United States
                       Securities and Exchange Commission
                             Washington D.C. 20549



                                  SCHEDULE 14A

                  Proxy Statement Pursuant to Section 14(a) of
          The Securities Exchange Act of 1934 (Amendment No. ________)

Filed by the Registrant  [ X  ]
Filed by a party other than the Registrant [    ]

Check the appropriate box:
[   ] Preliminary Proxy Statement
[   ] Confidential,  for Use of the Commission  Only(as  permitted by
      Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[   ] Definitive Additional Materials
[   ] Soliciting Material under Sec. 240.14a-12


                          ABRAXAS PETROLEUM CORPORATION
--------------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)

                                                                              
    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

      [ X ] No fee required.
      [   ] Fee computed on table below per Exchange Act Rules  14a-6(i)(l) and
            0-11.

     (1) Title of each class of securities to which transaction applies:
                                                                          

     (2) Aggregate number of securities to which transaction applies:
                                                                            

     (3) Per unit  price  or other  underlying  value  of  transaction  computed
         pursuant to  Exchange  Act Rule 0-11 (Set forth the amount on which the
         filing fee is calculated and state how it was determined):

     (4) Proposed maximum aggregate value of transaction:
                                                                                
     (5) Total fee paid:
                                                                                

     [ ]Fee paid previously with preliminary materials.
    
     [ ]Check box if any part of the fee is offset as provided by Exchange Act
        Rule  0-11(a)(2)  and identify the filing for which the  offsetting fee
        was paid  previously.  Identify  the  previous  filing by  registration
        statement number, or the Form or Schedule and the date of its filing.

     (1) Amount previously Paid:
                                                                                

     (2) Form, Schedule or Registration Statement No.:
                                                                                
     (3) Filing Party:
                                                                                

     (4) Date Filed:
                                                                                





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

                                                                     May 4, 2005

Dear Stockholders:

     You are cordially invited to attend the 2005 Annual Meeting of Stockholders
of Abraxas Petroleum Corporation to be held on Wednesday,  June 1, 2005, at 9:00
a.m.,  local time, at the Petroleum  Club of San Antonio  located at 8620 N. New
Braunfels, Suite 700, San Antonio, Texas 78217. We hope that you will be able to
attend the  meeting.  Matters on which  action  will be taken at the meeting are
explained in detail in the Notice and Proxy Statement following this letter.

     Whether or not you expect to attend the Annual Meeting,  please mark, sign,
and date the enclosed proxy and return it promptly in the enclosed envelope.


                                Robert L.G. Watson
                                Chairman of the Board, President,
                                and Chief Executive Officer





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

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

                             TO BE HELD JUNE 1, 2005

To the Stockholders of Abraxas Petroleum Corporation:

     NOTICE IS HEREBY GIVEN that the Annual Meeting of  Stockholders  of Abraxas
Petroleum  Corporation  ("Abraxas")  will be held at the  Petroleum  Club of San
Antonio located at 8620 N. New Braunfels,  Suite 700, San Antonio,  Texas 78217,
on  Wednesday,  June 1,  2005,  at 9:00  a.m.,  local  time,  for the  following
purposes:

     (1) To elect four directors to the Abraxas Board of Directors for a term of
three years. The Board of Directors has nominated the following for election:

                           C. Scott Bartlett, Jr .
                           Ralph F. Cox
                           Dennis E. Logue
                           Joseph A. Wagda

     (2) To approve the 2005 Non-Employee  Directors  Long-Term Equity Incentive
Plan;

     (3) To ratify the appointment of BDO Seidman,  LLP as Abraxas'  independent
auditors for the year ending December 31, 2005 ; and

     (4) To transact such other business as may properly come before the meeting
or any adjournment thereof.

     We cordially  invite you to attend the Annual Meeting in person.  To assure
your  representation at the meeting,  however,  we urge you to mark, sign, date,
and  return  the  enclosed  proxy  card  as  soon as  possible  in the  enclosed
postage-prepaid envelope.

     Whether or not you expect to attend the Annual  Meeting,  please  complete,
sign, date, and promptly mail your proxy card in the envelope provided.  You may
revoke  your proxy at any time prior to the Annual  Meeting,  and, if you attend
the Annual Meeting, you may vote your shares of Abraxas stock in person.

     The Abraxas Board of Directors has fixed the close of business on April 29,
2005, as the record date for the  determination of the stockholders  entitled to
notice of and to vote at the Annual Meeting and any adjournment thereof.

                                By Order of the Board of Directors

                                Stephen T. Wendel
                                SECRETARY


San Antonio, Texas
May 4, 2005

                                       2


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

                                 PROXY STATEMENT

                             -----------------------

     The Board of  Directors  of Abraxas  Petroleum  Corporation  is  soliciting
proxies  to  vote  shares  of  common  stock  at  the  2005  Annual  Meeting  of
Stockholders  to be held at 9:00  a.m.,  local  time,  on June 1,  2005,  at the
Petroleum Club of San Antonio  located at 8620 N. New Braunfels,  Suite 700, San
Antonio,  Texas 78217, and at any adjournment thereof.  This Proxy Statement and
the accompanying Proxy are being mailed to stockholders on or about May 4, 2005.
For ten days  prior to the  annual  meeting,  a  complete  list of  stockholders
entitled to vote at the annual meeting will be available for  examination by any
stockholder  for any  purpose  germane to the  annual  meeting  during  ordinary
business hours at Abraxas' executive  offices,  located at the address set forth
above.

Record Date; Shares Entitled To Vote; Quorum

     The Board of Directors has fixed the close of business on April 29, 2005 as
the record  date for Abraxas  stockholders  entitled to notice of and to vote at
the annual  meeting.  Holders of common stock as of the record date are entitled
to vote at the annual  meeting.  As of the record  date,  there were  37,883,625
shares of Abraxas  common stock  outstanding,  which were held by  approximately
1,600 holders of record. Stockholders are entitled to one vote for each share of
Abraxas common stock held as of the record date.

     The holders of a majority of the outstanding shares of Abraxas common stock
issued and  entitled to vote at the annual  meeting must be present in person or
by proxy to  establish  a quorum  for  business  to be  conducted  at the annual
meeting.  Abstentions and "non-votes" are treated as shares that are present and
entitled  to  vote  for  purposes  of  determining  the  presence  of a  quorum.
"Non-votes" occur when a proxy:

     o   is  returned  by a  broker  or  other  stockholder  who  does  not have
         authority to vote;

     o   does not give authority to a proxy to vote; or

     o   withholds authority to vote on one or more proposals.

Votes Required

         The votes required for each of the proposals is as follows:

         Election of  Directors.  The nominees for director who receive the most
votes will be elected. Therefore, if you do not vote for a particular nominee or
you indicate "withhold authority to vote" for a particular nominee on your proxy
card, your abstention will have no effect on the election of directors.

         2005  Directors  Plan.  The  proposal to approve the 2005  Non-Employee
Directors  Long-Term  Incentive  Plan must receive the  affirmative  vote of the
holders of a majority  of the shares of Abraxas  common  stock  represented  and
voting at the meeting.  Therefore,  if you do not vote or if you do not instruct
your  broker on how to vote,  it will have no  effect  on the  proposal  because
holders of shares who have  abstained or for which  brokers are not able to vote
will  not be  considered  voting  at the  annual  meeting  and for  purposes  of
approving this proposal.

         Appointment  of  Independent  Auditors.  The  proposal  to  ratify  the
appointment of Abraxas'  independent  auditors must receive the affirmative vote
of the holders of a majority of the shares of Abraxas  common stock  represented
and  voting  at the  meeting.  Therefore,  if you do not  vote  or if you do not
instruct  your  broker on how to vote,  it will  have no effect on the  proposal
because  holders of shares who have  abstained or for which brokers are not able
to vote will not be considered  voting at the annual meeting and for purposes of
approving this proposal.

                                        3

Voting of Proxies

         Votes  cast  in  person  or by  proxy  at the  annual  meeting  will be
tabulated at the annual meeting.  All valid,  unrevoked proxies will be voted as
directed.  In the absence of  instructions  to the contrary,  properly  executed
proxies will be voted in favor of each of the proposals  listed in the notice of
annual  meeting and for the  election of the  nominees  for  director  set forth
herein.

         If any  matters  other  than  those  addressed  on the  proxy  card are
properly  presented for action at the annual  meeting,  the persons named in the
proxy will have the  discretion to vote on those matters in their best judgment,
unless authorization is withheld.

How To Vote By Proxy; Revocability of Proxies

         To vote by  proxy,  you must  complete,  sign,  date,  and  return  the
enclosed  proxy card in the  enclosed  envelope.  Any  Abraxas  stockholder  who
delivers a properly executed proxy may revoke the proxy at any time before it is
voted. Proxies may be revoked by:

     o   delivering a written  revocation of the proxy to the Abraxas  Secretary
         before the annual meeting;

     o   signing and returning a later dated proxy to the Abraxas Secretary; or

     o   appearing at the annual meeting and voting in person.

         Attendance at the annual meeting will not, in and of itself, constitute
revocation of a proxy. An Abraxas  stockholder whose shares are held in the name
of its broker,  bank or other  nominee must bring a legal proxy from its broker,
bank or other nominee to the meeting in order to vote in person.

Deadline for Voting by Proxy

         In order to be  counted,  votes cast by proxy must be  received by mail
prior to the annual meeting.

Solicitation of Proxies

         Proxies  will be  solicited  by mail.  Proxies  may  also be  solicited
personally, or by telephone, fax, or other means by the directors, officers, and
employees of Abraxas. Directors, officers, and employees soliciting proxies will
receive no extra compensation,  but may be reimbursed for related  out-of-pocket
expenses.  In addition to solicitation by mail,  Abraxas will make  arrangements
with brokerage houses and other  custodians,  nominees,  and fiduciaries to send
the proxy materials to beneficial owners. Abraxas will, upon request,  reimburse
these  brokerage  houses,  custodians,  and other  persons for their  reasonable
out-of-pocket expenses in doing so. Abraxas will pay the cost of solicitation of
proxies.


                                       4

                                  PROPOSAL ONE

                              Election of Directors

         Abraxas'  Articles of Incorporation  divide the Board of Directors into
three classes of directors serving staggered three-year terms, with one class to
be elected at each annual meeting of  stockholders.  At this year's  meeting,  a
total of four Class II directors are to be elected for a term of three years, to
hold office until the expiration of his term in 2008, or until a successor shall
have been elected and shall have qualified.  The nominees for Class II directors
are C. Scott Bartlett, Jr., Ralph F. Cox, Dennis E. Logue and Joseph A. Wagda.

         Assuming  the  presence of a quorum,  the  nominees  for  director  who
receive the most votes will be elected.  The enclosed  form of proxy  provides a
means for  stockholders  to vote for or to  withhold  authority  to vote for the
nominees for director.  If a stockholder  executes and returns a proxy, but does
not specify how the shares  represented  by such  stockholder's  proxy are to be
voted,  such shares will be voted FOR the election of the nominees for director.
Under applicable  Nevada law, in determining  whether this item has received the
requisite number of affirmative votes, abstentions and broker non-votes will not
be counted and will have no effect.

         The Board of  Directors  recommends  a vote "FOR" the  election  of the
nominees to the Board of Directors.

                    Board of Directors and Executive Officers

         The following  table sets forth the names,  ages,  and positions of the
executive  officers and directors of Abraxas.  The term of the Class I directors
of Abraxas  expires in 2006, the term of the Class II directors  expires in 2005
and the term of the Class III directors expires in 2007.



Name and Municipality of Residence             Age  Office                                         Class

                                                                                              
Robert L.G. Watson                                  Chairman of the Board, President and Chief
San Antonio, Texas                             54   Executive Officer                               III

Chris E. Williford                                  Executive Vice President, Chief Financial
San Antonio, Texas                             54   Officer and Treasurer                            --

Robert W. Carington, Jr.
San Antonio, Texas                             43   Executive Vice President                         --

C. Scott Bartlett, Jr.
Little Falls, New Jersey                       72   Director                                        II

Franklin A. Burke
Doyleston, Pennsylvania                        71   Director                                         I

Harold D. Carter
Dallas, Texas                                  66   Director                                        III

Ralph F. Cox
Ft. Worth, Texas                               72   Director                                        II

Barry J. Galt
Houston, Texas                                 71   Director                                        III

Dennis E. Logue
Norman, Oklahoma                               61   Director                                        II

James C. Phelps
San Antonio, Texas                             82   Director                                         I

Joseph A. Wagda
Danville, California                           61   Director                                        II

                                       5



Executive Officers


         Robert  L.G.  Watson has served as  Chairman  of the Board,  President,
Chief  Executive  Officer and a director of Abraxas  since 1977.  Since  January
2003,  he has served as  Chairman  of the Board,  Chief  Executive  Officer  and
Director of Grey Wolf Exploration Inc. ("Grey Wolf"), an oil and gas exploration
and production company whose shares are listed on the Toronto Stock Exchange and
which was, until February 2005, a wholly-owned  subsidiary of Abraxas.  From May
1996 to  January  2003,  he served  as  President,  Chairman  of the Board and a
director of Grey Wolf  Exploration,  Inc., a former  wholly-owned  subsidiary of
Abraxas  ("Old Grey  Wolf"),  the capital  stock of which was sold by Abraxas in
January 2003. From November 1996 to January 2003, Mr. Watson was Chairman of the
Board,  President  and a director of  Canadian  Abraxas,  a former  wholly-owned
Canadian  subsidiary of Abraxas,  the capital stock of which was sold by Abraxas
in January 2003.  Prior to joining  Abraxas,  Mr. Watson was employed in various
petroleum engineering positions with Tesoro Petroleum  Corporation,  a crude oil
and natural gas exploration and production company,  from 1972 through 1977, and
DeGolyer and MacNaughton,  an independent  petroleum engineering firm, from 1970
to 1972.  Mr.  Watson  received  a  Bachelor  of  Science  degree in  Mechanical
Engineering from Southern Methodist  University in 1972 and a Master of Business
Administration degree from the University of Texas at San Antonio in 1974.

         Chris E.  Williford  was elected Vice  President,  Treasurer  and Chief
Financial  Officer of Abraxas in January 1993,  and as Executive  Vice President
and a director of Abraxas in May 1993. In December 1999, Mr. Williford  resigned
as a director of Abraxas.  From November 1996 to January 2003, Mr. Williford was
Vice President and Assistant Secretary of Canadian Abraxas and Vice President of
Old Grey Wolf.  Prior to joining  Abraxas,  Mr.  Williford  was Chief  Financial
Officer of  American  Natural  Energy  Corporation,  a crude oil and natural gas
exploration  and  production  company,  from July  1989 to  December  1992,  and
President of Clark Resources  Corp., a crude oil and natural gas exploration and
production  company,  from January 1987 to May 1989.  Mr.  Williford  received a
Bachelor of Science  degree in Business  Administration  from  Pittsburgh  State
University in 1973.

         Robert W.  Carington,  Jr. was elected  Executive  Vice President and a
director of Abraxas in July 1998. In December 1999, Mr. Carington  resigned as a
director of Abraxas.  Prior to joining  Abraxas,  Mr.  Carington  was a Managing
Director with Jefferies & Company,  Inc., an investment  banking firm.  Prior to
joining  Jefferies & Company,  Inc. in January  1993,  Mr.  Carington was a Vice
President at Howard, Weil,  Labouisse,  Friedrichs,  Inc., an investment banking
firm. Prior to joining Howard, Weil, Labouisse,  Friedrichs, Inc., Mr. Carington
was a  petroleum  engineer  with  Unocal  Corporation  from  1983 to  1990.  Mr.
Carington  received a Bachelor of Science in  Mechanical  Engineering  from Rice
University  in 1983 and a Master  of  Business  Administration  degree  from the
University of Houston in 1990.

