INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION

                  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:

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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

                                                                  April 21, 2006

Dear Stockholders:

         You are  cordially  invited  to  attend  the  2006  Annual  Meeting  of
Stockholders of Abraxas  Petroleum  Corporation to be held on Thursday,  May 25,
2006, 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 MAY 25, 2006

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 Thursday,  May 25, 2006, at 9:00 a.m.,  local time, for the following
purposes:

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

                           Franklin A. Burke
                           Paul A. Powell, Jr.

         (2)      To ratify the  appointment  of BDO  Seidman,  LLP as  Abraxas'
                  independent auditors for the year ending December 31, 2006;

         (3)      To approve the Abraxas  Petroleum  Corporation  2005  Employee
                  Long-Term Equity Incentive Plan; 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
18, 2006, 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
April 21, 2006





25


                          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  2006  Annual  Meeting  of
Stockholders to be held at 9:00 a.m., local time, on Thursday,  May 25, 2006, 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 first being mailed to  stockholders on or about
April 21, 2006.  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 18,
2006 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
42,588,327  shares of  Abraxas  common  stock  outstanding,  which  were held by
approximately 1,222 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.

         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,  all abstentions will have the same legal
effect as a vote against the proposal.  Non-votes are not considered  present at
the meeting for this proposal and will have no effect on the ratification of the
appointment of Abraxas' independent auditors.

         2005  Employee  Plan.  The  proposal to approve  the Abraxas  Petroleum
Corporation  2005  Employee  Long-Term  Equity  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,  all abstentions  will
have the same legal effect as a vote  against the  proposal.  Non-votes  are not
considered  present at the meeting for this  proposal and will have no effect on
the approval of the 2005 Employee Plan.


                                       1


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.



                                       2


                                  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,  two
Class I directors  are to be elected for a term of three  years,  to hold office
until the  expiration of his term in 2009, or until a successor  shall have been
elected  and shall  have  qualified.  The  nominees  for Class I  directors  are
Franklin A. Burke and Paul A. Powell, Jr.

         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.
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 2008
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                                   55   Executive Officer                               III

Chris E. Williford                                        Executive Vice President, Chief Financial
San Antonio, Texas                                   55   Officer and Treasurer                            --

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

Franklin A. Burke
Doyleston, Pennsylvania                              72   Director                                         I

Harold D. Carter
Dallas, Texas                                        67   Director                                        III

Ralph F. Cox
Ft. Worth, Texas                                     73   Director                                        II

Barry J. Galt
Houston, Texas                                       72   Director                                        III

Dennis E. Logue
Enfield, New Hampshire                               62   Director                                        II

Paul A. Powell, Jr.
Salem, Virginia                                      60   Director                                         I

Joseph A. Wagda
Danville, California                                 62   Director                                        II

Lee T. Billingsley                                   53   Vice President - Exploration                     --

William H. Wallace                                   48   Vice President - Operations                      --

Stephen T. Wendel                                    56   Vice President - Land & Marketing                --


                                       3


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 Petroleum Limited, a former
wholly-owned Canadian subsidiary of Abraxas, the capital stock of which was sold
by Abraxas in January 2003. Prior to forming 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.

         Lee T.  Billingsley  has served as Vice  President - Exploration  since
joining Abraxas in 1998. In 1983, Dr. Billingsley founded Sandia Oil & Gas Corp.
and served as its President  until Sandia merged into Abraxas in 1998.  Prior to
forming  Sandia,  Dr.  Billingsley  worked for Tenneco Oil Company and  American
Quasar Petroleum.  Dr.  Billingsley holds three degrees in Geology,  Bachelor of
Science  and  Doctorate  from Texas A&M  University  and Master of Science  from
Colorado School of Mines.

         William H.  Wallace  has served as Vice  President -  Operations  since
2000.  From 1995 to 2000, Mr.  Wallace served as Abraxas'  Superintendent/Senior
Operations Engineer for South Texas and Wyoming.  Prior to joining Abraxas,  Mr.
Wallace was  associated  with  Dorchester  Gas Producing  Company and Parker and
Parsley.  Mr.  Wallace  received  a  Bachelor  of  Science  degree in  Petroleum
Engineering from Texas Tech University in 1981.

         Stephen T.  Wendel has served as Vice  President  - Land and  Marketing
since 1990 and as Corporate  Secretary since 1988. From 1982 to 1990, Mr. Wendel
served as Abraxas'  Manager of Joint Interests and Natural Gas Contracts.  Prior
to joining Abraxas, Mr. Wendel held accounting, auditing and marketing positions
with Tenneco Oil Company and Tesoro Petroleum Corporation. Mr. Wendel received a
Bachelor of Business  Administration  degree in Accounting  from Texas  Lutheran
University in 1971.

