UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

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

                                 October 8, 2004
                Date of Report (Date of earliest event reported)

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

    Nevada                             0-19118                74-2584033
 (State or other jurisdiction of     (Commission           (IRS Employer
  incorporation)                      File Number)          Identification No.)


                        500 N. Loop 1604 East, Suite 100
                            San Antonio, Texas 78232
                                 (210) 490-4788

   (Address of principal executive offices and Registrant's telephone number,
                              including area code)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications  pursuant to Rule 425 under the Securities Act (17
    CFR 230.425)

[ ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17
    CFR 240.14a-12)

[ ] Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement  communications  pursuant  to Rule  13e-4(c)  under the
    Exchange Act (17 CFR 240.13e-4(c))






Item 7.01 Regulation FD Disclosure

The information in this Report (including Exhibit 99.1) is furnished pursuant to
Item 7.01 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 the 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.

On October 7, 2004, Abraxas Petroleum Corporation (the "Company") announced in a
press release that it has reached an agreement to repurchase approximately $15.5
million  aggregate  principal  amount  of its  11.5%  secured  notes  due  2007,
including  accrued  interest,  for  approximately  $14.7  million,  from certain
affiliates of Guggenheim Capital, LLC.

Item 9.01 Financial Statements and Exhibits

         (c)      Exhibits

                  99.1     Press Release dated October 7, 2004 entitled "Abraxas
                           Reaches  Agreement to Repurchase $15.5 Million of its
                           Outstanding Secured Notes"

                                   SIGNATURES

Pursuant  to the  requirements  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:  October 8, 2004












                                                                   Exhibit 99.1


                                  NEWS RELEASE

              ABRAXAS REACHES AGREEMENT TO REPURCHASE $15.5 MILLION
                        OF ITS OUTSTANDING SECURED NOTES

     SAN  ANTONIO,  TX (October 7, 2004) - Abraxas  Petroleum  Corporation  (the
"Company")   (AMEX:ABP)   announced   today   that  it  has  agreed  to  acquire
approximately  $15.5  million  aggregate  principal  amount of its 11.5% Secured
Notes due 2007,  including  accrued interest,  for approximately  $14.7 million,
from certain  affiliates  of  Guggenheim  Capital,  LLC.  Certain  affiliates of
Guggenheim  Capital,  LLC arranged the Company's current senior credit facility.
The Company will pay for the transaction  using  borrowings  under the Company's
senior credit facility and cash on hand.

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

     Guggenheim Capital, LLC is a privately held, diversified financial services
firm  that,  through  its  affiliated  entities,   provides  financial  advisory
services,   corporate  finance,  wealth  management  and  investment  management
products to high-net-worth  individuals and institutional investors.  Presently,
the firm and its affiliates manage and provide advisory services with respect to
more than $90 billion of investment assets.

     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  natural  gas and crude  oil.  In  addition,  the
Company's  future natural gas and crude oil 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  filings 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