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
                                December 10, 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 5.OTHER EVENTS

See attached Press Release



The following exhibits are filed as part of this report:

NUMBER                                            DOCUMENT

99.1                                Press release dated December 10, 2002




                                                              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:    December 10, 2002



                                                                 Exhibit 99.1


                                  NEWS RELEASE
                        ABRAXAS ANNOUNCES COMMITMENT FOR
                       NEW SENIOR SECURED CREDIT FACILITY

SAN ANTONIO, TX (December 10, 2002) - Abraxas Petroleum  Corporation  (AMEX:ABP)
today announced that it has received a commitment from a lender for a new senior
credit  agreement for up to $50 million.  The borrowing  base will be determined
from  time to time  based  upon  the  value of our  crude  oil and  natural  gas
reserves.  Based on  current  calculations  of the  value of our  crude  oil and
natural gas reserves,  if the exchange  offer,  announced on December 9, 2002 by
the Company,  was  consummated  and the senior  credit  agreement  was closed by
January  8, 2003,  the  initial  borrowing  base  would be  approximately  $45.5
million,  of which,  approximately  $40.5  million will be available  for use by
Abraxas to fund the restructuring transactions.

Subject to earlier  termination  or the occurrence of events of default or other
events,  the stated maturity date under the senior credit  agreement will be the
third  anniversary  of the  closing  date of the senior  credit  agreement.  The
applicable  interest charged on the outstanding  balance under the senior credit
agreement will be the prime rate announced by Wells Fargo Bank,  N.A. plus 4.5%,
provided that portions of accrued  interest may be capitalized  and added to the
principal amount of the outstanding  balance under the senior credit  agreement.
Any amounts in default under the senior credit agreement will accrue interest at
the current rate, plus an additional 4%. At no time will any amounts outstanding
under the senior credit agreement accrue interest at a rate less than 9%.

Under the terms of the senior credit agreement,  the Company will be required to
establish  deposit  accounts at  financial  institutions  acceptable  to our new
lender and we will be required to direct our customers to make all payments into
these accounts. The amounts in these accounts would be transferred to the lender
upon the occurrence and during the  continuance of an event of default under the
senior credit agreement.

The obligations of Abraxas under the senior credit  agreement will be guaranteed
by Sandia Oil & Gas Corp.,  Sandia  Operating  Company,  and Wamsutter  Holdings
Inc., all current  subsidiaries of the Company and Newco Canada (a subsidiary of
the Company that will be  established  upon closing of the Company's  previously
announced  sale of  Canadian  assets) and all future  subsidiaries.  Obligations
under the senior  credit  agreement  will be  secured  by a first lien  security
interest in substantially all of Abraxas' and the guarantors' assets,  including
all crude oil and natural gas properties and natural gas processing plants.

Under  the  senior  credit  agreement,  Abraxas  will be  subject  to  customary
covenants and reporting  requirements.  Certain financial covenants will require
Abraxas to maintain  minimum levels of  consolidated  EBITDA,  minimum ratios of
consolidated  EBITDA to cash interest expense and a limitation on annual capital
expenditures.  To the extent amounts  outstanding  under the facility exceed the
borrowing  base,  Abraxas  will be required to make a  mandatory  repayment.  In
addition, at the end of each fiscal quarter, if the aggregate amount of our cash
and cash  equivalents  exceeds  $2.0  million,  we will be required to repay the
loans  under the senior  credit  agreement  in an amount  equal to such  excess.
Abraxas is also  obligated  to use its best  efforts  to assist the lender  with
syndication of the senior credit agreement,  which syndication may result in the
alteration of the terms of the senior credit agreement.

The closing of the senior credit agreement is subject to the closing of Abraxas'
proposed  exchange offer and customary and certain other  conditions,  including
the following:

     o   the lender must be satisfied  that it will have a perfected  first lien
         on  substantially  all of the assets of Abraxas and the guarantors upon
         closing of the senior credit agreement;

     o   the  lender  must  be  satisfied  that  Abraxas  has  deposited   funds
         sufficient to effect a redemption  and/or  defeasance of the first lien
         notes, and immediately upon deposit of such funds the trustee under the
         indenture  for the first lien notes shall have  terminated,  discharged
         and/or released its liens and mortgages on all of our assets; and

     o   we must have entered into  hedging  agreements  on not less than 25% or
         more than 75% of our projected oil and gas production.

Upon  consummation  of the  exchange  offer and  closing  of the  senior  credit
agreement,  we expect to have  approximately  $5 million in cash available under
the senior  credit  agreement to be used for the  continued  development  of our
existing crude oil and natural gas properties.

In addition to a commitment for the senior credit agreement described above, the
Company  has  received  an  alternative  commitment  from the same  lender for a
maximum of up to $68 million.  The proceeds of this  alternative  senior  credit
agreement  would be used to redeem  our first  lien  notes in the event  that we
cannot  successfully  complete the exchange  offer and if we do not complete our
previously  announced sale of Canadian assets.  This  alternative  senior credit
agreement would mature in May 2004, and would otherwise have  substantially  the
same terms,  conditions and covenants of the senior credit  agreement  described
above.

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.    Please    visit
www.abraxaspetroleum.com  for the most current and updated information.  The web
site is updated daily to comply with the SEC Regulation FD (Fair Disclosure).

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