Director Nominees

         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.

         Paul A.  Powell,  Jr., a director of Abraxas  since  August  2005,  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,  including the Paul A. Powell Trust. Mr. Powell is a managing
partner of Claytor  Equity  Partners,  Cortland  Partners,  JWM Partners,  Emory
Partners,  Burnett  Partners  and  President of Somerset  Investments,  Ltd. Mr.
Powell is also  manager of  Westpoint  (2002) LLC and WMP  Properties  LLC,  and
co-manager of Wessex LLC. He attended Emory and Henry College and graduated from
National Business College with a degree in Accounting. Mr. Powell previously


                                       4


served as director of Abraxas from 1987 to 1999 and as an advisory director from
1999 to August 2005.

Directors with Terms Expiring in 2007 and 2008

         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.

         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., an investment  fund, 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.

         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.

         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.

         Dennis E. Logue,  a director of Abraxas since April 2003, has served as
Chairman of the Board of Directors of Ledyard  National  Bank since August 2005.
He served as Dean and Fred E. Brown  Chair at the  Michael  F. Price  College of
Business at the University of Oklahoma from 2001 through  September 2005.  Prior
to joining  Price  College,  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,  and Duckwall-ALCO  Stores,  Inc., a general merchandise  retailer
serving  smaller,  hometown  communities.  He is also on the editorial boards of
several scholarly  journals,  including the Journal of Banking and Finance,  the
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 from 2000 to April 2005, he
served as Chief Executive Officer of BrightStar.  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  homebuilder,  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


                                       5


Masters of Business Administration,  with distinction, from the Johnson Graduate
School of Management,  Cornell  University,  and a JD, with honors, from Rutgers
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.

Advisory  Director

         The  Board  has  appointed  the  following  individual  as an  Advisory
Director to the Board:

         Richard M. Riggs,  age 85, 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.

         The  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 Director has the right to receive timely notice
and information regarding, and to attend and participate in all, meetings of the
Board,  but does not have the right to vote at the  meetings.  The Board may, in
its discretion without the Advisory Director's consent, at any meetings at which
the Advisory Director is in attendance,  hold an executive session, at which the
Advisory  Director may not be present.  Except for purposes of  indemnification,
the Advisory Director is not deemed to be a "director" of Abraxas.

Meeting Attendance

         During the fiscal year ended  December 31, 2005,  the Abraxas  Board of
Directors  held seven  meetings.  All directors  attended  each meeting,  except
Messrs. Carter, Galt and Logue, who attended six meetings. During 2005, 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' 2005 Annual Meeting, all
members of the Board were present, except Mr. Carter.

Committees of the Board of Directors

         The Audit  Committee of the Abraxas Board of Directors,  which consists
of Messrs.  Bartlett,  Burke, Powell and Wagda, met seven times during 2005. 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, Carter,  Galt and Logue, met five times during 2005. 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, Director Stock Option
Plan and the 2005  Non-Employee  Directors  Long-Term  Equity Incentive Plan. If
approved  at the 2006  Annual  Meeting,  the  Compensation  Committee  will also
administer the 2005 Abraxas  Petroleum  Corporation  Employee  Long-Term  Equity
Incentive Plan.

         The Nominating Committee,  which consists of Messrs.  Bartlett,  Burke,
and Cox,  did not meet  during  2005.  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  committees,  including  recommending  nominees  for  annual
stockholders meetings or to fill vacancies on the Board.

                                       6


         The Corporate Governance Committee,  which consists of Messrs.  Carter,
Galt and Logue,  did not meet in 2005,  but met in  February  2006.  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.

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.  Additionally,
should there be any changes to, or waivers from, 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. 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 into consideration their prior
Board contributions, performance and meeting attendance records.

