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 intends to offer $125 million aggregate
principal amount of senior secured notes in a private placement as part of a
refinancing of its existing debt.

Item 9.01 Financial Statements and Exhibits

         (c)      Exhibits

99.1     Press Release  dated  October 7, 2004  entitled  "Abraxas to Offer $125
         Million of Senior 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 TO OFFER $125 Million OF SENIOR SECURED NOTES

SAN ANTONIO,  TX (October 7, 2004) - Abraxas Petroleum  Corporation  ("Abraxas")
(AMEX:ABP)  announced  today that it intends  to offer  $125  million  aggregate
principal  amount of senior  secured  notes in a private  placement as part of a
refinancing  of its existing  debt. The offering of the notes will be subject to
market and other customary  conditions.  Certain of Abraxas'  subsidiaries  will
fully and unconditionally guarantee the notes. The issuance of the notes is part
of a planned  refinancing of all of Abraxas'  outstanding debt, and each part of
the  refinancing is dependent on the  consummation of each other  component.  In
addition to offering the notes,  Abraxas intends to enter into a new $15 million
senior  secured  revolving  credit  facility and a new $25 million  subordinated
secured term loan. Grey Wolf Exploration  Inc.,  Abraxas'  Canadian  subsidiary,
will also enter into a new $35 million term loan,  the proceeds of which will be
provided to Abraxas for use in the  refinancing.  The  refinancing is subject to
conditions  and  there is no  assurance  that  the  refinancing,  including  the
offering of the notes, will be consummated.

The notes and Abraxas' new revolving  credit  facility will be secured by shared
first priority security  interests in all of Abraxas' material assets other than
its interest in Grey Wolf.

The notes will be offered in a private placement exempt from, or not subject to,
the  registration  requirements  of the Securities Act of 1933, as amended.  The
notes have not been  registered  under the Securities Act and may not be offered
or sold in the United States  without  registration  or an applicable  exemption
from the  registration  requirements of the Securities Act. Under the terms of a
registration rights agreement,  Abraxas Petroleum Corporation and the subsidiary
guarantors will agree to file a registration  statement under the Securities Act
with the Securities and Exchange  Commission to permit the exchange of the notes
for registered notes having terms substantially  identical to those of the notes
(except  that the  registered  notes  will not be  subject  to  restrictions  on
ownership and transfer) or the registered resale of the notes.

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