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
                                  May 27, 2003


                          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 9. REGULATION FD DISCLOSURE

See attached Press Release



The following exhibits are filed as part of this report:

NUMBER                                       DOCUMENT

99.1                                          Press release dated May 27, 2003





                                   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: __/s/Chris Williford__________
                           Chris Williford
                           Executive Vice President, Chief Financial
                           Officer and Treasurer


Dated:    May 27, 2003




                                                                 Exhibit 99.1

                                  NEWS RELEASE

                    ABRAXAS PETROLEUM EXTENDS EXCHANGE OFFER

SAN  ANTONIO,  TX (May 27,  2003) -  Abraxas  Petroleum  Corporation  (AMEX:ABP)
("Abraxas")  today  announced  that it has  extended  the  exchange  offer  (the
"Offer") for its 11 1/2% Senior Notes due 2007,  Series A (the  "Notes"),  which
commenced on April 23, 2003.  Abraxas has  extended the  expiration  date of the
Offer until 5:00 P.M, New York City time, on June 16, 2003,  unless the Offer is
extended.

As of the close of business on May 23, 2003,  $112.5 million principal amount of
the Notes had been validly tendered or guaranteed.

The  Notes  were  issued in  January  of this  year in a  private  placement  in
connection with Abraxas' financial restructuring. The Offer is intended to allow
holders of the Notes,  subject to certain  exceptions  described in the exchange
offer registration statement, to sell their Notes without restriction.

This  announcement  is not an offer to purchase,  a solicitation  of an offer to
purchase,  or solicitation of an offer to sell  securities,  with respect to any
Notes. The Offer may only be made pursuant to the terms of the Offer to Exchange
and the accompanying Letter of Transmittal.

Jefferies  & Company,  Inc.  is acting as dealer  manager  and  Mellon  Investor
Services, LLC is acting as information agent for the Offer.

Abraxas Petroleum  Corporation is a San Antonio-based  crude oil and natural gas
exploitation and production company that also processes natural gas. The Company
operates in Texas, Wyoming and western Canada.

Safe Harbor for  forward-looking  statement:  Statements in this release looking
forward in time involve  known and unknown  risks and  uncertainties,  which may
cause the Company's actual results in future periods to be materially  different
from any future performance suggested in this release. Such factors may include,
but may not be  necessarily  limited to,  changes in the prices  received by the
Company for crude oil and natural gas. In addition,  the Company's  future crude
oil and natural gas production is highly  dependent upon the Company's  level of
success in  acquiring  or finding  additional  reserves.  Further,  the  Company
operates in an industry  sector where the value of securities is highly volatile
and may be  influenced  by  economic  and other  factors  beyond  the  Company's
control.  In the context of  forward-looking  information  provided  for in this
release,  reference is made to the  discussion  of risk factors  detailed in the
Company's filing with the Securities and Exchange  Commission during the past 12
months.

FOR MORE INFORMATION CONTACT:
Janice Herndon/Manager Corp. Communications
Telephone 210.490.4788
jherndon@abraxaspetroleum.com
www.abraxaspetroleum.com