Director Nominees

         C. Scott Bartlett,  Jr., a director of Abraxas since December 1999, has
over 40 years of  commercial  banking  experience,  the most  recent  being with
National  Westminster  Bank  USA,  rising  to the  position  of  Executive  Vice
President,  Senior Lending Officer and Chairman of the Credit Policy  Committee.
Mr.  Bartlett also  currently  serves on the board of NVR, Inc., a regional home
builder,  and  is  active  in  securities  arbitration.  Mr.  Bartlett  attended
Princeton  University,  and  has  a  certificate  in  Advanced  Management  from
Pennsylvania State University.

         Ralph F. Cox, a director of Abraxas since  December  1999,  has over 45
years of oil and gas industry  experience,  over 30 of which was with Arco.  Mr.
Cox  retired  from Arco in 1985  after  serving as Vice  Chairman.  Mr. Cox then
joined what was known as Union Pacific  Resources  prior to its  acquisition  by
Anadarko  Petroleum  in July  2000,  retiring  in 1989 as  President  and  Chief
Operating  Officer.  Mr. Cox then  joined  Greenhill  Petroleum  Corporation  as
President until leaving in 1994 to pursue a consulting business.  Mr. Cox has in
the past and continues to serve on many boards including CH2M Hill Companies, an
engineering  and  construction  firm, and is a trustee for the Fidelity group of
funds.  Mr. Cox earned Petroleum and Mechanical  Engineering  degrees from Texas
A&M University with advanced studies at Emory University.

         Dennis E. Logue,  a director of Abraxas  since April 2003,  is Dean and
Fred E.  Brown  Chair  at the  Michael  F.  Price  College  of  Business  at the
University  of  Oklahoma.  Prior to joining  Price  College in 2001,  he was the
Steven Roth Professor at the Amos Tuck School at Dartmouth  College where he had
been since 1974. He is currently a director of Waddell & Reed Financial, Inc., a
national financial services organization.  He is also on the editorial boards of
several scholarly  journals,  including the Journal of Banking and Finance,  the


                                       6


Journal  of  Portfolio  Management,  and  the  Journal  of  Management  Strategy
Education.  Mr. Logue holds degrees from Fordham College,  Rutgers,  and Cornell
University.

         Joseph A. Wagda,  a director of Abraxas since  December  1999, has been
involved in a variety of business activities over a 30-year career. From 2000 to
the present, Mr. Wagda has been a director of BrightStar  Information Technology
Group, Inc., an information  technology company, and was named Chairman in 2001.
From 2000 to April  2005,  he served as Chief  Executive  Officer of  BrightStar
Information Technology Group, Inc. Mr. Wagda is also an attorney,  president and
principal owner of Altamont Capital Management, Inc., where he has been involved
from  1997  - 2001  in a  number  of  investment  projects  as an  investor  and
consultant,  including  leadership  roles as a member of Campus LLC in 1999-2000
and as managing member of AltaNet Partners, LLC from 2000. Previously, Mr. Wagda
was President and Chief Executive  Officer of American  Heritage Group,  Inc., a
modular home builder, and a Senior Managing Director and co-founder of the Price
Waterhouse corporate finance practice.  He also served with the finance staff of
Chevron  Corporation and in the general  counsel's office at Ford Motor Company.
Mr.  Wagda  received a Bachelor of Science from  Fordham  College,  a Masters of
Business Administration,  with distinction,  from the Johnson Graduate School of
Management, Cornell University, and a JD, with honors, from Rutgers University.

Directors with Terms Expiring in 2006 and 2007

         Franklin A. Burke, a director of Abraxas since June 1992, has served as
President and Treasurer of Venture  Securities  Corporation since 1971, where he
is in charge of research and  portfolio  management.  He has also been a general
partner and director of Burke,  Lawton,  Brewer & Burke, a securities  brokerage
firm, since 1964, where he is responsible for research and portfolio management.
Mr.  Burke  received a Bachelor of Science  degree in Finance  from Kansas State
University in 1955, a Masters  degree in Finance from  University of Colorado in
1960 and studied at the graduate  level at the London  School of Economics  from
1962 to 1963.

         Harold D.  Carter  has served as a director  of Abraxas  since  October
2003.  Mr. Carter has more than 30 years  experience in the oil and gas industry
and has been an independent  consultant  since 1990.  Prior to  consulting,  Mr.
Carter served as Executive  Vice  President of Pacific  Enterprises  Oil Company
(USA).  Before  that,  Mr.  Carter  was  associated  for 20  years  with  Sabine
Corporation,  ultimately  serving as President and Chief Operating  Officer from
1986 to 1989. Mr. Carter  consults for  Associated  Energy  Managers,  Inc. with
respect to its Energy Income Fund, L.P. and is a director of Brigham Exploration
Company and Energy  Partners,  Ltd., both publicly traded oil and gas companies,
and Longview Production Company, a private company. Mr. Carter was a director of
Abraxas  from  1996 to 1999 and  served  as an  advisory  director  from 1999 to
October 2003.

         Barry J. Galt, a director of Abraxas since October 2003,  has served as
a director of Ocean Energy,  Inc., an oil and gas company,  since his retirement
in 1999 until the  acquisition  of Ocean by Devon  Energy  Corporation  in April
2003.  He served as  Chairman  and Chief  Executive  Officer of  Seagull  Energy
Corporation, an oil and gas company, the predecessor to Ocean, from 1983 through
1998, and as Vice Chairman of Seagull from January 1999 until May 1999. Prior to
his  employment  by Seagull,  Mr. Galt acted as  President  and Chief  Operating
Officer of The Williams  Companies,  an oil and gas  company.  Mr. Galt has also
served as a director of Trinity Industries, Inc., a manufacturing company, since
1989, a director of Dynegy Inc., an oil and gas company,  since  September  2002
and a director of Endeavor  International  Corporation,  an oil and gas company,
since 2004.

         James C. Phelps,  a director of Abraxas since December 1983, has been a
consultant to crude oil and natural gas  exploration  and  production  companies
such as Panhandle Producing Company and Tesoro Petroleum Corporation since April
1981. From January 1996 to January 2003, Mr. Phelps served as a director of Grey
Wolf Exploration Inc. From April 1995 to May 1996, Mr. Phelps served as Chairman
of the Board and Chief Executive Officer of Grey Wolf Exploration Inc., and from
January 1996 to May 1996, he served as President of Grey Wolf  Exploration  Inc.
From  March 1983 to  September  1984,  he served as  President  of Osborn  Heirs
Company, a privately-owned crude oil exploration and production company based in
San Antonio.  Mr.  Phelps was President  and Chief  Operating  Officer of Tesoro
Petroleum  Corporation  from  1971 to 1981 and  prior to that  was  Senior  Vice
President and Assistant to the President of Continental Oil Company. He received
a Bachelor of Science degree in Industrial  Engineering  and a Master of Science
degree in Industrial Engineering from Oklahoma State University.

         Robert L.G. Watson, Abraxas' Chairman of the Board, President and Chief
Executive Officer, will serve as a director until his term expires in 2007.


                                       7



Advisory Directors

         The Board has appointed the following individuals as Advisory Directors
to the Board:

         Paul A.  Powell,  Jr.,  age 59, a director of Abraxas from 1987 to 1999
and an advisory  director since 1999, is currently Trustee of the Paul A. Powell
Trust and has served as Vice  President and Director of  Mechanical  Development
Co., Inc. a tool and die production machine company,  since 1984. He also serves
as trustee of 17 investment  trusts. Mr. Powell is a managing partner of Claytor
Equity  Partners,  Cortland  Partners,  JWM Partners,  Emory  Partners,  Burnett
Partners and WMP Partners and President of Somerset Investments, Ltd. Mr. Powell
is also  manager of  Westpoint  (2002)  LLC,  and  co-manager  of Wessex LLC. He
attended  Emory and Henry College and graduated from National  Business  College
with a degree in Accounting.

         Richard M. Riggs,  age 84, a director of Abraxas  from 1985 to 1999 and
an advisory director since 1999, is a self-employed  geological  consultant.  He
served as Vice President of Petro Consultants  Energy  Corporation,  a crude oil
and natural gas  exploration and production  company,  from 1978 to 1984. He was
previously  employed  by  Tesoro  Petroleum   Corporation  as  Exploration  Vice
President  for North  America,  and prior to that time was  Manager of  Domestic
Exploration for Ashland Oil, Inc. Mr. Riggs graduated with a Bachelors degree in
Geology from  Dartmouth  College and a Masters  degree in Geology from  Columbia
University.

         Each Advisory  Director  serves at the pleasure of the Board and may be
terminated as an Advisory Director at any time upon consent of a majority of the
Board of  Directors.  The Advisory  Directors  have the right to receive  timely
notice and  information  regarding and to attend and participate in all meetings
of the Board, but do not have the right to vote at the meetings.  The Board may,
in its discretion  without Advisory Director  consent,  at any meetings at which
any Advisory Director is in attendance,  hold an executive session at which only
the Board,  and no  Advisory  Directors,  are  present.  Except for  purposes of
indemnification, Advisory Directors are not deemed to be "directors" of Abraxas.

Meeting Attendance

         During the fiscal year ended  December 31, 2004,  the Abraxas  Board of
Directors held eight meetings.  All directors attended each meeting,  except Mr.
Galt and Mr. Logue,  who attended  seven meetings  each.  During 2004,  Abraxas'
directors,  other than Mr. Watson,  received compensation for service to Abraxas
as  a  director.  See  "Executive   Compensation--Compensation   of  Directors."
Directors also received  reimbursement  of travel expenses to attend meetings of
the Board of Directors.  Abraxas encourages,  but does not require, directors to
attend the annual meeting of stockholders.  At Abraxas' 2004 Annual Meeting, all
members of the Board were present.

Committees of the Board of Directors

         The Audit  Committee of the Abraxas Board of Directors,  which consists
of Messrs. Bartlett,  Burke, Phelps, and Wagda, met seven times during 2004. The
Board  of  Directors  has  determined  that  each of the  members  of the  Audit
Committee is independent as determined in accordance with the listing  standards
of the  American  Stock  Exchange  and Item  7(d)(3)(iv)  of Schedule 14A of the
Exchange Act. In addition,  the Board of Directors has determined  that C. Scott
Bartlett,  Jr., as defined by SEC rules, is an audit committee financial expert.
The Audit  Committee  Report,  which begins on page 18, more fully describes the
activities and responsibilities of the Audit Committee.

         The Compensation Committee of the Board of Directors, which consists of
Messrs.  Cox,  Logue and Phelps,  met five times during 2004.  The duties of the
Compensation  Committee are to review and make  recommendations  concerning  the
compensation of Abraxas' executive and non-executive  officers. The Compensation
Committee also administers Abraxas' 1993 Key Contributor Stock Option Plan, 1994
Long Term Incentive  Plan,  Directors  Restricted  Share Plan and Director Stock
Option Plan. If approved at the 2005 Annual Meeting, the Compensation  Committee
would also administer the 2005 Non-Employee Directors Long-Term Equity Incentive
Plan.

         The Nominating and Corporate  Governance  Committee,  which consists of
Messrs.  Bartlett,  Burke,  and Cox,  did not meet during  2004.  Subsequent  to
year-end, the Abraxas Board of Directors bifurcated the Nominating and Corporate
Governance  Committee.  The primary  function of the Nominating  Committee is to
assist the Board in identifying,  screening and recruiting qualified individuals
to become Board members and  determining  the  composition  of the Board and its


                                       8


committees,  including recommending nominees for annual stockholders meetings or
to fill vacancies on the Board.

         In February  2005,  the Abraxas Board of Directors  approved a separate
Corporate Governance Committee to consist of Messrs. Carter, Galt and Logue. The
primary  function  of the  Corporate  Governance  Committee  is to  develop  and
maintain  the  corporate  governance  policies of  Abraxas.  Each of the Board's
committees has a written  charter,  and copies of the charters are available for
review on the  Company's  website at  www.abraxaspetroleum.com  in the  Investor
Relations section.

Board Independence

         A majority  of the  members of the Board of  Directors,  as well as all
members  of  the  Audit,  Compensation,   Nominating  and  Corporate  Governance
Committees,  are  "independent,"  as  currently  defined by the  Securities  and
Exchange  Commission and the listing  standards of the American Stock  Exchange.
The Board of Directors also conducts an annual  self-evaluation on key Board and
Committee-related  issues,  which  has  proven  to be a  beneficial  tool in the
process of continuous improvement in Board functioning and communication.

Code of Ethics

         In April 2004,  the Board of Directors  unanimously  approved  Abraxas'
Code of Ethics.  This Code is a statement of Abraxas' high standards for ethical
behavior,  legal compliance and financial  disclosure,  and is applicable to all
directors, officers, and employees. A copy of the Code of Ethics can be found in
its  entirety on Abraxas'  website at  www.abraxaspetroleum.com  in the Investor
Relations  section.  Additionally,  should  there be any  changes to, or waivers
from,  the  Abraxas'  Code of Ethics,  those  changes or waivers  will be posted
immediately on our website at the address noted above.

Stockholder Communications with Board

         The Board of Directors has implemented a process by which  stockholders
may  communicate  with the  Board of  Directors.  Any  stockholder  desiring  to
communicate with the Board of Directors may do so in writing by sending a letter
addressed to The Board of Directors,  c/o The Corporate Secretary. The Corporate
Secretary has been instructed by the Board to promptly forward communications so
received to the members of the Board of Directors.

Nominations

         The  Nominating  Committee is the standing  committee  responsible  for
determining the slate of director  nominees for election by stockholders,  which
the committee  recommends for  consideration by the Board. All director nominees
are approved by the Board prior to annual  proxy  material  preparation  and are
required to stand for election by stockholders  at the next annual meeting.  For
positions on the Board  created by a  director's  leaving the Board prior to the
expiration of his or her current  term,  whether due to death,  resignation,  or
other  inability  to serve,  Article III of the  Company's  Amended and Restated
Bylaws provides that a Director  elected by the Board to fill a vacancy shall be
elected for the unexpired term of his or her predecessor in office.

         The Nominating Committee does not currently utilize the services of any
third party search firm to assist in the  identification  or evaluation of Board
member candidates.  The Nominating Committee may engage a third party to provide
such services in the future, as it deems necessary or appropriate at the time in
question.

         The Nominating Committee determines the required selection criteria and
qualifications  of director  nominees based upon the needs of the Company at the
time  nominees  are  considered.  Minimum  criteria  for  director  nominees are
determined by the Nominating Committee.  A candidate must possess the ability to
apply good business  judgment and must be in a position to properly exercise his
or her  duties of  loyalty  and care.  Candidates  should  also  exhibit  proven
leadership  capabilities,  high  integrity and  experience  with a high level of
responsibility  within  their  chosen  fields,  and have the  ability to quickly
understand  complex  principles  of, but not limited to,  business  and finance.
Candidates with potential  conflicts of interest or who do not meet independence
criteria will be identified  and  disqualified.  The  Nominating  Committee will
consider   these  criteria  for  nominees   identified  by  the  Committee,   by
stockholders,  or through  some other  source.  When current  Board  members are
considered for nomination for  reelection,  the Nominating  Committee also takes


                                       9


into  consideration  their prior Board  contributions,  performance  and meeting
attendance records.

