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
                                 February 2, 2004


                          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

     The Company is filing this press  release and slide show, as it has done in
the  past,  to  provide  current  operational   information  to  the  investment
community.

     The  information  in this  Report  (including  Exhibit  99.1) is  furnished
pursuant to Item 9 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 that 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.


The following exhibits are filed as part of this report:

NUMBER                                       DOCUMENT
99.1                              Press Release dated February 2, 2004

99.2                              Slide presentation




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:    February 2, 2004






                                                                   Exhibit 99.1

                                  NEWS RELEASE

              ABRAXAS' BOARD APPROVES 2004 CAPITAL-SPENDING BUDGET,
                           OPERATIONAL UPDATE PROVIDED

         SAN  ANTONIO,  TX (February  2, 2004) - Abraxas  Petroleum  Corporation
("Abraxas")  (AMEX:ABP)  announced its 2004  Capital-Spending  Budget as well as
provided an update for certain operational activities:

     o   A capital-spending budget for 2004 of $10 million. Of this amount, $5.0
         million is  allocated  to U.S.  projects and $5.0 million is related to
         projects associated with the Company's Canadian  subsidiary,  Grey Wolf
         Exploration.  The  Company  plans to  participate  in the  drilling  or
         putting on production of 17 gross (13 net) wells, of which 11 gross (11
         net) will be operated.

     o   Continuing  development  activities in Q4 of 2003  increased  daily net
         production  rates  to over  24.1  MMcfepd  at the end of the  year,  an
         increase of 26% from the beginning of 2003.  During the fourth quarter,
         the Company  put  online,  4 new wells in west Texas and 4 new wells in
         Canada.  Average Q4  production  of 21.6 MMcfepd was 10% higher than Q3
         2003.

     o   As part of its 2004  Capital-Spending  Budget, the Company is currently
         drilling 1 gross (1 net) operated  well in west Texas,  1 gross (1 net)
         operated well in Wyoming and 3 gross (0.75 net)  non-operated  wells in
         Canada. The balance of the activity for 2004 will be in these areas.

         CEO Bob Watson  commented,  "We  continue to be very  pleased  with the
results of our ongoing  development plans on both sides of the border. Our drill
bit success,  coupled with activities that brought previously  stranded Canadian
gas to the marketplace,  is reflected in our increasing daily production  rates.
Following the sale of our Canadian  producing assets in early 2003, our goal has
been to continue  development  of our retained  properties  and we think the 26%
increase in  production  during 2003  demonstrates  why we are excited about the
quality  of our asset  base.  The  Company  is  continuing  to  explore  ways to
capitalize on the current  strong  commodity  price  environment  to improve our
balance sheet,  namely the delevering process that continued with the early 2003
property sales. Our announced  capital-spending budget of $10 million is limited
by our current debt financing agreements. If we are successful in amending those
agreements,  the Company could  comfortably  exceed these spending limits out of
cash flow with our current inventory of development projects."

         Abraxas  Petroleum  Corporation  is a San  Antonio-based  crude oil and
natural gas exploitation and production company.  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


                                                                    Exhibit 99.2
Slide 1:  Abraxas Petroleum Corporation
Investor Presentation
January 2004

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.

Picture:  Hudgins, P.T. 34 #1H, Pecos County, Texas

Slide 2:  Positioning Statement
Abraxas Petroleum Corporation
         o Operations in Western Canada, Texas and Wyoming
         o AMEX:ABP
Natural gas
         o Over 80%
Quality  assets
         o High ownership interests
         o Operations
         o High producing rates per well
         o Large acreage positions
         o Substantial upside

Slide 3:  Results 2003
Sold 35% proved reserves
         o Retained all undeveloped acreage
Reduced debt 45%
Reduced cash interest 90%
Issued equity at an implied 600% over market
Positioned Company to develop upside
         o Increased production 26%
         o Substantial incremental reserves

Picture:  Caroline, Alberta, Canada

Slide 4:  Goals 2004
Continue to:
Improve balance sheet
Develop upside
Maximize shareholder value