                                       7


         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 2007 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 2006 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 April 10,  2006,  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.                    2,733,034   (2)                          6.42
516 N. Bethlehem Pike
Spring House, PA 19477
Robert L.G. Watson                          1,230,908   (3)                          2.85
Chris E. Williford                            223,698   (4)                             *
Lee T. Billingsley                            182,440   (5)                             *
William H. Wallace                             99,916   (6)                             *
Stephen T. Wendel                             140,919   (7)                             *
C. Scott Bartlett, Jr.                         67,500   (8)                             *
Franklin A. Burke                           1,975,970   (9)                          4.63
Harold D. Carter                                95,675 (10)                             *
Ralph F. Cox                                   345,000 (11)                             *
Barry J. Galt                                   60,000 (12)                             *
Dennis E. Logue                                 60,000 (13)                             *
Paul A. Powell, Jr.                             64,039 (14)                             *
Richard M. Riggs                               170,263 (15)                             *
Joseph A. Wagda                                 85,000 (16)                             *
All Officers and Directors as a Group        4,801,328  (3)(4)(5)(6)(7)(8)          11.22
(14 persons)                                            (9)(10)(11)(12)
                                                        (13)(14)(15)(16)


------------------
*        Less than 1%

(1)      Unless  otherwise  indicated,  all shares are held  directly  with sole
         voting and investment power.
(2)      Includes  1,697,422  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 1,035,612  shares managed by Venture
         Securities on behalf of third parties.

                                       8


(3)      Includes  36,077  shares  issuable  upon  exercise  of options  granted
         pursuant  to the Abraxas  Petroleum  Corporation  1993 Key  Contributor
         Stock Option Plan,  565,136  shares  issuable  upon exercise of options
         granted  pursuant to the Abraxas  Petroleum  Corporation 1994 Long Term
         Incentive  Plan (the  "1994  LTIP"),  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  187,250  shares  issuable  upon  exercise of options  granted
         pursuant to the 1994 LTIP.
(5)      Includes  102,000  shares  issuable  upon  exercise of options  granted
         pursuant to the 1994 LTIP and 2,500 shares in a retirement account.
(6)      Includes  85,500  shares  issuable  upon  exercise  of options  granted
         pursuant to the 1994 LTIP.
(7)      Includes  90,750  shares  issuable  upon  exercise  of options  granted
         pursuant to the 1994 LTIP.
(8)      Includes  50,000  shares  issuable  upon  exercise  of  certain  option
         agreements and 10,000 shares  issuable upon exercise of options granted
         pursuant  to  the  Abraxas  Petroleum   Corporation  2005  Non-Employee
         Director Long-Term Equity Incentive Plan (the "2005 Director Plan").
(9)      Includes  30,000  shares  issuable  upon  exercise  of options  granted
         pursuant to the Amended and  Restated  Director  Stock Option Plan (the
         "Director  Option  Plan"),  30,000  shares  issuable  upon  exercise of
         certain option  agreements and 10,000 shares  issuable upon exercise of
         options granted pursuant to the 2005 Director Plan.
(10)     Includes  30,000  shares  issuable  upon  exercise  of options  granted
         pursuant to the  Director  Option Plan,  30,000  shares  issuable  upon
         exercise of certain option  agreements and 10,000 shares  issuable upon
         exercise of options granted pursuant to the 2005 Director Plan.
(11)     Includes  75,000  shares  issuable  upon  exercise  of  certain  option
         agreements and 10,000 shares  issuable upon exercise of options granted
         pursuant to the 2005 Director Plan.
(12)     Includes  50,000  shares  issuable  upon  exercise  of  certain  option
         agreements and 10,000 shares  issuable upon exercise of options granted
         pursuant to the 2005 Director Plan.
(13)     Includes  50,000  shares  issuable  upon  exercise  of  certain  option
         agreements and 10,000 shares  issuable upon exercise of options granted
         pursuant to the 2005 Director Plan.
(14)     Includes  30,000  shares  issuable  upon  exercise  of options  granted
         pursuant to the Director  Option Plan and 10,000  shares  issuable upon
         exercise of options granted pursuant to the 2005 Director Plan.
(15)     Includes  30,000  shares  issuable  upon  exercise  of options  granted
         pursuant to the Director  Option Plan and 10,000  shares  issuable upon
         exercise of options granted pursuant to the 2005 Director Plan.
(16)     Includes  75,000  shares  issuable  upon  exercise  of  certain  option
         agreements and 10,000 shares  issuable upon exercise of options granted
         pursuant to the 2005 Director Plan.


                             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 2005 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.

                                       9


            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.
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 and certain vice  president  level officers of
Abraxas who are involved in the  exploration  and  technical  operations  of the
Company.  The plan  was  amended  in  2005.  Under  the  plan as  amended,  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 Wallace and
Dr.  Billingsley,  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 certain  vice  president  level and other  officers  of  Abraxas  who are not
included in the plan described above.  This plan was amended in 1997, 1999, 2003
and 2005.  Under the plan as amended,  each participant is given an annual bonus
opportunity based on the achievement of certain goals. For Mr. Wendel, 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. Wendel, 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,  Wallace and Wendel 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.