         The  Nominating   Committee  will  consider  qualified  candidates  for
possible nomination that are recommended by stockholders.  Stockholders  wishing
to make such a recommendation may do so by sending the following  information to
the Nominating  Committee,  c/o Corporate Secretary at the address listed above:
(1) name of the candidate with brief  biographical  information and resume;  (2)
contact  information for the candidate and a document evidencing the candidate's
willingness to serve as a director if elected;  and (3) a signed statement as to
the submitting  stockholder's  current status as a stockholder and the number of
shares  currently  held. Any such nomination must comply with the advance notice
provisions  of Abraxas'  Amended  and  Restated  Bylaws.  These  provisions  are
summarized under "Stockholder Proposals for 2006 Abraxas Annual Meeting" on page
25 of this document.

         The  Nominating  Committee  conducts a process of making a  preliminary
assessment  of each  proposed  nominee  based upon the  resume and  biographical
information,  an indication of the  individual's  willingness to serve and other
background  information.  This information is evaluated against the criteria set
forth above as well as the  specific  needs of the  Company at that time.  Based
upon a preliminary assessment of the candidate(s),  those who appear best suited
to meet the needs of the  Company may be invited to  participate  in a series of
interviews, which are used for further evaluation. The Nominating Committee uses
the same process for evaluating all nominees,  regardless of the original source
of the information.

         No candidates for director nominations were submitted to the Nominating
Committee by any stockholder in connection with the 2005 Annual Meeting.

                 SECURITIES HOLDINGS OF PRINCIPAL STOCKHOLDERS,
                        DIRECTORS, NOMINEES AND OFFICERS

         Based upon information received from the persons concerned, each person
known to Abraxas  to be the  beneficial  owner of more than five  percent of the
outstanding  shares of common  stock of Abraxas,  each  director and nominee for
director, each of the named executive officers and all directors and officers of
Abraxas as a group,  owned  beneficially  as of March 31,  2005,  the number and
percentage  of  outstanding  shares of common stock of Abraxas  indicated in the
following table:



Name and Address of Beneficial Owner            Number of Shares (1)                    Percentage (%)
                                                                                      

Venture Securities Corp.                             2,403,770   (2)                          6.52
516 N. Bethlehem Pike
Spring House, PA 19477

Peter S. Lynch                                       1,866,000                                5.07
82 Devonshire St. 58A
Boston, MA 02109

Robert L.G. Watson                                   1,204,980   (3)                          3.22
Franklin A. Burke                                    1,813,270   (4)                          4.92
Harold D. Carter                                        63,098   (4)                             *
James C. Phelps                                        558,332   (5)                          1.51
Chris E. Williford                                     232,948   (6)                             *
Lee T. Billingsley                                     196,605   (7)                             *
Robert W. Carington, Jr.                               518,029   (8)                          1.39
William H. Wallace                                      92,666   (9)                             *
Stephen T. Wendel                                      136,669  (10)                             *
C. Scott Bartlett, Jr.                                  65,000  (11)                             *
Ralph F. Cox                                           335,000  (12)                             *
Joseph A. Wagda                                         75,000  (12)                             *
Barry J. Galt                                           25,000  (13)                             *
Dennis E. Logue                                         25,000  (13)                             *
Paul A. Powell, Jr.                                     54,039  (14)                             *
Richard M. Riggs                                       157,663  (14)                             *
All Officers and Directors as a Group                5,553,299  (3)(4)(5)(6)(7)(8)(9)         14.99
(16 persons)                                                    (10)(11)(12)(13)(14)
------------------
*  Less than 1%


                                       10



(1)      Unless  otherwise  indicated,  all shares are held  directly  with sole
         voting and investment power.
(2)      Includes  1,244,204  shares  with sole  voting  power  held by  Venture
         Securities  and  Franklin A. Burke,  a director of Abraxas and the sole
         owner of Venture  Securities,  and 1,159,566  shares managed by Venture
         Securities on behalf of third parties.
(3)      Includes  36,077  shares  issuable  upon  exercise  of options  granted
         pursuant to Abraxas  Petroleum  Corporation 1993 Key Contributor  Stock
         Option Plan,  579,208 shares  issuable upon exercise of options granted
         pursuant to the Abraxas Petroleum  Corporation 1994 Long Term Incentive
         Plan, and 300 shares in a retirement account.  Does not include a total
         of 75,880  shares  owned by the Robert L G.  Watson,  Jr. Trust and the
         Carey B. Watson Trust, the trustees of which are Mr. Watson's  brothers
         and the  beneficiaries of which are Mr. Watson's  children.  Mr. Watson
         disclaims beneficial ownership of the shares owned by these trusts.
(4)      Includes  30,000  shares  issuable  upon  exercise  of options  granted
         pursuant to the Amended and  Restated  Director  Stock Option Plan (the
         "Director  Option  Plan") and 15,000  shares  issuable upon exercise of
         certain option agreements.
(5)      Includes 340,000 shares owned by Marie Phelps, Mr. Phelps' wife, 88,762
         shares  owned by JMRR LP, a family  limited  partnership  of which  Mr.
         Phelps is the general partner,  16,333 shares issuable upon exercise of
         options granted pursuant to certain option agreements and 30,000 shares
         issuable  upon  exercise of options  granted  pursuant to the  Director
         Option Plan.
(6)      Includes  196,500  shares  issuable  upon  exercise of options  granted
         pursuant to the Abraxas Petroleum  Corporation 1994 Long Term Incentive
         Plan.
(7)      Includes  92,750  shares  issuable  upon  exercise  of options  granted
         pursuant to the Abraxas Petroleum  Corporation 1994 Long Term Incentive
         Plan and 5,000 shares in a retirement account.
(8)      Includes  407,500  shares  issuable  upon  exercise of options  granted
         pursuant to the Abraxas Petroleum  Corporation 1994 Long Term Incentive
         Plan.
(9)      Includes  80,250  shares  issuable  upon  exercise  of options  granted
         pursuant to the Abraxas Petroleum  Corporation 1994 Long Term Incentive
         Plan.
(10)     Includes  97,160  shares  issuable  upon  exercise  of options  granted
         pursuant to the Abraxas Petroleum  Corporation 1994 Long Term Incentive
         Plan.
(11)     Includes  50,000  shares  issuable  upon  exercise  of  certain  option
         agreements.
(12)     Includes  75,000  shares  issuable  upon  exercise  of  certain  option
         agreements.
(13)     Includes  25,000  shares  issuable  upon  exercise  of  certain  option
         agreements.
(14)     Includes  30,000  shares  issuable  upon  exercise  of  certain  option
         agreements.


                             EXECUTIVE COMPENSATION

Compensation Committee Report on Executive Compensation

         The  Compensation  Committee is composed  entirely of directors who are
not employees of Abraxas.  The Committee is  responsible  for  establishing  and
administering the compensation  levels for Abraxas'  executive and non-executive
officers.  The members of the Compensation Committee believe that the ability to
attract and retain qualified  executive and  non-executive  officers and provide
appropriate  incentives  to Abraxas'  executive  and  non-executive  officers is
essential to the long-term success of Abraxas.

         In  determining  executive  compensation,  the  Committee  reviews  the
compensation programs, pay levels and business results of Abraxas as compared to
a peer group of oil and natural gas exploration and production companies,  which
includes those in the William M. Mercer 2004 Energy Compensation Survey.

Compensation Philosophy and Objectives

         The  philosophy   underlying  the  development  and  administration  of
Abraxas'  annual and long-term  compensation  plans is to align the interests of
management with those of Abraxas' stockholders.  Key elements of this philosophy
are:

            o  Establishing  compensation plans that deliver base salaries which
               are  competitive  with the  companies  in the peer group,  within
               Abraxas'  budgetary  constraints and  commensurate  with Abraxas'
               performance  as measured by operating,  financial,  and strategic
               objectives.

                                       11


            o  Providing equity-based incentives for executive and non-executive
               officers to ensure that they are motivated  over the long-term to
               respond to Abraxas'  business  challenges  and  opportunities  as
               owners rather than just as employees.

            o  Rewarding  executive and  non-executive  officers for outstanding
               performance  particularly  where such performance is reflected by
               an increase in the value of Abraxas common stock.

         The compensation currently paid to Abraxas' executive and non-executive
officers consists of base salary,  various employee benefits  (including medical
and life insurance and 401(k) plan benefits generally available to all employees
of Abraxas),  annual cash bonuses,  and grants of stock options and awards under
Abraxas' 1994 Long Term Incentive Plan which we sometimes  refer to as the LTIP.
Abraxas does not have any other deferred  compensation  programs or supplemental
executive  retirement plans. There are also no perquisites  provided to Abraxas'
executive  officers  that  are  not  otherwise  available  to  all  of  Abraxas'
employees.

Elements of the Executive Compensation Program

         Base Salaries.  The Committee believes that Abraxas' base salary levels
for executive officers are consistent with the practices of the companies in the
peer group.  Increases  in base salary  levels from time to time are designed to
reflect competitive  practices in the industry,  Abraxas' financial  performance
and individual performance of the officer.

         In the first quarter of each year, the Chief Executive  Officer submits
to  the  Committee   recommendations  for  salary  adjustments  based  upon  his
subjective  evaluation of individual  performance  and his  subjective  judgment
regarding  setting each  executive  and  non-executive  officer's  salary within
Abraxas'  salary  range.  This range is set by reference to the salaries paid by
the  companies  in the peer group  while  remaining  within  Abraxas'  budgetary
constraints. The companies in the peer group are used to compare Abraxas' salary
structure to that of other  companies  that compete with Abraxas for  executives
but without targeting salaries to be higher, lower, or approximately the same as
those of the companies in the peer group.  The  Committee  does not consider the
performance of any of the companies in the peer group in setting Abraxas' salary
structure.

         Annual Bonuses. In 2003, the Board of Directors adopted an annual bonus
plan,  which  established  certain criteria for the payment of annual bonuses to
the senior  management of Abraxas.  Under the plan, each participant is given an
annual bonus  opportunity  based on the achievement of a goal related to the Net
Asset Value  ("NAV"),  on a per share  basis,  of the  Company's  common  stock,
established by the Board of Directors  after  assessing  recommendations  by the
Chief Executive Officer. Bonuses may be paid in cash, stock, or a combination of
both. For Messrs.  Watson,  Williford,  and Carington,  the bonus will equal the
percentage  increase in NAV per share over the previous year's NAV per share for
the first 10%  increase  and twice the  percentage  increase  thereafter  with a
maximum award for any one year of 70% of annual  salary.  In 1994,  the Board of
Directors adopted an annual cash bonus plan, which established  certain criteria
for the payment of annual cash bonuses to all vice  president  level officers of
Abraxas. The plan was amended in 1997, 1999 and again in 2003. Under the plan as
amended,  each  participant  is given an annual bonus  opportunity  based on the
achievement of certain goals.  For Mr.  Wallace and Dr.  Billingsley,  the bonus
could be as high as 25% of base salary if all goals are attained.  The amount of
the bonuses to be paid to Mr. Wallace and Dr. Billingsley, if any, will be based
upon  attaining  goals  set  by the  Board  of  Directors  after  assessing  the
recommendations of management for EBITDA,  General and Administrative  expenses,
and  Finding  Costs.  If  all  performance  goals  are  met  or  exceeded,  each
participant can earn additional bonuses of up to 25% of base salary.  Under both
plans,  the  board  has the  prerogative  to  adjust  the  bonus  earned  by any
participant,  including Messrs. Watson,  Williford,  Carington,  Wallace and Dr.
Billingsley,  to take into account extraordinary factors not contemplated by the
respective  bonus plans when the impact of such  contributions or factors cannot
be adequately reflected by the bonus determined under the methodology  described
above and to determine the cash and/or share component of any earned awards. For
2004, the goal for General and Administrative  expense was met and the following
bonuses were earned:

                Name                                   Bonus Amount
                ----                                   ------------
                Robert L.G. Watson                              $ 0
                Chris E. Williford                                0
                Robert W. Carington, Jr.                          0
                Lee T. Billingsley                           12,093
                William H. Wallace                           12,093


                                       12


         Long-Term  Incentives.  In 1994, the board adopted the LTIP in order to
compensate  executive and  non-executive  officers and employees who  contribute
significantly  to the  operation  of Abraxas.  Up to an  aggregate  of 5,000,000
shares of Abraxas  common stock are available for issuance  under the LTIP.  The
LTIP makes  available  to the  Committee a number of  incentive  devices such as
incentive  stock options and  non-qualified  stock options,  stock  appreciation
rights,  restricted stock,  performance  units,  performance shares and dividend
units. The Committee adopts  administrative  guidelines from time to time, which
define specific eligibility criteria, the types of awards to be employed and the
value  of  such  awards.   Specific  terms  of  each  award,  including  minimum
performance  criteria,  which must be met to receive  payment,  are  provided in
individual  award agreements  granted to each award recipient.  Award agreements
also contain change in control  provisions.  Option holdings and previous awards
are not taken into account.

         The board  believes that the LTIP has given Abraxas the  flexibility to
structure awards to meet Abraxas' business needs. In making long-term  incentive
awards under the LTIP, the Committee seeks to ensure that the total compensation
package, including cash compensation,  is competitive with the compensation paid
by the companies  included in the Mercer Survey,  yet  substantially  contingent
upon the  conclusion of individual and corporate  efforts to produce  attractive
long-term returns to Abraxas stockholders.

         CEO  Compensation.  Mr.  Watson's  salary  in  2004  was  based  on the
Committee's  evaluation  of his  performance  and  Abraxas'  performance,  after
reviewing  competitive  salary  data from the  companies  included in the Mercer
Survey and Abraxas' budgetary constraints.  The Committee's determination of Mr.
Watson's  total  salary  was based  upon the  salaries  paid to chief  executive
officers of the companies included in the Mercer Survey and the salary structure
of Abraxas.

         In  connection  with  Abraxas'  January 2003  financial  restructuring,
certain  former  noteholders  had  required  that  Abraxas  re-price  all of its
outstanding  stock options to $0.66 per share,  except for those options held by
Mr. Watson.  Only one-half of Mr.  Watson's  options were so re-priced.  At that
time,  the former  noteholders  gave the Abraxas  Board the  discretion to grant
certain options to purchase  Abraxas' 11 1/2% secured notes due 2007, which were
being issued in connection with the January 2003 financial restructuring, to Mr.
Watson.  The  Board  determined  that it would not be in the best  interests  of
Abraxas  and its  stockholders  to grant the note  options to Mr.  Watson as the
notes  issuable  pursuant  to the note  options  would have  increased  Abraxas'
indebtedness  and the Board believed that the issuance of the note options would
have created a conflict of interest for Mr. Watson as his  interests  could have
been seen to be  aligned  with  those of the  noteholders  rather  than with the
shareholders  of Abraxas.  In October  2004,  Abraxas  successfully  completed a
recapitalization  that included the  redemption of the Abraxas' 11 1/2 % secured
notes due 2007. After the conclusion of the 2004 refinancing,  the Board and Mr.
Watson engaged in a dialogue  regarding a potential bonus to Mr. Watson relating
to the successful  completion of the refinancing.  Based upon the foregoing,  on
February 16, 2005,  the Board  approved the payment of a one-time  discretionary
bonus to Mr.  Watson of  $490,000  for his  leadership  in  concluding  Abraxas'
October  2004  refinancing  as  well as the  completion  of the  initial  public
offering by Grey Wolf. In determining  the amount to be paid to Mr. Watson,  the
Board  considered the potential value that Mr. Watson's shares would have had if
all of his stock options had been re-priced,  approximately $490,000, in January
2003.

