S

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

                                   FORM 8-K/A
                                (Amendment No. 1)

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

                                 March 23, 2005
                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))






Explanatory Note

         This Form 8-K/A is being filed to amend in its entirety the Form 8-K
that Abraxas Petroleum Corporation filed on March 23, 2005.

Item 2.02 Results of Operations and Financial Conditions.

         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.

         On March 23, 2005, the Company issued a press release announcing
financial results for its fiscal fourth quarter and full fiscal year ended
December 31, 2004. A copy of the press release is attached hereto as Exhibit
99.1.

Item 9.01 Financial Statements and Exhibits.

         (c) Exhibits.

                  99.1     Press Release dated March 23, 2005 entitled, "Abraxas
                           Reports Fourth Quarter and Full-Year 2004 Results".











                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                            Abraxas Petroleum Corporation

                            By:________________________________________________
                               Chris Williford
                               Executive Vice President, Chief Financial
                               Officer and Treasurer


Dated:  March 24, 2005









                                  Exhibit Index


99.1 Press Release dated March 23, 2005 entitled, "Abraxas Reports Fourth
Quarter and Full-Year 2004 Results".

                                  Exhibit 99.1