                                       10


For 2005, the goals for NAV and Finding Costs were met and the following bonuses
were earned:

                Name                                Bonus Amount ($)
                ----                                ----------------
                Robert L.G. Watson                      269,800
                Chris E. Williford                      142,600
                Robert W. Carington, Jr.                 137,083 (1)
                Lee T. Billingsley                       122,107
                William H. Wallace                       122,107
                Stephen T. Wendel                         32,563
------------------

(1)      Mr. Carington  received a bonus for the NAV goal under the terms of his
         resignation in October 2005.

         Long-Term  Incentives.  On September 13, 2005,  subject to  stockholder
approval at the 2006 Annual  Meeting,  the board  adopted the Abraxas  Petroleum
Corporation  2005 Employee  Long-Term  Equity Incentive Plan (the "2005 Employee
Plan") in order to employ and  retain  qualified  and  competent  personnel  and
promote the growth and success of Abraxas by aligning the long-term interests of
Abraxas'  key  employees  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.  Up to an aggregate of  1,200,000  shares of Abraxas  common
stock have been  reserved for issuance  under the 2005 Employee  Plan.  The 2005
Employee  Plan makes  available to the  Committee a number of incentive  devices
such as incentive  stock  options,  non-qualified  stock options and  restricted
stock. 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 are provided in  individual
award agreements granted to each award recipient.  Award agreements also contain
change of control provisions.  Option holdings and previous awards are not taken
into account.

         The board  believes  that the 2005  Employee Plan will give Abraxas the
flexibility  to structure  awards to meet  Abraxas'  business  needs.  In making
long-term  incentive awards under the 2005 Employee Plan, 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  2005  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
stockholders  of Abraxas.  In October  2004,  Abraxas  successfully  completed a
recapitalization  that included the redemption of 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 February 2005. 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.

                                       11


         Review of 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.

         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,  stockholders  must
approve the  performance  measures.  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.

                                       Ralph F. Cox, Chairman
                                       Harold D. Carter
                                       Barry J. Galt
                                       Dennis E. Logue



                                       12


Compensation Summary

         The following table sets forth a summary of compensation for the fiscal
years  ended  December  31,  2005,  2004 and 2003 paid by Abraxas to Robert L.G.
Watson, Chairman of the Board, President,  and Chief Executive Officer, Chris E.
Williford,  Executive Vice  President,  Chief  Financial  Officer and Treasurer,
Robert W. Carington,  Jr., former Executive Vice President,  Lee T. Billingsley,
Vice  President - Exploration,  William H. Wallace,  Vice President - Operations
and Stephen T. Wendel, Vice President - Land & Marketing.

Summary Compensation Table



  ---------------------------------------------------------------------------------------------------------------------
                                                                                                           Long Term
                                                                                                         Compensation
                                                                                                            Awards -
                                                          Annual Compensation                             Securities
                                                    --------------------------------       Other          Underlying
   Name and Principal Position              Year        Salary ($)       Bonus ($)      Compensation ($)    Options (#)
  ---------------------------------------------------------------------------------------------------------------------
                                                                                               
  Robert L.G. Watson,                      2005           322,702      759,800   (1)            0          100,000  (2)
  Chairman of the Board,                   2004           308,433            -                  0                0
  President   and   Chief    Executive     2003           291,750      200,200   (3)            0                0
  Officer
  ---------------------------------------------------------------------------------------------------------------------
  Chris E. Williford,                      2005           197,798      142,600                  0          100,000  (2)
  Executive Vice President,                2004           186,894            -                  0                0
  Chief    Financial    Officer    and     2003           175,615      120,400   (4)            0                0
  Treasurer
  ---------------------------------------------------------------------------------------------------------------------
  Robert W. Carington, Jr.,                2005           184,542      137,083   (6)      238,615  (7)           0
  Executive Vice President (5)             2004           235,558            0                  0                0
                                           2003           225,961      154,000   (8)            0                0
  ---------------------------------------------------------------------------------------------------------------------
  Lee T. Billingsley                       2005           186,212      122,107                  0           50,000  (2)
  Vice President --                        2004           178,442       12,093                  0                0
  Exploration                              2003           168,346       42,023   (9)            0           15,000
  ---------------------------------------------------------------------------------------------------------------------
  William H. Wallace,                      2005           186,212      122,107                  0           50,000  (2)
  Vice President --                        2004           178,442       12,093                  0                0
  Operations                               2003           168,346       42,023   (9)            0           15,000
  ---------------------------------------------------------------------------------------------------------------------
  Stephen T. Wendel,                       2005           151,404       32,563                  0           50,000  (2)
  Vice President -                         2004           146,212        9,869                  0                0
  Land & Marketing                         2003           141,019       34,892  (10)            0                0
  ---------------------------------------------------------------------------------------------------------------------
------------------