         Review  of  and  Conclusion   Regarding  all  Components  of  Executive
Compensation. The Committee has reviewed all components of Mr. Watson's and each
of  Abraxas'  four most  highly  compensated  executive  officers  compensation,
including  salary,   bonus,   equity  and  long-term   incentive   compensation,
accumulated realized and unrealized stock option and restricted stock gains, the
dollar value to the  executive  and the cost to Abraxas of all  perquisites  and
other  personal  benefits and any lump-sum  payments  that may be payable  under
their respective employment agreements due to termination of their employment or
a  change-in-control  of Abraxas.  Furthermore,  due to public concerns over the
perceived inflation of CEO compensation and the divergence between  compensation
paid to CEOs and the average  employee,  generally,  the Committee  reviewed Mr.
Watson's total compensation package with an eye toward internal consistency with
compensation paid to Abraxas' other executive officers and employees generally.

         Based upon the Committee's review, the Committee finds Mr. Watson's and
the four other most highly compensated executive officers' total compensation in
the aggregate to be reasonable and not excessive.

                                       13





         Policy on Deductibility of Compensation.  In 1993, the federal tax laws
were  amended to limit the  deduction  a  publicly-held  company is allowed  for
compensation  paid to the chief  executive  officer  and to the four most highly
compensated   executive   officers  other  than  the  chief  executive  officer.
Generally,  amounts paid in excess of $1 million to a covered  executive,  other
than performance-based compensation,  cannot be deducted. In order to constitute
performance-based  compensation  for  purposes of the tax law,  the  performance
measures must be approved by the stockholders. Since Abraxas does not anticipate
that the  compensation  for any  executive  officer  will  exceed the $1 million
threshold in the near term,  stockholder  approval necessary to maintain the tax
deductibility of compensation at or above that level is not being requested. The
Compensation  Committee  will  reconsider  this  matter if  compensation  levels
approach  this  threshold,  in  light  of the  tax  laws  then  in  effect.  The
Compensation  Committee  will  consider  ways to maximize the  deductibility  of
executive  compensation,  while retaining the discretion necessary to compensate
executive officers in a manner commensurate with performance and the competitive
environment for executive talent.


         This report is submitted by the members of the Compensation Committee.

                                  James C. Phelps, Chairman
                                  Ralph F. Cox
                                  Dennis E. Logue


Compensation Summary

         The following table sets forth a summary of compensation for the fiscal
years  ended  December  31,  2004,  2003 and 2002 paid by Abraxas to Robert L.G.
Watson, Abraxas' Chairman of the Board, President,  and Chief Executive Officer,
Chris E. Williford,  Abraxas' Executive Vice President, Chief Financial Officer,
and Treasurer,  Robert W. Carington, Jr., Abraxas' Executive Vice President, Lee
T.  Billingsley,  Abraxas'  Vice -  President  Exploration,  and to  William  H.
Wallace, Abraxas' Vice President - Operations.

Summary Compensation Table



                                                                                                      Long Term
                                                                                                    Compensation
                                                                                                       Awards -
                                                                                                     Securities
                                                                                                     Underlying
   Name and Principal Position                 Year         Salary($)           Bonus($)             Options (#)
                                               ----         ---------           --------                        
                                                 Annual Compensation
   ----------------------------------------------------------------------------------------------------------------
                                                                                                
   Robert L.G. Watson,                         2004              $308,433                   $0                   0
   Chairman of the Board,                      2003              $291,750             $200,200 (1)               0
   President and Chief Executive Officer       2002              $271,442              $24,592              90,000
   ----------------------------------------------------------------------------------------------------------------
   Chris E. Williford,                         2004              $186,894                   $0                   0
   Executive Vice President,                   2003              $175,615             $120,400 (2)               0
   Chief Financial Officer and Treasurer       2002              $163,653              $14,848              43,000
   ----------------------------------------------------------------------------------------------------------------
   Robert  W. Carington, Jr.,                  2004              $235,558                   $0                   0
   Executive Vice President                    2003              $225,961             $154,000 (3)               0
                                               2002              $215,577              $19,488              55,000
   ----------------------------------------------------------------------------------------------------------------
   Lee T. Billingsley                          2004              $178,442              $12,093                   0
   Vice President-                             2003              $168,346              $42,023 (4)          15,000
   Exploration                                 2002              $156,885               $9,792              22,000
   ----------------------------------------------------------------------------------------------------------------
   William H. Wallace,                         2004              $178,442              $12,093                   0
   Vice President-                             2003              $168,346              $42,023 (4)          15,000
   Operations                                  2002              $156,885               $9,792              22,000
   ----------------------------------------------------------------------------------------------------------------


(1) Of this amount, $177,719 was paid in cash and $22,481 in restricted stock. *
(2) Of this amount, $101,051 was paid in cash and $19,349 in restricted stock. *
(3) Of this amount, $121,211 was paid in cash and $32,789 in restricted stock. *
(4) Of this amount, $32,123 was paid in cash and $9,900 in restricted stock. *

                                       14


     * The number of shares of stock was determined  based upon a price of $2.69
     per share, which was the closing price of the Company's common stock on the
     AMEX on April 15, 2004.

Grants of Stock  Options and Stock  Appreciation  Rights  During the Fiscal Year
Ended December 31, 2004

         Pursuant to the Abraxas  Petroleum  Corporation  1984  Incentive  Stock
Option  Plan  (the "ISO  Plan"),  the  Abraxas  Petroleum  Corporation  1993 Key
Contributor  Stock  Option Plan (the "1993  Plan"),  and the  Abraxas  Petroleum
Corporation  1994 Long Term Incentive  Plan (the "LTIP"),  Abraxas grants to its
employees  and  officers  (including  its  directors  who  are  also  employees)
incentive stock options and non-qualified stock options.  The ISO Plan, the 1993
Plan, and the LTIP are administered by the Compensation  Committee which,  based
upon the recommendation of the Chief Executive Officer, determines the number of
shares subject to each option.

         No  options  were  granted  to Messrs.  Watson,  Williford,  Carington,
Wallace or Dr. Billingsley during 2004.

Aggregated Option Exercises in Fiscal 2004 and Fiscal Year End Option Values

         The table below contains certain  information  concerning  exercises of
stock options during the fiscal year ended December 31, 2004, by Messrs. Watson,
Williford,  Carington  and Wallace and Dr.  Billingsley  and the fiscal year end
value of unexercised options held by Messrs.  Watson,  Williford,  Carington and
Wallace and Dr. Billingsley.



                         Option Exercises in Fiscal Year

                                                                                        
                                Shares          Valu         Number of Unexercised           Value of Unexercised
                             Acquired By      Realized      Options on December 31,2004   Options on December 31, 2004 
 Name                         Exercise (#)        ($)       (#)Exercisable/Unexercisable  ($)Exercisable/Unexercisable
----------------------------------------------------------------------------------------------------------------------
                                                                                     
Robert L.G. Watson              1,406             0             660,285/63,428              643,501/71,806
----------------------------------------------------------------------------------------------------------------------
Chris E. Williford                0               0             211,500/26,500              351,305/44,205
----------------------------------------------------------------------------------------------------------------------
Robert W. Carington, Jr.          0               0             402,500/32,500              668,425/54,225
----------------------------------------------------------------------------------------------------------------------
Lee T. Billingsley              25,000            0              89,000/26,000              147,775/43,045
----------------------------------------------------------------------------------------------------------------------
William H. Wallace                0               0              76,500/26,000              127,025/43,045
----------------------------------------------------------------------------------------------------------------------



Securities Authorized for Issuance Under Equity Compensation Plans

         The following chart gives aggregate information regarding grants under
all equity compensation plans of the Company through December 31, 2004.



                                        Equity Compensation Plan Information
                                                                                           Number of Securities
                                                                                          Remaining Available for
                                   Number of Securities to       Weighted-Average      Future Issuance under Equity
                                   be Issued upon Exercise      Exercise Price of           Compensation Plans
                                   of Outstanding Options,     Outstanding Options,        (Excluding Securities
                                     Warrants and Rights       Warrants and Rights       Reflected in Column (a))
          Plan Category                      (a)                       (b)                          (c)

                                                                                              
Equity compensation plans                 2,353,578                   $0.94                      2,404,974
approved by security holders

Equity compensation plans not           1,540,000 (1)                 $0.32                          0
approved by security holders


(1) Includes  540,000 shares issuable  pursuant to options granted to certain of
Abraxas'  directors as described below under  "Compensation of Directors." Other
than the amount of shares and the exercise  price,  the options  were  generally
granted upon the same terms.  The options expire no later than 10 years from the


                                       15


grant date, become vested and exercisable in one-third  increments as of each of
the first and second  anniversaries of the grant date, and as of the earliest to
occur of (i) the date on which the optionee is replaced as a director of Abraxas
as a result  of the  expiration  of the  optionee's  term and not as a result of
optionee's  death,  disability,  resignation  or removal from Abraxas'  Board of
Directors for cause in accordance with Abraxas' Articles of  Incorporation,  and
optionee's successor as a director of Abraxas is duly elected and qualified,  or
(ii) the third  anniversary of the grant date.  Also includes  1,000,000  shares
which were issuable pursuant to warrants issued to Guggenheim Corporate Funding,
LLC at a  purchase  price of $0.01 in  connection  with  Abraxas'  October  2004
refinancing. These warrants were fully exercised by Guggenheim on March 31, 2005
by means of a  cashless  exercise  and the  Company  issued  996,479  shares  to
Guggenheim.

Employment Agreements

         Abraxas has entered  into  employment  agreements  with each of Messrs.
Watson,  Williford,  Carington, and Wallace and with Dr. Billingsley pursuant to
which  each  of  Messrs.  Watson,  Williford,  Carington,  and  Wallace  and Dr.
Billingsley  will receive  compensation  as determined  from time to time by the
board in its sole discretion.

         The employment agreements for Messrs. Watson,  Williford, and Carington
are  scheduled to terminate  on December  21, 2005,  and shall be  automatically
extended for additional one-year terms unless Abraxas gives the officer 120 days
notice prior to the expiration of the original term or any extension  thereof of
its intention not to renew the employment agreement.  If, during the term of the
employment  agreements  for each of such officers,  the officer's  employment is
terminated by Abraxas other than for cause or  disability,  by the officer other
than by reason of such  officer's  death or retirement,  or by the officer,  for
"Good Reason" (as defined in each officer's  respective  employment  agreement),
then such  officer  will be entitled to receive a lump sum payment  equal to the
greater of (a) his annual base salary for the last full year during which he was
employed by Abraxas or (b) his annual base salary for the  remainder of the term
of each of their respective employment agreements.

         If a  change  of  control  occurs  during  the  term of the  employment
agreement for Mr. Watson, Mr. Williford, or Mr. Carington,  and if subsequent to
such change of control, such officer's employment is terminated by Abraxas other
than for cause or disability,  by reason of the officer's death or retirement or
by such  officer,  for Good  Reason,  then such  officer will be entitled to the
following, as applicable:

         Mr. Watson:


                  (1) if such  termination  occurs prior to the end of the first
                  year of the initial term of his employment  agreement,  a lump
                  sum payment equal to five times his annual base salary;

                  (2) if such termination occurs after the end of the first year
                  of the initial term of his  employment  agreement but prior to
                  the  end  of  the  second  year  of the  initial  term  of his
                  employment  agreement,  a lump sum payment equal to four times
                  his annual base salary;

                  (3) if such  termination  occurs  after the end of the  second
                  year of the initial term of his employment agreement but prior
                  to the  end of the  third  year  of the  initial  term  of his
                  employment agreement,  a lump sum payment equal to three times
                  his annual base salary; and

                  (4) if such termination occurs after the end of the third year
                  of the  initial  term of his  employment  agreement a lump sum
                  payment equal to 2.99 times his annual base salary.

         Mr. Williford or Mr. Carington:


                  (1) if such  termination  occurs prior to the end of the first
                  year  of  the  initial  term  of  the   officer's   employment
                  agreement,  a  lump  sum  payment  equal  to  four  times  the
                  officer's annual base salary;

                  (2) if such termination occurs after the end of the first year
                  of the initial term of the officer's  employment agreement but
                  prior to the end of the second year of the initial term of the
                  employment agreement,  a lump sum payment equal to three times
                  the officer's annual base salary; and


                  (3) if such  termination  occurs  after the end of the  second
                  year  of  the  initial  term  of  the   officer's   employment
                  agreement,  a  lump  sum  payment  equal  to  2.99  times  the
                  officer's annual base salary.

                                       16


         Abraxas has entered into employment agreements with Mr. Wallace and Dr.
Billingsley  pursuant  to which each of Mr.  Wallace  and Dr.  Billingsley  will
receive  compensation  as determined  from time to time by the board in its sole
discretion.  The  employment  agreements,  originally  scheduled to terminate on
December 31, 1998 for Dr.  Billingsley  and  December 31, 2000 for Mr.  Wallace,
were automatically  extended and will terminate on December 31, 2005, and may be
automatically extended for an additional year if by December 1 of the prior year
neither  Abraxas  nor Mr.  Wallace or Dr.  Billingsley,  as the case may be, has
given notice to the contrary. Except in the event of a change in control, at all
times during the term of the employment  agreements,  each of Mr.  Wallace's and
Dr. Billingsley's employment is at will and may be terminated by Abraxas for any
reason without notice or cause. If a change in control occurs during the term of
the employment  agreement or any extension  thereof,  the expiration date of Mr.
Wallace's and Dr. Billingsley's  employment agreement is automatically  extended
to a date no earlier  than three  years  following  the  effective  date of such
change in control.  If,  following a change in control,  either Mr. Wallace's or
Dr.  Billingsley's  employment is terminated other than for Cause (as defined in
each of the  employment  agreements)  or  Disability  (as defined in each of the
Employment Agreements), by reason of Mr. Wallace's or Dr. Billingsley's death or
retirement or by Mr.  Wallace or Dr.  Billingsley,  as the case may be, for Good
Reason (as defined in each of the  employment  agreements),  then the terminated
officer will be entitled to receive a lump sum payment  equal to three times his
annual base salary.

         If any  lump sum  payment  to  Messrs.  Watson,  Williford,  Carington,
Wallace,  or Dr.  Billingsley  would  individually  or  together  with any other
amounts paid or payable  constitute  an "excess  parachute  payment"  within the
meaning of Section 280G of the Internal  Revenue Code of 1986,  as amended,  and
applicable  regulations there under, the amounts to be paid will be increased so
that Messrs. Watson, Williford,  Carington,  Wallace, or Dr. Billingsley, as the
case may be, will be entitled to receive the amount of compensation  provided in
his contract after payment of the tax imposed by Section 280G.

Compensation of Directors

         Stock  Options.  In 1999,  Messrs.  Bartlett,  Cox, and Wagda were each
granted  options to purchase  75,000 shares of common stock at an exercise price
of $0.98 per share.  In April 2003,  Mr.  Logue was granted  options to purchase
75,000  shares of common  stock at an  exercise  price of $0.68,  Mr.  Burke was
granted  options to purchase  45,000 shares of common stock at an exercise price
of $0.68 and Mr. Phelps was granted  options to purchase 43,000 shares of common
stock at an exercise price of $0.68.  In September  2003, Mr. Carter was granted
options to  purchase  45,000  shares of common  stock and Mr.  Galt was  granted
options to purchase  75,000 shares of common stock both at an exercise  price of
$1.01.