Picture:  Henson Gas Unit #2H, South Texas

Slide 5:  Continue Proving Upside
Map of Canada showing following areas:
Ladyfern, British Columbia
Widewater, Alberta
Peace River Arch, Alberta
Caroline, Alberta

Slide 6:  Ladyfern, British Columbia, Canada
Well Location Map Shown
Offsets largest gas discovery in North America in many years 28,800 acres, 20%
WI 2003 activity
   o 4 new wells drilled (75% success) (marked on map)
   o 1 horizontal re-entry of a 2002 well
   o Added compression to reduce line pressures and increase production
2004 activity
   o 2 horizontal wells offsetting existing production
   o 1 well drilling

Slide 7:  Peace River Arch, Alberta, Canada
2 Well Location Maps Shown
Sold green acreage to PrimeWest
Retained yellow acreage
         o 28,500 acres 68% WI
         o  1,400 acres subject to farmout (100% carry for 40% WI)
2003 activity (marked on map)
         o 1 farmout well
         o 5 100% Grey Wolf wells
2004 activity
         o 3 100% Grey Wolf wells
         o Install Waterflood

Slide 8:  Caroline, Alberta, Canada
Well Location Map Shown
Sold green acreage to Primewest Retained yellow acreage (21,000 acres, 89% WI)
All acreage subject to AMI/ farmout (100% carry for 40% WI)
 2003 activity
       o Drilled 6 wells (83% success) (marked on map)
 2004 planned activity
       o Continue farmout

Slide 9:  Widewater, Alberta, Canada
Well Location Map Shown
2003 activity
         o Completed 2 wells originally drilled in 1999 shut-in, awaiting market
         o Processing/Transportation Agreement with ATCO with pipeline costs
           paid out of 67% of production (<1 year payout
2004 activity
         o Wells currently plant limited at 4 MMcfpd
         o 7 additional wells can be tied in
         o 32,000 acres for further development

Slide 10:  Continue Proving Upside
Map of the United States showing following areas:
Brooks Draw, Wyoming
Delaware Basin, Texas

Slide 11:  Brooks Draw, Wyoming
Well Location Map Shown
5 producing horizontal wells (marked on map)
62,000 acres, long-term leases
100%working interest
2 identified locations to test 3D (marked on map)
One to be drilled in 2004

Slide 12:  Delaware Basin, West Texas
Well Location Map Shown
22,800 acres, 83% WI
2003 activity
         o 3 Montoya/Devonian horizontal wells drilled (marked on map)
         o 17,000' Ellenburger well on production (marked on map)
         o Devonian horizontal well on production at SW Oates
25 identified locations (marked on map)
Accelerate PUD development

Slide 13: Maximize Shareholder Value Improve balance sheet with target debt/cap
of 40% to 60% Maintain financial flexibility and liquidity
Prioritize large opportunity set to high-grade those with highest return and
lowest risk profile Capitalize on strategic acquisitions and divestitures

Slide 14:  Maximize Shareholder Value, Net Asset Value
                                                           2nds @
September 30, 2003                            MM          Market (62)
------------------                            --          -----------
Proved Reserves PV10 (1)                    $134
Incremental Reserves (88 Bcfe) (2)           103
Acreage (3)                                   15
Working Capital(4)                          <10>
Debt (5)                                   <158>               <118>
                                           -----               -----
Net Asset Value                              $84               $124
Shares Outstanding                          35.8
NAV/Share                                  $2.36               $3.47

(1)114 Bcfe valued at constant NYMEX prices of $4.50 and $25.00.
(2)Development projects on existing Company acreage requiring $60 mm capital.
(3)Valued by Seaton-Jordan comparable lease sales.
(4) Includes $5 mm accrued PIK interest.
(5)Actual debt

Slide 15:  Summary Highlights
Niche exploitation and production company
High quality assets with substantial upside
2004 primary corporate goal of continuing to improve the balance sheet while
increasing shareholder value
Picture:  Caroline, Alberta, Canada

Slide 16:  Final Slide  www.abraxaspetroleum.com
Picture of gas plant