(1)      Of this amount,  $269,800 was paid to Mr. Watson under  Abraxas'  bonus
         plan for senior  management  and $490,000 was a one-time  bonus paid to
         Mr.  Watson for his  leadership  in  concluding  Abraxas'  October 2004
         refinancing as well as the completion of the initial public offering by
         Grey Wolf.
(2)      Subject to shareholder approval of the 2005 Employee Plan.
(3)      Of this  amount,  $177,719  was paid in cash and $22,481 in  restricted
         stock. *
(4)      Of this  amount,  $101,051  was paid in cash and $19,349 in  restricted
         stock. *
(5)      Mr. Carington resigned from Abraxas in October 2005.
(6)      As part of his severance  arrangement,  Mr. Carington  received a bonus
         for 2005.
(7)      Mr.  Carington  received a severance  payment upon his  resignation  in
         October 2005.
(8)      Of this  amount,  $121,211  was paid in cash and $32,789 in  restricted
         stock. *
(9)      Of this  amount,  $32,123  was paid in cash and  $9,900  in  restricted
         stock. *
(10)     Of this  amount,  $27,844  was paid in cash and  $7,048  in  restricted
         stock.  *
*        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, 2005

         Pursuant to the Abraxas Petroleum  Corporation 2005 Employee  Long-Term
Equity  Incentive  Plan (the "2005  Employee  Plan"),  Abraxas  may grant to its
employees  and  officers  (including  its  directors  who  are  also  employees)
incentive stock options and non-qualified stock options.  The 2005 Employee Plan
is subject to stockholder  approval at the 2006 Annual Meeting and, if approved,
the 2005 Employee Plan will be administered by the Compensation Committee which,
based upon the  recommendation  of the Chief Executive  Officer,  determines the
number of shares subject to each option award.

                                       13


         The table below contains certain  information  concerning stock options
granted  during 2005 to Messrs.  Watson,  Williford,  Wallace and Wendel and Dr.
Billingsley  under the 2005  Employee  Plan,  which is  subject  to  stockholder
approval.



                          Option Grants in Fiscal Year

-------------------------------------------------------------------------------------------------------------------
Name                               Number of
                                   Securities        % of Total
                                   Underlying          Options      Exercise Price                    Grant Date
                                Options Granted      Granted to       Per Share        Expiration    Present Value
                                      (1)             Employees    (Price at Grant)      Date            ($)
-------------------------------------------------------------------------------------------------------------------
                                                                                        
Robert L.G. Watson                  100,000             17.5            $ 4.59         09/13/15        382,000
-------------------------------------------------------------------------------------------------------------------
Chris E. Williford                  100,000             17.5            $ 4.59         09/13/15        382,000
-------------------------------------------------------------------------------------------------------------------
Lee T. Billingsley                   50,000              8.8            $ 4.59         09/13/15        191,000
-------------------------------------------------------------------------------------------------------------------
William H. Wallace                   50,000              8.8            $ 4.59         09/13/15        191,000
-------------------------------------------------------------------------------------------------------------------
Stephen T. Wendel                    50,000              8.8            $ 4.59         09/13/15        191,000
-------------------------------------------------------------------------------------------------------------------

------------------
(1)      One-fourth of the options become  exercisable on each of the first four
         anniversaries of the date of grant.

Aggregated Option Exercises in Fiscal 2005 and Fiscal Year End Option Values

         The table below contains certain  information  concerning  exercises of
stock options during the fiscal year ended December 31, 2005, by Messrs. Watson,
Williford,  Wallace and Wendel and Dr. Billingsley and the fiscal year end value
of unexercised options held by Messrs. Watson, Williford, Wallace and Wendel and
Dr. Billingsley.