         Other Compensation.  During 2004, each director who was not an employee
of Abraxas or its  affiliates,  received  an annual fee of $8,000  prorated  for
January through May and $12,000  annually,  prorated for June through  December.
Each director  including  advisory directors also received $1,000 for each board
meeting  attended  through May and $1,500 for each meeting attended June through
December.  Each director also received $500 for each committee  meeting attended
through  May and  $1,000  for  each  meeting  attended  June  through  December.
Aggregate  fees paid to directors and advisory  directors in 2004 were $222,733.
Except  for  the  foregoing,   the  directors  of  Abraxas   received  no  other
compensation  for  services as  directors,  except for  reimbursement  of travel
expenses to attend board meetings.

Section 16(a) Beneficial Ownership Reporting Compliance

         Section  16(a) of the  Exchange  Act requires  Abraxas'  directors  and
executive  officers and persons who own more than 10% of a  registered  class of
Abraxas equity  securities to file with the  Securities and Exchange  Commission
and the AMEX initial reports of ownership and reports of changes in ownership of
Abraxas common stock. Officers,  directors and greater than 10% stockholders are
required  by SEC  regulation  to furnish  us with  copies of all such forms they
file. Based solely on a review of the copies of such reports furnished to us and
written  representations  that no other reports were required,  Abraxas believes
that all its directors and executive  officers  during 2004 complied on a timely
basis  with  all  applicable  filing  requirements  under  Section  16(a) of the
Exchange Act.


                                       17


Performance Graph

         Set forth below is a  performance  graph  comparing  yearly  cumulative
total stockholder  return on the Abraxas common stock with (a) the monthly index
of stocks  included  in the  Standard  and  Poor's  500 Index and (b) the Energy
Capital Solutions Index (the "ECS Index") of stocks of crude oil and natural gas
exploration and production  companies with a market  capitalization of less than
$400 million (the "Comparable  Companies").  The Comparable Companies are: Adams
Resources  & Energy  Inc.;  Callon  Petroleum  Company;  Carrizo Oil & Gas Inc.;
Clayton  Williams Energy Inc.;  Double Eagle Petroleum  Company;  Edge Petroleum
Corporation; Contango Oil & Gas Company; Mission Resources Corporation; Markwest
Hydrocarbon  Inc.;  NGAS  Resources  Inc.;   Parallel   Petroleum   Corporation;
Petroquest Energy Inc.; and Quest Resource Corporation.

         All of these cumulative  total returns are computed  assuming the value
of the  investment in Abraxas common stock and each index as $100.00 on December
31,  1999,  and the  reinvestment  of  dividends  at the  frequency  with  which
dividends were paid during the applicable  years.  The years compared are, 2000,
2001, 2002, 2003 and 2004.

                                [OBJECT OMITTED]

    ECS Index                  S&P 500                      ABP
   12/31/1999        $100    12/31/1999        $100     12/31/1999         $100
    3/31/2000     $113.89     3/31/2000     $102.00      3/31/2000      $240.00
    6/30/2000     $165.53     6/30/2000      $99.00      6/30/2000      $160.00
    9/30/2000     $219.73     9/30/2000      $97.77      9/30/2000      $413.33
   12/30/2000     $193.22    12/30/2000      $89.86     12/30/2000      $466.67
    3/30/2001     $156.17     3/30/2001      $78.97      3/30/2001      $544.00
    6/30/2001     $143.72     6/30/2001      $83.34      6/30/2001      $337.07
    9/30/2001      $95.39     9/30/2001      $70.85      9/30/2001      $205.87
   12/30/2001     $103.55    12/30/2001      $79.02     12/30/2001      $138.67
    3/30/2002     $111.37     3/30/2002      $78.09      3/30/2002      $141.87
    6/30/2002      $93.62     6/30/2002      $67.37      6/30/2002       $80.00
    9/30/2002      $78.24     9/30/2002      $55.49      9/30/2002       $80.00
   12/30/2002      $87.08    12/30/2002      $59.85     12/30/2002       $55.47
    3/30/2003      $81.71     3/30/2003      $58.77      3/30/2003       $70.40
    6/30/2003     $121.85     6/30/2003      $66.33      6/30/2003      $115.20
    9/30/2003     $131.98     9/30/2003      $67.79      9/30/2003       $96.00
   12/30/2003     $188.83    12/30/2003      $75.52     12/30/2003      $130.13
    3/30/2004     $206.61     3/30/2004      $76.71      3/30/2004      $275.20
    6/30/2004     $212.04     6/30/2004      $77.65      6/30/2004      $177.07
    9/30/2004     $209.54     9/30/2004      $75.86      9/30/2004      $227.20
   12/30/2004     $230.70    12/30/2004      $82.60     12/30/2004      $245.33
    3/30/2005     $285.65     3/30/2005      $80.98      3/30/2005      $289.07


                 Dec-99     Dec-00     Dec-01     Dec-02      Dec-03      Dec-04
   ECS Index     100.00     193.22     103.55      87.08      188.83      230.70
   S&P 500       100.00      89.86      79.02      59.85       75.52       82.60
   ABP           100.00     466.67     138.67      55.47      130.13      245.33



                             AUDIT COMMITTEE REPORT

         The Audit Committee  reviews Abraxas'  financial  reporting  process on
behalf of the Board of Directors.  Management has the primary responsibility for
the  financial  statements  and the reporting  process,  including the system of
internal controls.  The Audit Committee is responsible for engaging  independent
auditors  to perform an  independent  audit of Abraxas'  consolidated  financial
statements in accordance with generally  accepted  accounting  principles and to
issue a report  thereon.  The Committee  reviews and oversees  these  processes,
including oversight of (i) the integrity of Abraxas' financial statements,  (ii)
Abraxas'  independent  auditors'  qualifications  and  independence,  (iii)  the
performance of Abraxas'  independent  auditors and (iv) Abraxas' compliance with
legal and regulatory requirements.

                                       18


         In this context, the Committee met and held discussions with management
and the  independent  auditors.  Management  represented  to the Committee  that
Abraxas'  consolidated  financial  statements  were prepared in accordance  with
accounting principles generally accepted in the United States, and the Committee
reviewed and discussed the consolidated financial statements with management and
the  independent  auditors.  The Committee also  discussed with the  independent
auditors the matters required to be discussed by Statement on Auditing Standards
No. 61  (Codification  of  Statements  on Auditing  Standards,  AU ss. 380),  as
amended.

         In addition,  the Committee discussed with the independent auditors the
auditors'  independence  from Abraxas and its  management,  and the  independent
auditors  provided to the Committee the written  disclosures and letter required
by the  Independence  Standards Board Standard No. 1  (Independence  Discussions
With Audit Committees).

         The Committee  also discussed  with Abraxas'  independent  auditors the
overall  scope and  plans for their  respective  audit.  The  Committee  met the
independent  auditors,  with and  without  management  present,  to discuss  the
results of their  examinations,  the evaluations of Abraxas' internal  controls,
and the overall quality of Abraxas' financial reporting.

         Based on the reviews and discussions  referred to above,  the Committee
recommended  to the Board of  Directors,  and the board has  approved,  that the
audited financial  statements be included in Abraxas' Annual Report on Form 10-K
for the year ended  December  31,  2004,  for  filing  with the  Securities  and
Exchange Commission. The Committee and the board also have recommended,  subject
to stockholder ratification,  the selection of Abraxas' independent auditors for
fiscal year 2005.


         This report is submitted by the members of the Audit Committee.

                               C. Scott Bartlett, Jr., Chairman
                               Franklin A. Burke
                               James C. Phelps
                               Joseph A. Wagda


                       PRINCIPAL AUDITOR FEES AND SERVICES

         Audit  Fees.  The  aggregate  fees  billed  for  professional  services
rendered  by BDO  Seidman,  LLP for  the  audit  of  Abraxas'  annual  financial
statements  for the years ended December 31, 2004 and December 31, 2003, and the
reviews of the condensed  financial  statements  included in Abraxas'  quarterly
reports on Form 10-Q for the years  ended  December  31, 2004 and  December  31,
2003, were $226,374 and $240,870, respectively.

         Audit-Related  Fees. The aggregate fees billed by BDO Seidman,  LLP for
assurance and related  services that were reasonably  related to the performance
of the audit or review of Abraxas' financial  statements and are not reported in
"audit fees" above, for the years ended December 31, 2004 and December 31, 2003,
were $171,131 a0nd $87,394, respectively.  These fees were for services provided
by BDO Seidman,  LLP related to consulting  services associated with determining
the appropriate accounting treatment of various transactions.

         Tax Fees.  BDO  Seidman,  LLP did not provide  tax  services to Abraxas
during 2004 and 2003 other than those related to auditing the tax  provisions of
Abraxas' financial statements.

         All Other Fees. There were no aggregate fees billed for other services,
exclusive of the fees  disclosed  above  relating to financial  statement  audit
services,  rendered by BDO Seidman, LLP during the years ended December 31, 2004
or December 31, 2003.

         Consideration  of  Non-audit   Services  Provided  by  the  Independent
Auditors.  The Audit Committee has considered  whether the services provided for
non-audit   services  are  compatible  with   maintaining  BDO  Seidman,   LLP's
independence,  and has  concluded  that the  independence  of such firm has been
maintained.

                                       19

                       AUDIT COMMITTEE PRE-APPROVAL POLICY

         The Audit Committee's policy is to pre-approve all audit, audit-related
and non-audit services provided by the independent auditors.  These services may
include audit services, audit-related services, tax services and other services.
The Audit Committee may also pre-approve  particular  services on a case-by-case
basis. The independent auditors are required to periodically report to the Audit
Committee regarding the extent of services provided by the independent  auditors
in  accordance  with such  pre-approval.  The Audit  Committee may also delegate
pre-approval authority to one or more of its members. Such member(s) must report
any  decisions to the Audit  Committee at the next  scheduled  meeting. 

                              CERTAIN TRANSACTIONS

         Abraxas has adopted a policy that transactions, between Abraxas and its
officers, directors,  principal stockholders, or affiliates of any of them, will
be on terms no less favorable to Abraxas than can be obtained on an arm's length
basis in transactions  with third parties and must be approved by the vote of at
least a majority of the disinterested  directors.  Since July 2002,  Abraxas has
not  permitted  any loans to officers,  directors,  principal  stockholders,  or
affiliates of any of them.




                                       20

                                  PROPOSAL TWO

          Approval of 2005 Non-Employee Directors Equity Incentive Plan

         General.  On February 16, 2005,  subject to stockholder  approval,  the
Abraxas  Board of  Directors  adopted the  Abraxas  Petroleum  Corporation  2005
Non-Employee  Directors  Long-Term  Equity  Incentive Plan (the "2005  Directors
Plan"),  the full  text of  which  is set  forth  in  Appendix  A to this  Proxy
Statement.  The following summary of the 2005 Directors Plan is qualified in its
entirety by reference  to Appendix A. The  effectiveness  of the 2005  Directors
Plan is subject to approval by Abraxas stockholders.

         Purpose.  The  purpose of the 2005  Directors  Plan is to  attract  and
retain  members of the Board of Directors  and to promote the growth and success
of Abraxas by aligning the  long-term  interests of the Board of Directors  with
those of  Abraxas'  stockholders  by  providing  an  opportunity  to  acquire an
interest in Abraxas and by providing  both rewards for  exceptional  performance
and long term incentives for future contributions to the success of Abraxas.

         Administration  and  Eligibility.  The  2005  Directors  Plan  will  be
administered  by the  Compensation  Committee (the  "Committee") of the Board of
Directors and authorizes the Board to grant non-qualified stock options or issue
restricted  stock to those  persons who are  non-employee  directors of Abraxas,
including advisory  directors of Abraxas,  which currently amounts to a total of
ten people.

         Shares  Reserved and Awards.  The 2005 Directors Plan reserves  900,000
shares of Abraxas common stock,  subject to adjustment following certain events,
as discussed  below.  The 2005  Directors  Plan  provides that each year, at the
first regular meeting of the Board of Directors  immediately  following Abraxas'
annual  stockholder's  meeting,  each non-employee  director shall be granted or
issued awards of 10,000 shares of Abraxas  common stock,  for  participation  in
Board and Committee  meetings  during the previous  calendar  year.  The maximum
annual award for any one person is 10,000  shares of Abraxas  common  stock.  If
options, as opposed to shares, are awarded, the exercise share price shall be no
less  than  100% of the fair  market  value on the date of the  award  while the
option terms and vesting schedules are at the discretion of the Committee.

         Option Exercise.  An option is exercised when proper notice of exercise
has been given to Abraxas,  or the brokerage  firm or firms approved by Abraxas,
if any, to facilitate exercises and sales under the 2005 Directors Plan and full
payment for the shares with  respect to which the option is  exercised  has been
received  by  Abraxas  or the  brokerage  firm  or  firms,  as  applicable.  The
consideration  to be paid and the method of payment,  shall be determined by the
Committee and may include:  (i) a cashless exercise,  whereby the exercise price
is paid to Abraxas  from the  proceeds  of a  same-day  sale of a portion of the
stock  underlying  the option;  (ii) cash;  and (iii) tender of shares of common
stock owned by the  participant.  Option  shares used to pay the exercise  price
shall be valued at their fair market value on the exercise date.  Payment of the
aggregate exercise price by means of tendering previously-owned shares of common
stock shall not be  permitted  when the same may, in the  reasonable  opinion of
Abraxas, cause Abraxas to record a loss or expense as a result thereof.

         Stockholder Rights.  Except as otherwise provided in the 2005 Directors
Plan, until the issuance of the share certificates  evidencing the award shares,
no right to vote or receive dividends or any other rights as a stockholder shall
exist with respect to the award shares.

         Transferability of Awards. An award may not be sold, pledged, assigned,
hypothecated,  transferred, or disposed of in exchange for consideration, except
that  an  award  may be  transferred  by  will  or by the  laws  of  descent  or
distribution and may be exercised, during the lifetime of the participant,  only
by the participant,  unless the Committee permits further transferability,  on a
general or specific basis, in which case the Committee may impose conditions and
limitations on any permitted transferability.

         Termination  of Awards.  Unless  otherwise  provided in the  applicable
award agreement or any severance agreement, vested awards granted under the 2005
Directors Plan shall expire, terminate, or otherwise be forfeited as follows:

            o  three (3) months after the date the Company  delivers a notice of
               termination  of a  Participant's  Active  Status,  other  than in
               circumstances covered by the following three circumstances;

                                       21


            o  immediately upon termination of a Participant's Active Status for
               Misconduct;

            o  twelve (12) months  after the date of the death of a  Participant
               whose Active  Status  terminated as a result of his or her death;
               and

            o  thirty-six  (36) months  after the date on which the  Participant
               ceased performing services as a result of Retirement.

     U.S. Federal Tax Consequences.

               Options.  Participants  will not recognize  taxable income at the
time an option is granted under the 2005  Directors Plan unless the option has a
readily  ascertainable  market value at the time of grant. The Board understands
that options to be granted under the 2005 Directors Plan will not have a readily
ascertainable  market  value;  therefore,  income  will  not  be  recognized  by
participants  before the time of exercise of an option.  The difference  between
the fair market value of the shares at the time an option is  exercised  and the
option price  generally will be treated as ordinary  income to the optionee,  in
which case  Abraxas  will be entitled to a deduction  equal to the amount of the
optionee's ordinary income.

