UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 January 27, 2006 Date of Report (Date of earliest event reported) ABRAXAS PETROLEUM CORPORATION (Exact name of registrant as specified in its charter) Nevada 0-19118 74-2584033 (State or other jurisdiction of (Commission (IRS Employer incorporation) File Number) Identification No.) 500 N. Loop 1604 East, Suite 100 San Antonio, Texas 78232 (210) 490-4788 (Address of principal executive offices and Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02 Results of Operations and Financial Conditions On January 27, 2006, Abraxas Petroleum Corporation (the "Company") announced in a press release its adoption of fair value method of accounting for stock-based compensation under SFAS 123R. The information contained in Item 2.02 of this Current Report(including Exhibit 99.1) is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, and is not incorporated by reference into any filing of the company, whether made before or after the date of this Current Report, regardless of any general incorporation language in the filing. Item 9.01 Financial Statements and Exhibits (c) Exhibits 99.1 Press Release dated January 27, 2006 entitled "Abraxas Announces the Adoption of Fair Value Method of Accounting For Stock-Based Compensation Under SFAS 123R." SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Abraxas Petroleum Corporation By: /s/ Chris Williford --------------------------- Chris Williford Executive Vice President, Chief Financial Officer and Treasurer Dated: January 27, 2006