UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION



                             Washington, D.C. 20549



                                  F O R M 8 - K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934



                                 Date of Report
                                November 22, 1999



                          Abraxas Petroleum Corporation
             (Exact name of registrant as specified in its charter)


                                     Nevada
                 (State of other jurisdiction of incorporation)





        0-19118                                     74-2584033
(Commission File Number)                 (I.R.S. Employer Identification Number)




                        500 N. Loop 1604 East, Suite 100
                            San Antonio, Texas 78232
                    (Address of principal executive offices)

               Registrant's telephone number, including area code:
                                  210-490-4788







Item 5.  OTHER EVENT

(a) On November 19, 1999, Abraxas Petroleum Corporation issued the press release
attached hereto as Exhibit 99.1.


         (C) The following exhibits are filed as part of this report:

NUMBER                     DOCUMENT

99.1        Press release dated November 19, 1999.









                                   SIGNATURES


         Pursuant to the requirement 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:___________________________________
                                     Chris Williford
                                     Executive Vice President, Chief Financial
                                     Officer and Treasurer


Dated:   November 22, 1999



                                                                  EXHIBIT 99.1

                                  NEWS RELEASE
FOR IMMEDIATE RELEASE                             www.abraxaspetroleum.com

FOR MORE INFORMATION CONTACT:
CHRIS WILLIFORD,  EVP/CFO

                     Abraxas Petroleum Corporation Announces
                                 Exchange Offer

SAN  ANTONIO,  TX  (November  19,  1999) - Abraxas  Petroleum  Corporation  (OTC
Bulletin Board:  AXAS) announced that on November 18, 1999 it commenced an offer
to  exchange  $274.0  million  of its 11 1/2%  Senior  Notes  due 2004 for a new
issuance of $196.8 million of 11 1/2% Senior  Secured Notes due 2004,  shares of
Abraxas common stock and contingent value rights.

For holders who validly  tender and do not withdraw their old notes on or before
the  expiration  date  described  below,  the  Company  will  pay the  following
consideration:

     o   A new note with a principal amount equal to $700

     o   Approximately 59.6184 shares of Abraxas common stock

     o   Approximately  59.6184 contingent value rights each of which may result
         in the  distribution  of up to  approximately  6.3889 shares of Abraxas
         common stock

The  expiration  date is 12:01 a.m.,  New York City time,  on December 17, 1999,
unless extended or earlier terminated.

In connection  with the exchange  offer,  the Company is soliciting  consents to
proposed  amendments  to the  indenture  under which the old notes were  issued.
These amendments delete most of the covenants in the old indenture.

The exchange  offer is  conditioned on receipt of tenders of at least 95% of the
outstanding  principal  amount  of the  old  notes  and  satisfaction  of  other
customary  conditions.  The Company has entered  into  agreements  with  holders
owning a total of  approximately  89.6% of the principal amount of the old notes
under  which the  holders  have  agreed,  subject  to the  satisfaction  of such
conditions, to accept the exchange offer.

The  exchange  offer is being made in  reliance  on the  exemption  afforded  by
Section  3(a)(9) from the  registration  requirements  of the  Securities Act of
1933, as amended.

Abraxas Petroleum  Corporation is a San Antonio-based  crude oil and natural gas
exploration and production  company that also processes natural gas. It operates
primarily  along the Texas Gulf Coast,  in the Permian  Basin of western  Texas,
western Canada and southwestern Wyoming.

Requests for copies of documents of for technical assistance in participating in
the exchange  offer  should be directed to Chris E.  Williford,  Executive  Vice
President of Abraxas  Petroleum  Corporation  at (210)  490-4788 or toll free at
(888) 227-2927.