               Restricted   Stock.  A  participant   who  receives  a  grant  of
restricted  stock who does not  elect to be taxed at the time of grant  will not
recognize  income upon an award of shares of common stock,  and Abraxas will not
be entitled to a deduction until the termination of the restrictions.  Upon such
termination,  the participant will recognize  ordinary income in an amount equal
to the fair market  value of the common  stock at the time (less any amount paid
by the employee for such shares), and Abraxas will be entitled to a deduction in
the same amount after  satisfying  federal income tax withholding  requirements.
However,  the participant may elect to recognize ordinary income in the year the
restricted  stock is granted in an amount  equal to the fair market value of the
shares at that time,  determined  without  regard to the  restrictions.  In that
event,  Abraxas  will be entitled  to a  deduction  in such year and in the same
amount.  Any  gain  or  loss  recognized  by  the  participant  upon  subsequent
disposition of the stock will be capital in nature.

         Amendments.  Abraxas' Board or the Committee may amend or terminate the
2005  Directors  Plan from time to time in such  respects  as the Board may deem
advisable  (including,  but not  limited,  to  amendments  which the Board deems
appropriate to enhance  Abraxas'  ability to claim  deductions  related to stock
option exercises); provided, that to the extent required by the Internal Revenue
Code 0f 1986,  as amended,  or the rules of the AMEX,  such other  exchange upon
which Abraxas common stock is either quoted or traded,  or the SEC,  stockholder
approval  shall be required  for any material  amendment  of the 2005  Directors
Plan.  Subject to the foregoing,  it is specifically  intended that the Board or
Committee be able to amend the 2005 Directors Plan without stockholder  approval
to  comply  with  legal,  regulatory  and  listing  requirements  and  to  avoid
unanticipated  consequences  deemed by the Committee to be inconsistent with the
purpose of the 2005 Directors Plan or any award agreement.

         Adjustments.  If the outstanding  shares of Abraxas' common stock shall
be changed into or exchanged  for a different  number or kind of shares of stock
or other securities or property of Abraxas or of another corporation,  or if the
number of such shares of common stock shall be increased by a stock  dividend or
stock  split,  there shall be  substituted  for or added to each share of common
stock reserved for the purposes of the 2005 Directors Plan,  whether or not such
shares are at the time  subject to  outstanding  awards,  the number and kind of
shares of stock or other  securities  or  property  into which each  outstanding
share of common stock shall be so changed or for which it shall be so exchanged,
or to which each such share shall be entitled,  as the case may be.  Outstanding
awards  shall also be  considered  to be  appropriately  amended as to price and
other terms as may be necessary or appropriate to reflect the foregoing  events.
If there  shall be any  other  change in the  number or kind of the  outstanding
shares of Abraxas' common stock, or of any stock or other securities or property
into which such common stock shall have been changed, or for which it shall have
been exchanged, and if the Committee shall in its sole discretion determine that
such change  equitably  requires an adjustment in the number or kind or price of
the shares then reserved for the purposes of the 2005 Directors  Plan, or in any
award previously  granted or which may be granted under the 2005 Directors Plan,
then such  adjustment  shall be made by the Committee and shall be effective and
binding for all purposes of the 2005 Directors Plan.

                                       22

         In addition,  the Committee  shall have the power,  in the event of any
merger or  consolidation  involving  Abraxas to amend all outstanding  awards to
permit  the  exercise  thereof in whole or in part at  anytime,  or from time to
time,  prior to the effective  date of any such merger or  consolidation  and to
terminate each such award as of such effective date.

         Although  the  benefits  and  amounts  that  will  be  received  by the
Non-Executive  Director  Group are not  determinable,  the  benefits and amounts
which would have been received by the Non-Executive  Director Group for the last
completed fiscal year if the 2005 Directors Plan had been in effect are provided
in the table below:



                                New Plan Benefits

           2005 Non-Employee Directors Long-Term Equity Incentive Plan

---------------------------------------- -------------------------------------- --------------------------------------
           Name and Position                       Dollar Value ($)                       Number of Shares
---------------------------------------- -------------------------------------- --------------------------------------
                                                                                          
     Non-Executive Director Group                    $176,000 (1)                              100,000
---------------------------------------- -------------------------------------- --------------------------------------


         (1) Calculated by multiplying the Number of Shares by the closing price
for  Abraxas  common  stock on the AMEX on May 21,  2004,  the date of the first
Board of Directors meeting  immediately  following the 2004 Annual  Stockholders
Meeting.

         Effectiveness. Upon effectiveness, the 2005 Directors Plan shall remain
in effect until the tenth  anniversary of the effective date or until terminated
under the terms of the plan or  extended  by an  amendment  approved  by Abraxas
stockholders.

         Votes Required. Assuming the presence of a quorum, the affirmative vote
of the holders of a majority of the shares of common stock  present in person or
by proxy and entitled to vote on this item at the annual meeting is necessary to
approve the 2005  Non-Employee  Directors  Long-Term  Equity Incentive Plan. The
enclosed  form of  proxy  provides  a means  for  stockholders  to vote  for the
approval  of the 2005  Directors  Plan,  to vote  against it or to abstain  from
voting with respect to it. If a  stockholder  executes and returns a proxy,  but
does not specify how the shares represented by such  stockholder's  proxy are to
be  voted,  such  shares  will be  voted  FOR the  2005  Directors  Plan.  Under
applicable  Nevada  law,  in  determining  whether  this item has  received  the
requisite number of affirmative votes, abstentions and broker non-votes will not
be counted and will have no effect.

         The Board of Directors recommends a vote "FOR" the approval of the 2005
Non-Employee Directors Long-Term Equity Incentive Plan.



                                       23


                                 PROPOSAL THREE

                Ratification of Selection of Independent Auditors

         The Abraxas Board of Directors  has selected BDO Seidman,  LLP to serve
as independent auditors of Abraxas for the fiscal year ending December 31, 2005.
Although  stockholder  ratification is not required,  the Board of Directors has
directed that such  appointment be submitted to the  stockholders of Abraxas for
ratification at the annual meeting.  BDO Seidman, LLP provided audit services to
Abraxas for the year ended December 31, 2004. A  representative  of BDO Seidman,
LLP will be present at the annual meeting,  and will have an opportunity to make
a statement  if he or she desires to do so and will be  available  to respond to
appropriate  questions.  No  representative  of  Deloitte  & Touche  LLP will be
present at the annual meeting.

         On April 22, 2003, the Board of Directors  engaged the accounting  firm
of BDO  Seidman,  LLP as  Abraxas'  certifying  accountant  for the  year  ended
December  31, 2003.  The decision to approve the  dismissal of Deloitte & Touche
LLP and engagement of BDO Seidman,  LLP was approved by the Audit  Committee and
the entire  Board of  Directors.  Deloitte & Touche  LLP was  notified  of their
dismissal on April 22, 2003.

         No report of BDO  Seidman,  LLP on Abraxas'  financial  statements  for
either of  Abraxas'  last two fiscal  years  contained  any  adverse  opinion or
disclaimer  of  opinion,  nor was any such  report  qualified  or modified as to
uncertainty, audit scope or accounting principles.

         In connection with the audits of Abraxas' financial  statements for the
last two fiscal years, there were no disagreements with BDO Seidman,  LLP on any
matters of accounting principles,  financial statement disclosure or audit scope
and procedures  which, if not resolved to the satisfaction of BDO Seidman,  LLP,
would have caused the firm to make reference to the matter in its report. During
Abraxas' last two fiscal years,  there were no reportable events as described in
Item 304(a)(1)(v) of Regulation S-K.

         Assuming the presence of a quorum,  the affirmative vote of the holders
of a majority  of the shares of common  stock  present in person or by proxy and
entitled to vote on this item at the annual  meeting is  necessary to ratify the
appointment  of  Abraxas'  independent  auditors.  The  enclosed  form of  proxy
provides a means for  stockholders to vote for the  ratification of selection of
independent  auditors, to vote against it or to abstain from voting with respect
to it. If a stockholder  executes and returns a proxy,  but does not specify how
the shares represented by such stockholder's  proxy are to be voted, such shares
will be voted FOR the ratification of selection of independent  auditors.  Under
applicable  Nevada  law,  in  determining  whether  this item has  received  the
requisite number of affirmative votes, abstentions and broker non-votes will not
be counted and will have no effect.

         The Board of Directors  recommends a vote "FOR" the ratification of the
selection of BDO Seidman, LLP, as independent auditors of Abraxas for the fiscal
year ending December 31, 2005.




                                       24


              STOCKHOLDER PROPOSALS FOR 2006 ABRAXAS ANNUAL MEETING

         Abraxas  intends to hold its next  annual  meeting in late May or early
June of 2006,  according to its normal schedule.  In order to be included in the
proxy  material  for the 2006 Annual  Meeting,  Abraxas  must  receive  eligible
proposals of  stockholders  intended to be presented at the annual meeting on or
before  January  4, 2006,  directed  to the  Abraxas  Secretary  at the  address
indicated on the first page of this proxy statement.

         According  to our Amended and  Restated  Bylaws,  Abraxas  must receive
timely  written  notice  of any  stockholder  nominations  and  proposals  to be
properly brought before the 2006 Annual Meeting.  To be timely, such notice must
be delivered to the Abraxas  Secretary at the  principal  executive  offices set
forth on the first  page of this  proxy  statement  not later  than the close of
business on March 30, 2006 nor earlier  than March 1, 2006.  The written  notice
must set forth (a) as to each person whom the  stockholder  proposes to nominate
for election or  re-election  as a director,  all  information  relating to such
person that is required to be disclosed in solicitations of proxies for election
of directors in an election  contest,  or is  otherwise  required,  in each case
pursuant  to  Regulation  14A  under the  Securities  Exchange  Act of 1934,  as
amended;  (b) as to any other  business that the  stockholder  proposes to bring
before the meeting,  a brief  description of the business  desired to be brought
before the meeting,  the reasons for conducting such business at the meeting and
any material  interest in such business of such  stockholder  and the beneficial
owner,  if  any,  on  whose  behalf  the  proposal  is  made;  and (c) as to the
stockholder  giving the notice and the beneficial owner, if any, on whose behalf
the nomination or proposal is made (i) the name and address of such stockholder,
as they appear on the Corporation's books, and of such beneficial owner and (ii)
the class and number of shares of the Corporation  which are owned  beneficially
and of record by such stockholder and such beneficial owner.

         In the event  that the 2006  Annual  Meeting  is more than 30 days from
June 1,  2006  (the  anniversary  of the 2005  Annual  Meeting),  the  dates for
submission with the proxy  materials and to be properly  brought before the 2006
Annual  Meeting will change  according  to the Amended and  Restated  Bylaws and
Regulation 14A under the Exchange Act. A copy of the Amended and Restated Bylaws
of Abraxas  setting forth the advance  notice  provisions and  requirements  for
submission  of  stockholder  nominations  and proposals may be obtained from the
Abraxas  Secretary  at the  address  indicated  on the first  page of this proxy
statement.

                                  OTHER MATTERS

         No  business  other  than the  matters  set forth in this  document  is
expected to come before the meeting,  but should any other  matters  requiring a
stockholder's  vote arise,  including a question of adjourning the meeting,  the
persons  named in the  accompanying  Proxy will vote thereon  according to their
best judgment in the  interests of Abraxas.  If a nominee for office of director
should withdraw or otherwise become unavailable for reasons not presently known,
the persons  named as proxies  may vote for another  person in his place in what
they consider the best interests of Abraxas.

         Upon the  written  request  of any  person  whose  proxy  is  solicited
hereunder,  Abraxas  will  furnish  without  charge to such person a copy of its
annual report filed with the United States Securities and Exchange Commission on
Form 10-K,  including financial statements and schedules thereto, for the fiscal
year ended  December  31, 2004.  Such  written  request is to be directed to the
attention of Chris E. Williford,  500 N. Loop 1604 East, Suite 100, San Antonio,
Texas 78232.

                                By Order of the Board of Directors

                                Stephen T. Wendel
                                SECRETARY

San Antonio, Texas
May 4, 2005

                                       25


                                  FORM OF PROXY
                                      FRONT

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




           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
                     FOR THE ANNUAL MEETING ON JUNE 1, 2005

         The undersigned stockholder of Abraxas Petroleum Corporation,  a Nevada
corporation  (the  "Company"),  hereby  appoints  Robert L.G.  Watson,  Chris E.
Williford and Robert W. Carington,  Jr., and each of them, as Proxies, each with
the power to  appoint  his or her  substitute,  and  hereby  authorizes  them to
represent  and to vote, as designated  below,  all the shares of Abraxas  common
stock which the  undersigned  may be  entitled to vote at the Annual  Meeting of
Stockholders to be held on June 1, 2005, and any adjournment  thereof,  with all
powers which the undersigned would possess if personally present.

         The undersigned acknowledges receipt of the Notice of Annual Meeting of
Stockholders and Proxy Statement of Abraxas dated May 4, 2005.

                   CONTINUED AND TO BE SIGNED ON REVERSE SIDE




                                       26



                                      BACK

         This proxy when properly  executed will be voted in the manner directed
herein by the undersigned stockholder.  If no direction is made, this proxy will
be voted "FOR" the  Election of  Directors  and "FOR" the Approval of Proposal 2
and "FOR" the Ratification of Proposal 3.

 



                                         FOR           WITHOLD         FOR ALL
                                    ALL NOMINEES    AUTHORITY FOR    EXCEPT (See
                                                    ALL NOMINEES    instructions
                                                                       below)
                                                                                              
                                                                                     
1.  ELECTION OF DIRECTORS                [ ]             [ ]             [ ]             Nominees:
                                                                                      o  C. Scott Bartlett, Jr.
                                                                                      o  Ralph F. Cox
                                                                                      o  Dennis E. Logue
                                                                                      o  Joseph A. Wagda


INSTRUCTION:         To   withhold   authority   to  vote  for  any   individual
                     nominee(s),  mark "FOR ALL  EXCEPT"  and fill in the circle
                     next to each nominee you wish to withhold, as shown here:

2.   PROPOSAL  TO  APPROVE  THE 2005  NON-EMPLOYEE  DIRECTORS  LONG-TERM  EQUITY
     INCENTIVE PLAN 
                     [ ] FOR          [ ] AGAINST           [ ] ABSTAIN

3.   PROPOSAL  TO RATIFY THE  APPOINTMENT  OF BDO  SEIDMAN,  LLP AS  AUDITORS OF
     ABRAXAS FOR THE FISCAL YEAR ENDING DECEMBER 31, 2005

                     [ ] FOR          [ ] AGAINST           [ ] ABSTAIN

4.   In their  discretion,  the Proxies are  authorized  to vote upon such other
     business as may properly come before the meeting.

CHECK HERE FOR ADDRESS CHANGE  [  ]                      NEW ADDRESS:


         Please sign  exactly as your name or names  appear on this Proxy.  When
shares are held  jointly,  each holder  should  sign.  When signing as executor,
administrator, attorney, trustee or guardian, please give full title as such. If
the signer is a corporation,  please sign full corporate name by duly authorized
officer,  giving full title as such. If signer is a partnership,  please sign in
partnership name by authorized person.



