ranch (Nolan County) 5,640 gross/net acres; 920 HBPd Monitoring industry activity Geologic evaluation Logged shales through Spires 89 1H Millican Reef (Coke County) 6,725 gross/net acres Monitoring industry activity Geologic evaluation Permian Basin – Emerging Hz

* EOG Strikes Oil in Duvernay's East Shale Basin “New public data for EOG’s Duvernay horizontal at 1-20-38-28W4 showed a peak calendar-day rate to date of 239 boe/d for December. Oil comprised 88% of the wellhead production stream…We believe there is a possibility EOG is restricting rates or testing the well, meaning it could be producing the well intermittently through the months. The reported rates are in the ballpark of our Eagle Ford West oil type curve peak rate of ~300 boe/d. Under Crown royalties, the Eagle Ford West type curve results in a break-even price of $82/boe and a per-well NPV of $1 million, assuming a $9 million well cost.” -- ITG, February 7, 2013 Alberta, Canada: Eastern Shale Basin Recently Drilled Neighboring Well Duvernay: Net Acres: 42,880 (100% WI) Crown: 32 Sections; five year leases Farm-out/option: 35 Sections; three year term Represents a continuous, self sourced resource contained in a shaley organic rich low permeability reservoir Shale assessment and productivity expectations developed based on a review of analogues (i.e. Eagle Ford, Kaybob, Pembina/ Willesden Green) All critical shale parameters point to the Duvernay being an excellent source and reservoir rock Available rock and completion data point to Canaxas lands containing volatile oil hydrocarbons in place Planned Activity: Drill vertical pressure test Canada – Duvernay

* Canada – Duvernay

* Edwards (South Texas) PDP: 10.3 bcfe (net) Nordheim 2H: 7.0 bcfe gross Keuster 1H: 10.5 bcfe gross Previous risked offsetting PUD locations: 27.9 bcfe (net) 11 gross / 7 net locations dropped to PRUD (SEC 5 year rule) 7 gross / 5 net locations drilled / completed, yet to be frac’d: unbooked Edwards economics New drill: $7.0 million well / 4.0 bcfe EUR / F&D $1.73/mcfe 20% ROR at $4.30/mcfe realized price Refrac: $0.7 million well / 0.5 bcfe EUR / F&D $1.40/mcfe 20% ROR at $1.98/mcfe realized price Montoya / Devonian (Delaware Basin, West Texas) PDP 28.0 bcfe (net) Caprito 98 98 01U Devonian: 39.0 bcfe gross Howe GU 5 1 Devonian: 31.7 bcfe gross Previous risked offsetting PUD locations: 29.7 bcfe (net) 12 gross/ 6 net locations dropped to PRUD (SEC 5 year rule) Montoya economics $5.0 million well / 6.6 bcfe EUR / F&D $.75/mcfe 20% ROR at $3.16/mcfe realized price Devonian economics $5.8 million well / 7.6 bcfe EUR / F&D $0.76/mcfe 20% ROR at $2.51/mcfe realized price Other Eagle Ford Shale, Yoakum: 1,908 net acres / ~24 net locations, unbooked PRB, Turner (~50% gas): 2 gross (1.7 net) PUD / 50 gross (13 net) PRUD locations, 40.6 bcfe (net) Delaware Basin, Hudgins Ranch: 3 gross / 2.6 net PSUD locations, 9.1 bcfe (net) Delaware Basin, Nine Mile Draw: 40 gross / 31 net PSUD locations, 18.0 bcfe (net) Wind River, Cow Hollow Field: 5 gross / .06 net PRUD locations, 0.7 bcfe (net) Williston Basin, Red River: 1 gross / .8 net PRUD location, 2.1 bcfe (net) Uinta, Chapita Wells, unbooked Net of purchase price adjustments PV10 calculated using strip pricing as of 5/1/12 = $2.29 2012 Ward County Acquisition Acquisition of Partners’ Interests in West Texas Purchase Price $6.7mm(1) PDP PV -15 $6.7mm(2) Production 1,440 mcfepd Reserves 7.613 bcfe Production $4,650/mcfe/day Reserves: $.88/mcfe Abraxas’ “Hidden” Gas Portfolio

* NASDAQ: AXAS