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
                                  July 9, 2002



                          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 2. ACQUISITION OR DISPOSITION OF ASSETS

On June 27, 2002,  Canadian Abraxas  Petroleum Limited and Grey Wolf Exploration
Inc., both wholly owned subsidiaries of Abraxas Petroleum Corporation,  a Nevada
corporation  (the  "Company"),  sold their interests in lands and natural gas in
the  Mahaska  area of  Alberta  for  approximately  US $2.5  million  to Integra
Resources LTD. and Westminster Resources LTD. These proceeds,  combined with the
earlier  dispositions  of their interests on May 23, 2002 in the Quirk Creek gas
processing  facility and  associated  reserves for US$20.4  million,  (after all
adjustments),  to Pengrowth  Corporation  and the Company's  disposition of it's
investment  in the East White Point  properties  in south Texas on June 4, 2002,
for  approximately  US$9.8  million (after all  adjustments),  to Peoples Energy
Production, totaled approximately 10% of the Company's consolidated assets as of
December 31, 2001.


Item 7. FINANCIAL STATEMENTS AND EXHIBITS

(B)      Pro Forma Financial Statements

         It is  impracticable  to  provide  the  required  pro  forma  financial
         statements for the dispositions described above at the time this report
         is filed.  The pro forma financial  statements will be filed as soon as
         practicable, but no later than 60 days after this report must be filed.











                                   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:    July 9, 2002