DATED:  ______________, 2005



                  Signature                          Signature if held jointly




PLEASE SIGN, DATE AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE.
PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE [ X ]


                                      27






                                   Appendix A




                          ABRAXAS PETROLEUM CORPORATION
           2005 NON-EMPLOYEE DIRECTORS LONG-TERM EQUITY INCENTIVE PLAN







                          ABRAXAS PETROLEUM CORPORATION
           2005 NON-EMPLOYEE DIRECTORS LONG-TERM EQUITY INCENTIVE PLAN
                                TABLE OF CONTENTS
PART I
                                                                                                              
PURPOSE, ADMINISTRATION AND RESERVATION OF SHARES.................................................................1
     SECTION 1.            Purpose of this Plan...................................................................1
     SECTION 2.            Definitions............................................................................1
     SECTION 3.            Administration of this Plan............................................................4
     SECTION 4.            Shares Subject to this Plan............................................................5
     SECTION 5.            Adjustments to Shares Subject to this Plan.............................................6

PART II
TERMS APPLICABLE TO ALL AWARDS....................................................................................7
     SECTION 6.            General Eligibility; Maximum Annual Participant
                           Award and Formula Awards...............................................................7
     SECTION 7.            Procedure for Exercise of Awards; Rights as a Stockholder..............................7
     SECTION 8.            Expiration of Awards...................................................................8
     SECTION 9.            Effect of Change of Control............................................................9

PART III
SPECIFIC TERMS APPLICABLE TO OPTIONS AND STOCK AWARDS.............................................................9
     SECTION 10.           Grant, Terms and Conditions of Options.................................................9
     SECTION 11.           Grant, Terms and Conditions of Stock Awards...........................................10

PART IV
TERM OF PLAN AND STOCKHOLDER APPROVAL............................................................................10
     SECTION 12.           Term of Plan..........................................................................10
     SECTION 13.           Amendment and Termination of this Plan................................................10
     SECTION 14.           Stockholder Approval..................................................................11

PART V
MISCELLANEOUS...............................................................................................     11
     SECTION 15.           Unfunded Plan.........................................................................11
     SECTION 16.           Representations and Legends...........................................................11
     SECTION 17.           Assignment of Benefits................................................................11
     SECTION 18.           Governing Laws........................................................................11
     SECTION 19.           Application of Funds..................................................................12
     SECTION 20.           Right of Removal......................................................................12



                          ABRAXAS PETROLEUM CORPORATION
           2005 Non-Employee Directors Long-Term Equity Incentive Plan
PART I

                PURPOSE, ADMINISTRATION AND RESERVATION OF SHARES

         SECTION 1.  Purpose of this Plan.  The purposes of this Plan are (a) to
attract  and retain  members of the Board of  Directors,  and (b) to promote the
growth and success of the  Company's  business,  (i) by aligning  the  long-term
interests of the Company's Directors with those of the Company's stockholders by
providing  an  opportunity  to acquire an  interest  in the  Company and (ii) by
providing both rewards for exceptional  performance and long term incentives for
future contributions to the success of the Company and its Subsidiaries.

         This Plan permits the grant of Nonqualified Stock Options or Restricted
Stock,  at the  discretion of the Committee and as reflected in the terms of the
Award  Agreement.  Each Award will be subject to  conditions  specified  in this
Plan. 

         SECTION 2. Definitions. As used herein, the following definitions shall
apply:

               (a) "Active  Status"  shall mean that the  Director  has not been
removed from the Board for cause by the  Company's  stockholders  as provided in
the Company's Articles of Incorporation, as amended, and Bylaws, as amended.

               (b) "AMEX" shall mean the American Stock Exchange.

               (c) "Award"  shall mean any award or benefits  granted under this
Plan, including Options and Restricted Stock.

               (d)  "Award   Agreement"  shall  mean  a  written  or  electronic
agreement between the Company and the Participant setting forth the terms of the
Award.

               (e)  "Beneficial  Ownership"  shall have the meaning set forth in
Rule 13d-3 promulgated under the Exchange Act.

               (f) "Board" shall mean the Company's Board of Directors.

               (g) "Change of Control"  shall mean the first day that any one or
more of the following conditions shall have been satisfied:

                   (i)  the  sale,   transfer,   or  assignment   to,  or  other
               acquisition   by  any  other  entity  or  entities,   of  all  or
               substantially  all of the Company's assets and business in one or
               a series of related transactions;

                   (ii) a third  person,  including a "group" as  determined  in
               accordance  with  Section  13(d) or 14(d)  of the  Exchange  Act,
               obtains the  Beneficial  Ownership of Common Stock having  thirty
               percent  (30%) or more of the then total number of votes that may
               be cast for the election of members of the Board; or


                   (iii) a cash tender or exchange offer, merger, consolidation,
               reorganization or other business  combination,  sale of assets or
               contested   election,   or  any   combination  of  the  foregoing
               transactions  (each  a  "Transaction")  in  connection  with  the
               Company, as a result of which the persons who are then members of
               the Board  before the  Transaction  shall cease to  constitute  a
               majority  of the Board of the  Company  or any  successor  to the
               Company after the Transaction.

               (h)  "Code"  shall mean the  Internal  Revenue  Code of 1986,  as
amended.

               (i) "Committee" shall mean the Compensation  Committee  appointed
by the Board.

               (j) "Common  Stock"  shall mean the common  stock of the Company,
par value $0.01 per share.

               (k) "Company" shall mean Abraxas Petroleum Corporation,  a Nevada
corporation, and any successor thereto.

               (l) "Director"  shall mean a member of the Board and, except with
respect to the ability to vote on any issues before the Board or the  delegation
of authority from the Board, shall also be deemed to include advisory directors.

               (m)  "Effective  Date" shall mean the date on which the Company's
stockholders have approved this Plan in accordance with applicable AMEX rules.

               (n)  "Exchange  Act" shall mean the  Securities  Exchange  Act of
1934, as amended.

               (o) "Fair Market Value" shall mean the closing price per share of
the Common Stock on the AMEX as to the date  specified (or the previous  trading
day if the date  specified  is a day on which no trading  occurred),  or if AMEX
shall  cease to be the  principal  exchange or  quotation  system upon which the
shares of Common  Stock are listed or quoted,  then such  exchange or  quotation
system  upon  which the  Company  elects  to list or quote its  shares of Common
Stock.

               (p) "FLSA" shall mean the Fair Labor  Standards  Act of 1938,  as
amended.

               (q)  "Independent  Director" shall mean a Director who: (i) meets
the independence  requirements of the AMEX, or if the AMEX shall cease to be the
principal exchange or quotation system upon which the shares of Common Stock are
listed or quoted,  then such exchange or quotation system upon which the Company
elects  to list or quote  its  shares  of Common  Stock;  (ii)  qualifies  as an
"outside  director"  under  Section  162(m) of the Code;  (iii)  qualifies  as a
"non-employee director" under Rule 16b-3 promulgated under the Exchange Act; and


                                        2


(iv)  satisfies  independence  criteria  under  any  other  applicable  laws  or
regulations relating to the issuance of Shares to Non-Employee Directors.

               (r) "Maximum Annual Participant Award" shall have the meaning set
forth in Section 6(b).

               (s) "Misconduct" shall mean the removal from the Board for cause.

               (t) "Nominating and Corporate  Governance  Committee"  shall mean
the Nominating and Corporate Governance Committee appointed by the Board.

               (u)  "Non-Employee  Director"  shall mean a Director who is not a
common law employee of the Company or any Subsidiary of the Company.

               (v)  "Option"  shall  mean a stock  option  granted  pursuant  to
Section 10 of this Plan.

               (w) "Optionee"  shall mean a Participant  who has been granted an
Option.

               (x) "Participant" shall mean any Non-Employee Director granted an
Award.

               (y) "Plan" shall mean this  Abraxas  Petroleum  Corporation  2005
Non-Employee Directors Long-Term Equity Incentive Plan, including any amendments
thereto.

               (z)  "Reprice"  shall mean the  adjustment  or  amendment  of the
exercise  price of Options or  previously  awarded  whether  through  amendment,
cancellation, replacement of grants or any other means.

               (aa) "Restricted  Stock" shall mean a grant of Shares pursuant to
Section 11 of this Plan.

               (bb) "Retirement" shall mean ceasing to be a Director pursuant to
election by the  Company's  stockholders  or by voluntary  resignation  with the
approval of the Board's chair after having served  continuously on the Board for
at least six years.

               (cc) "SEC" shall mean the Securities and Exchange Commission.

               (dd) "Share" shall mean one share of Common Stock, as adjusted in
accordance with Section 5 of this Plan.

               (ee)  "Subcommittee"  shall have the meaning set forth in Section
3(d).

               (ff) "Subsidiary" shall mean a "subsidiary  corporation," whether
now or hereafter  existing,  as defined in Section 424(f) of the Code, a limited
liability  company,  partnership  or other entity in which the Company  controls
fifty  percent  (50%) or more of the  voting  power or equity  interests,  or an
entity  with  respect to which the  Company  possesses  the power,  directly  or
indirectly,  to direct or cause the direction of the  management and policies of


                                       3


that entity,  whether through the Company's  ownership of voting securities,  by
contract or otherwise.

     SECTION 3. Administration of this Plan.

         (a) Authority.  This Plan shall be administered  by the Committee.  The
Committee  shall have full and exclusive power to administer this Plan on behalf
of the  Board,  subject  to such  terms  and  conditions  as the  Committee  may
prescribe.  Notwithstanding  anything  herein to the contrary,  the  Committee's
power to administer  this Plan, and actions the Committee takes under this Plan,
shall be limited by the provisions set forth in the Committee's charter, as such
charter  may be  amended  from time to time,  and the  further  limitation  that
certain  actions may be subject to review and  approval by either the full Board
or a panel consisting of all of the Independent Directors of the Company.

         (b) Powers of the  Committee.  Subject to the other  provisions of this
Plan, the Committee shall have the authority, in its discretion:

             (i) to determine the Participants,  to whom Awards, if any, will be
         granted hereunder;

             (ii) to grant Options and Restricted  Stock to Participants  and to
         determine  the terms  and  conditions  of such  Awards,  including  the
         determination  of the Fair Market  Value of the  Shares,  the number of
         Shares to be  represented by each Award and the vesting  schedule,  the
         exercise price, the timing of such Awards,  and to modify or amend each
         Award, with the consent of the Participant when required;

             (iii) to construe and  interpret  this Plan and the Awards  granted
         hereunder;

             (iv)  to  prescribe,  amend,  and  rescind  rules  and  regulations
         relating  to this  Plan,  including  the form of Award  Agreement,  and
         manner  of  acceptance  of an  Award,  such as  correcting  a defect or
         supplying any omission,  or reconciling any  inconsistency so that this
         Plan or any Award Agreement  complies with applicable law,  regulations
         and listing requirements and to avoid unanticipated consequences deemed
         by the Committee to be  inconsistent  with the purposes of this Plan or
         any Award Agreement;

             (v) to  accelerate  or defer (with the consent of the  Participant)
         the exercise or vested date of any Award;

             (vi) to  authorize  any person to execute on behalf of the  Company
         any instrument  required to effectuate the grant of an Award previously
         granted by the Committee; and

             (vii)  to  make  all  other  determinations   deemed  necessary  or
         advisable for the administration of this Plan;

                                       4


         provided, that, no consent of a Participant is necessary under clauses
         (i) or (v) if a modification, amendment, acceleration, or deferral, in
         the reasonable judgment of the Committee confers a benefit on the
         Participant or is made pursuant to an adjustment in accordance with
         Section 5.

         (c) Effect of Committee's Decision. All decisions,  determinations, and
interpretations of the Committee shall be final and binding on all Participants,
the Company (including its Subsidiaries), any stockholder and all other persons.

         (d)  Delegation.  Consistent  with  the  Committee's  charter,  as such
charter  may be  amended  from time to time,  the  Committee  may  delegate  its
authority  and  duties  under  this  Plan  to one or  more  separate  committees
consisting  of members of the Committee or other  Directors who are  Independent
Directors  (any such  committee a  "Subcommittee"),  and such  actions  shall be
treated for all purposes as if taken by the  Committee;  provided that the grant
of  Awards  shall  be made in  accordance  with  parameters  established  by the
Committee.  Any  action  by any  such  Subcommittee  within  the  scope  of such
delegation shall be deemed for all purposes to have been taken by the Committee.

     SECTION 4. Shares Subject to this Plan.

         (a)  Reservation  of Shares.  The shares of Common Stock reserved under
this Plan shall be  900,000  shares of Common  Stock.  If an Award  expires,  is
forfeited or becomes  unexercisable for any reason without having been exercised
in full, the undelivered  Shares which were subject  thereto shall,  unless this
Plan shall have been  terminated,  become available for future Awards under this
Plan.  Without  limiting  the  foregoing,  unless  this  Plan  shall  have  been
terminated,  Shares underlying an Award that has been exercised,  either in part
or in full, including any Shares that would otherwise be issued to a Participant
that are used to satisfy any withholding tax obligations that arise with respect
to any Award, shall become available for future Awards under this Plan except to
the extent  Shares were  issued in  settlement  of the Award.  The Shares may be
authorized  but  unissued,  or reacquired  shares of Common Stock.  The Company,
during the term of this Plan,  will at all times reserve and keep available such
number of Shares as shall be  sufficient  to satisfy  the  requirements  of this
Plan.

         (b) Time of Granting  Awards.  The date of grant of an Award shall, for
all purposes,  be the date on which the Company  completes the corporate  action
relating  to the grant of such Award and all  conditions  to the grant have been
satisfied,  provided that conditions to the exercise of an Award shall not defer
the date of grant.  Notice of a grant shall be given to each Participant to whom
an Award is so granted within a reasonable time after the determination has been
made.

         (c) Securities Law  Compliance.  Shares shall not be issued pursuant to
the  exercise of an Award unless the exercise of such Award and the issuance and
delivery  of such  Shares  pursuant  thereto  shall  comply  with  all  relevant
provisions of law, including, without limitation, the Securities Act of 1933, as
amended,  the Exchange Act, the rules and regulations  promulgated  under either
such Acts, and the  requirements of any stock exchange or quotation  system upon
which the Shares may then be listed or quoted,  and shall be further  subject to
the approval of counsel for the Company with respect to such compliance.

                                       5


         (d)  Substitutions  and  Assumptions.  The Board or the Committee shall
have the right to  substitute  or  assume  Awards in  connection  with  mergers,
reorganizations,  separations,  or other transactions to which Section 424(a) of
the Code applies,  provided such  substitutions and assumptions are permitted by
Section 424 of the Code and the regulations promulgated  thereunder.  The number
of  Shares   reserved   pursuant  to  Section  4(a)  may  be  increased  by  the
corresponding  number of Awards assumed and, in the case of a  substitution,  by
the net increase in the number of Shares  subject to Awards before and after the
substitution.

     SECTION 5. Adjustments to Shares Subject to this Plan.

         (a)  Adjustments.  If the  outstanding  shares of Common Stock shall be
changed into or exchanged  for a different  number or kind of shares of stock or
other securities or property of the Company or of another  corporation  (whether
by reason of merger, consolidation,  recapitalization,  reclassification,  split
up,  combination  of shares or  otherwise),  or if the number of such  shares of
Common Stock shall be increased by a stock dividend or stock split,  there shall
be substituted for or added to each share of Common Stock  theretofore  reserved
for the  purposes  of this  Plan,  whether  or not such  shares  are at the time
subject to outstanding  Awards,  the number and kind of shares of stock or other
securities or property into which each  outstanding  share of Common Stock shall
be so changed or for which it shall be so exchanged, or to which each such share
shall  be  entitled,  as the  case  may be.  Outstanding  Awards  shall  also be
considered  to be  appropriately  amended as to price and other  terms as may be
necessary or appropriate to reflect the foregoing  events. If there shall be any
other change in the number or kind of the outstanding shares of Common Stock, or
of any stock or other  securities or property into which such Common Stock shall
have  been  changed,  or for  which it shall  have  been  exchanged,  and if the
Committee  shall in its sole  discretion  determine  that such change  equitably
requires  an  adjustment  in the  number  or kind or  price of the  shares  then
reserved for the purposes of this Plan, or in any Award  theretofore  granted or
which may be granted under this Plan, then such adjustment  shall be made by the
Committee  and shall be effective  and binding for all purposes of the Plan.  In
making  any  such  substitution  or  adjustment  pursuant  to  this  Section  5,
fractional shares may be ignored.

         (b) Amendments. The Committee shall have the power, in the event of any
merger or  consolidation of the Company with or into any other  corporation,  or
the merger or consolidation  of any other  corporation with or into the Company,
to amend all  outstanding  Awards to permit the exercise  thereof in whole or in
part at anytime,  or from time to time,  prior to the effective date of any such
merger or  consolidation  and to terminate  each such Award as of such effective
date.

         (c) No Other  Adjustment.  Except  as  expressly  provided  herein,  no
issuance by the Company of shares of any class, or securities  convertible  into
shares of any class,  shall affect, and no adjustment by reason thereof shall be
made with respect to, the number or price of shares subject to an Award.

                                       6


PART II

                         TERMS APPLICABLE TO ALL AWARDS

     SECTION  6.  General  Eligibility;  Maximum  Annual  Participant  Award and
Formula Awards.

         (a)  Awards.  Awards  may be  granted  only  to  Participants  who  are
Non-Employee Directors.

         (b) Maximum Annual  Participant  Award.  The aggregate number of Shares
with  respect to which an Award or Awards may be granted to any one  Participant
in any one taxable year of the Company (the "Maximum Annual Participant  Award")
shall not exceed  10,000  shares of Common Stock  (subject to  adjustment as set
forth in Section 5(a)).

         (c) Formula Awards. Each year at the first regular meeting of the Board
of Directors immediately following the Company's annual stockholders meeting for
that year, each Non-Employee  Director at the time of such Board meeting,  shall
be granted Awards of 10,000 shares of Common Stock (subject to adjustment as set
forth in Section 5(a)),  unless the Committee shall decide otherwise prior to or
at such Board  meeting.  The Awards  granted  pursuant to this  Section 6(c) are
intended  to  compensate  each  Non-Employee   Director  for  that  Non-Employee
Director's  participation  in Board and Committee  meetings during the Company's
previous  calendar  year.  Any  Non-Employee   Director  who  leaves  the  Board
(including  ceasing to be an advisory  Director)  prior to the date of the first
regular  meeting of the Board of  Directors  shall not be entitled to any Awards
under this Section 6(c).


     SECTION 7. Procedure for Exercise of Awards; Rights as a Stockholder.

         (a) Procedure. An Award shall be exercised when written,  electronic or
verbal notice of exercise has been given to the Company,  or the brokerage  firm
or firms  approved by the Company to  facilitate  exercises and sales under this
Plan,  in  accordance  with the terms of the  Award by the  person  entitled  to
exercise  the Award and full  payment for the Shares  with  respect to which the
Award is exercised  has been  received by the Company or the  brokerage  firm or
firms,  as applicable.  The  notification to the brokerage firm shall be made in
accordance with procedures of such brokerage firm approved by the Company.  Full
payment may, as authorized by the Committee,  consist of any  consideration  and
method of payment  allowable  under Section 7(b) of this Plan. The Company shall
issue (or cause to be issued) such share  certificate  promptly upon exercise of
the Award.  No  adjustment  will be made for a dividend or other right for which
the record date is prior to the date the share certificate is issued,  except as
provided in Section 5 of this Plan.

         (b) Method of Payment.  The  consideration to be paid for any Shares to
be issued upon exercise or other required settlement of an Award,  including the
method  of  payment,  shall  be  determined  by the  Committee  at the  time  of
settlement and which forms may include (without limitation): (i) with respect to
an Option, a request that the Company or the designated brokerage firm conduct a
cashless exercise of the Option; (ii) cash; and (iii) tender of shares of Common
Stock owned by the  Participant  in  accordance  with rules  established  by the
Committee  from time to time.  Shares  used to pay the  exercise  price shall be


                                       7


valued at their Fair Market Value on the exercise date. Payment of the aggregate
exercise  price by means of  tendering  previously-owned  shares of Common Stock
shall not be  permitted  when the same may,  in the  reasonable  opinion  of the
Company, cause the Company to record a loss or expense as a result thereof.

         (c)  Withholding  Obligations.  To the extent  required  by  applicable
federal,  state,  local or foreign law, the  Committee  may and/or a Participant
shall make arrangements  satisfactory to the Company for the satisfaction of any
withholding tax obligations  that arise with respect to any Option or Restricted
Stock or any sale of Shares.  The Company  shall not be required to issue Shares
or to  recognize  the  disposition  of such Shares  until such  obligations  are
satisfied.  These  obligations may be satisfied by having the Company withhold a
portion of the Shares that otherwise would be issued to a Participant under such
Award  or  by  tendering  Shares  previously  acquired  by  the  Participant  in
accordance with rules established by the Committee from time to time.

         (d)  Stockholder  Rights.  Except as  otherwise  provided in this Plan,
until the issuance (as  evidenced by the  appropriate  entry on the books of the
Company or of a duly  authorized  transfer  agent of the  Company)  of the share
certificate evidencing such Shares, no right to vote or receive dividends or any
other rights as a stockholder  shall exist with respect to the Shares subject to
the Award, notwithstanding the exercise of the Award.

         (e)  Non-Transferability  of Awards. An Award may not be sold, pledged,
assigned,   hypothecated,   transferred,   or  disposed   of  in  exchange   for
consideration, except that an Award may be transferred by will or by the laws of
descent  or  distribution  and may be  exercised,  during  the  lifetime  of the
Participant,  only by the  Participant;  unless the  Committee  permits  further
transferability, on a general or specific basis, in which case the Committee may
impose conditions and limitations on any permitted transferability.

     SECTION 8. Expiration of Awards.

         (a) Expiration,  Termination or Forfeiture of Awards.  Unless otherwise
provided in the applicable  Award Agreement or any severance  agreement,  vested
Awards  granted  under  this Plan  shall  expire,  terminate,  or  otherwise  be
forfeited as follows:

              (i) three (3) months after the date the Company  delivers a notice
         of  termination  of  a  Participant's  Active  Status,  other  than  in
         circumstances covered by (ii), (iii) or (iv) below;

              (ii) immediately upon termination of a Participant's Active Status
         for Misconduct;

              (iii)  twelve  (12)  months  after  the  date  of the  death  of a
         Participant  whose Active  Status  terminated as a result of his or her
         death; and

              (iv)   thirty-six   (36)  months  after  the  date  on  which  the
         Participant ceased performing services as a result of Retirement.

                                       8


         (b)  Extension  of Term.  Notwithstanding  subsection  (a)  above,  the
Committee  shall  have  the  authority  to  extend  the  expiration  date of any
outstanding  Option  in  circumstances  in  which  it deems  such  action  to be
appropriate  (provided that no such extension shall extend the term of an Option
beyond the date on which the Option would have expired if no  termination of the
Participant's Active Status had occurred).

     SECTION 9. Effect of Change of Control. Notwithstanding any other provision
in this Plan to the  contrary,  the  following  provisions  shall  apply  unless
otherwise   provided  in  the  most  recently  executed  agreement  between  the
Participant and the Company,  or specifically  prohibited under applicable laws,
or by the rules and  regulations  of any  applicable  governmental  agencies  or
national securities exchanges or quotation systems.

         (a)  Acceleration.  Awards of a Participant  shall be  Accelerated  (as
defined in Section 9(b)) upon the occurrence of a Change of Control.

         (b) Definition. For purposes of this Section 9, Awards of a Participant
being "Accelerated" means, with respect to such Participant:

              (i) any and all Options shall become fully vested and  immediately
         exercisable, and shall remain exercisable throughout their entire term;
         and

              (ii)  any  restriction   periods  and   restrictions   imposed  on
         Restricted Stock shall lapse.

                                    PART III

              SPECIFIC TERMS APPLICABLE TO OPTIONS AND STOCK AWARDS

     SECTION 10. Grant, Terms and Conditions of Options.
                 
         (a) Term of Options.  The term of Options shall be at the discretion of
the Committee.

         (b) Option  Exercise  Prices.  The per Share  exercise  price  under an
Option shall be no less than one hundred percent (100%) of the Fair Market Value
per Share on the date of grant.  In no event shall the Board or the Committee be
permitted  to  Reprice  an Option  after the date of grant  without  stockholder
approval.

         (c)  Vesting.  Options  granted  pursuant to this section 10 shall vest
pursuant to the periods, terms and conditions determined by the Committee in its
sole  discretion.   To  the  extent  Options  vest  and  become  exercisable  in
increments,  such  Options  shall cease  vesting as of the  termination  of such
Optionee's  Active Status for reasons other than Retirement or death, in each of
which cases such Options shall immediately vest in full.

         (d) Exercise. Any Option granted hereunder shall be exercisable at such
times and under such  conditions  as  determined by the Committee at the time of
grant, and as are permissible under the terms of this Plan. An Option may not be
exercised for a fraction of a Share.

                                       9


     SECTION 11. Grant, Terms and Conditions of Stock Awards.

         (a)  Designation.  Restricted  Stock may be granted  either  alone,  in
addition to, or in tandem with other Awards  granted under this Plan.  After the
Committee  determines  that it will offer  Restricted  Stock, it will advise the
Participant in writing or electronically, by means of an Award Agreement, of the
terms,  conditions and restrictions,  including vesting,  if any, related to the
offer,  including the number of Shares that the Participant shall be entitled to
receive or purchase, the price to be paid, if any, and, if applicable,  the time
within which the Participant  must accept the offer. The offer shall be accepted
by execution of an Award  Agreement or as otherwise  directed by the  Committee.
The term of each award of  Restricted  Stock shall be at the  discretion  of the
Committee.

         (b) Vesting.  The  Committee  shall  determine the time or times within
which an Award of shares of Restricted  Stock may be subject to forfeiture,  the
vesting schedule and the rights to acceleration thereof, and all other terms and
conditions  of the Award.  Subject  to the  applicable  provisions  of the Award
Agreement and this Section 11, upon termination of a Participant's Active Status
for any reason,  all Restricted Stock subject to the Award Agreement may vest or
be forfeited in  accordance  with the terms and  conditions  established  by the
Committee as specified in the Award Agreement.

                                    PART IV

                      TERM OF PLAN AND STOCKHOLDER APPROVAL

     SECTION  12.  Term of Plan.  This Plan  shall  become  effective  as of the
Effective  Date. It shall continue in effect until the tenth  anniversary of the
Effective Date or until  terminated under Section 14 of this Plan or extended by
an amendment  approved by the  stockholders  of the Company  pursuant to Section
14(a).

     SECTION 13. Amendment and Termination of this Plan.

         (a) Amendment and Termination.  The Board or the Committee may amend or
terminate  this Plan from  time to time in such  respects  as the Board may deem
advisable  (including,  but not  limited,  to  amendments  which the Board deems
appropriate  to enhance the  Company's  ability to claim  deductions  related to
stock option  exercises);  provided,  that to the extent required by the Code or
the rules of the AMEX, such other exchange upon which the Company's Common Stock
is either quoted or traded, or the SEC,  stockholder  approval shall be required
for any  material  amendment  of this  Plan.  Subject  to the  foregoing,  it is
specifically  intended  that the Board or Committee  may amend this Plan without
stockholder  approval to comply with legal,  regulatory and listing requirements
and  to  avoid  unanticipated   consequences  deemed  by  the  Committee  to  be
inconsistent with the purpose of this Plan or any Award Agreement.

         (b) Effect of Amendment or Termination. Any amendment or termination of
this Plan shall not affect Awards  already  granted and such Awards shall remain
in full  force and effect as if this Plan had not been  amended  or  terminated,
unless  mutually  agreed  otherwise  between the  Participant and the Committee,


                                       10


which  agreement  must be in  writing  and  signed  by the  Participant  and the
Company.

     SECTION 14. Stockholder Approval. The effectiveness of this Plan is subject
to approval by the  stockholders  of the Company in accordance  with  applicable
AMEX rules.

                                     PART V

                                  MISCELLANEOUS

     SECTION 15.  Unfunded Plan. The adoption of this Plan and any setting aside
of amounts by the Company  with which to  discharge  its  obligations  hereunder
shall not be deemed to create a trust.  The  benefits  provided  under this Plan
shall be a general,  unsecured obligation of the Company payable solely from the
general assets of the Company,  and neither a Participant nor the  Participant's
beneficiaries  or estate shall have any interest in any assets of the Company by
virtue of this Plan.  Nothing in this  Section 15 shall be  construed to prevent
the Company from  implementing or setting aside funds in a grantor trust subject
to the claims of the Company's creditors. Legal and equitable title to any funds
set aside,  other than any grantor  trust subject to the claims of the Company's
creditors,  shall  remain in the Company and any funds so set aside shall remain
subject to the  general  creditors  of the  Company,  present  and  future.  Any
liability  of the Company to any  Participant  with respect to an Award shall be
based  solely upon  contractual  obligations  created by this Plan and the Award
Agreements.

     SECTION 16.  Representations  and Legends.  The  Committee may require each
person  purchasing  shares  pursuant to an Award under this Plan to represent to
and agree with the Company in writing that the purchaser is acquiring the shares
without a view to  distribution  thereof.  In addition to any legend required by
this Plan,  the  certificate  for such shares may  include any legend  which the
Committee deems appropriate to reflect a restriction on transfer.

     All certificates for shares of Common Stock delivered under this Plan shall
be subject to such stock transfer orders and other restrictions as the Committee
may deem advisable under the rules,  regulations  and other  requirements of the
SEC,  any stock  exchange  upon  which the Common  Stock is  listed,  applicable
federal or state  securities  laws,  and any  applicable  corporate law, and the
Committee may cause the legend or legends to be put on any such  certificates to
make appropriate reference to such restriction.

     SECTION 17.  Assignment  of Benefits.  No Award or other  benefits  payable
under  this Plan  shall,  except as  otherwise  provided  under  this Plan or as
specifically  provided  by  law,  be  subject  in any  manner  to  anticipation,
alienation,  attachment,  sale,  transfer,  assignment,  pledge,  encumbrance or
charge. Any attempt to anticipate,  alienate,  attach, sell,  transfer,  assign,
pledge, encumber or charge, any such benefit shall be void, and any such benefit
shall  not in any  manner  be  subject  to the  debts,  contracts,  liabilities,
engagements  or torts of any person who shall be entitled to such  benefit,  nor
shall such benefit be subject to attachment or legal process for or against that
person.

     SECTION  18.  Governing  Laws.  This Plan and actions  taken in  connection
herewith shall be governed,  construed and enforced in accordance  with the laws
of the State of Nevada.

                                       11


     SECTION 19. Application of Funds. The proceeds received by the Company from
the sale of shares of Common Stock  pursuant to Awards  granted  under this Plan
will be used for general corporate purposes.

     SECTION 20. Right of Removal. Nothing in this Plan or in any Award or Award
Agreement shall confer upon any  Non-Employee  Director or any other  individual
the right to  continue  as a Director  of the  Company,  or affect any right the
Company  or the  Company's  stockholders  may have to  remove  the  Non-Employee
Director as a Director at any time for any reason.





                                       12