                         Option Exercises in Fiscal Year

------------------------------------------------------------------------------------------------------------------
                                 Shares       Value     Number of Unexercised Options  Value of Unexercised Options
                              Acquired By    Realized     on December 31, 2005 (#)         on December 31,2005 ($)
Name                          Exercise (#)     ($)       Exercisable/Unexercisable      Exercisable/Unexercisable
------------------------------------------------------------------------------------------------------------------
                                                                                    
Robert L.G. Watson               59,998         -            641,213 / 122,500            2,518,147 / 173,175
------------------------------------------------------------------------------------------------------------------
Chris E. Williford               20,000       42,800         207,250 / 110,750              957,818 / 118,773
------------------------------------------------------------------------------------------------------------------
Lee T. Billingsley                 -            -            102,000 / 63,000               471,255 /  94,465
------------------------------------------------------------------------------------------------------------------
William H. Wallace               4,000        10,660          85,500 / 63,000               395,025 /  94,465
------------------------------------------------------------------------------------------------------------------
Stephen T. Wendel                20,000         -            101,410 / 54,250               468,642 /  54,178
------------------------------------------------------------------------------------------------------------------



Securities Authorized for Issuance Under Equity Compensation Plans

         The following table gives aggregate  information regarding grants under
all equity compensation plans of Abraxas through December 31, 2005.



                      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 approved          1,950,123                  $ 1.05                     810,000
by security holders
------------------------------------ ------------------------- ----------------------- ------------------------------

Equity compensation plans not             1,066,000 (1)                $ 3.03                   629,000 (2)
approved by security holders
------------------------------------ ------------------------- ----------------------- ------------------------------


                                       14

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

(1)      Includes  571,000  shares  with an  exercise  price of $4.59  per share
         subject to the Abraxas  Petroleum  Corporation 2005 Employee  Long-Term
         Equity  Incentive Plan which is subject to stockholder  approval at the
         Annual  Meeting and 495,000  shares  with a  weighted-average  exercise
         price of $1.24  per share  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
         director  options  were  generally  granted  upon the same  terms.  The
         director  options  expire no later than 10 years  from the 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.
(2)      Shares remaining available for issuance under the 2005 Employee Plan.

Employment Agreements

         Abraxas has entered  into  employment  agreements  with each of Messrs.
Watson, Williford, Wallace and Wendel and with Dr. Billingsley pursuant to which
each of Messrs. Watson,  Williford,  Wallace and Wendel 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  and  Williford  are
scheduled to terminate on December 21, 2006, 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  in  control  occurs  during  the  term of the  employment
agreement for Mr. Watson or Mr.  Williford,  and if subsequent to such change in
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  terminated  officer will be entitled to a
lump sum payment equal to 2.99 times his annual base salary.

         Abraxas  also has  entered  into  employment  agreements  with  Messrs.
Wallace and Wendel and Dr. Billingsley pursuant to which each of Messrs. Wallace
and Wendel 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 Mr.  Wendel and Dr.
Billingsley  and on  December  31,  2000  for Mr.  Wallace,  were  automatically
extended and will  terminate on December  31, 2006,  and shall be  automatically
extended  for an  additional  year if by  December 1 of the prior  year  neither
Abraxas nor Messrs.  Wallace and Wendel 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  Messrs.
Wallace's  and Wendel'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  Messrs.  Wallace's  and  Wendel'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 Messrs.  Wallace's and Mr. Wendel'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 Messrs.  Wallace's and Mr. Wendel's or Dr.
Billingsley's  death or  retirement  or by  Messrs.  Wallace  and  Wendel 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,  Wallace, Wendel
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 thereunder, the amounts to be paid will be increased so that Messrs.
Watson, Williford,  Wallace, Wendel or Dr. Billingsley, as the case may be, will


                                       15


be entitled to receive the amount of compensation provided in his contract after
payment of the tax imposed by Section 280G.

Compensation of Directors

         All   compensation   paid  to  directors  is  limited  to  non-employee
directors.

         Stock  Options.  Each director has been awarded  85,000 options and the
advisory  director has been awarded 40,000  options,  at the  prevailing  market
prices  at the  time of  issuance,  between  $0.68  and  $4.59.  Each  director,
including the advisory  director,  is also awarded 10,000 options (or restricted
shares)  each year at the first  regular  board  meeting  following  the  Annual
Meeting,  in accordance with the terms of the 2005 Director Plan. If options are
awarded,  the exercise  price will 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.

         Other  Compensation.  During 2005, each director received an annual fee
of $12,000, the chairman of the audit committee received an annual fee of $3,000
and the chairman of each other committee received an annual fee of $1,500.  Each
director,  including the advisory director,  also received $1,500 for each board
meeting  attended and each  director  also  received  $1,000 for each  committee
meeting  attended.  Aggregate  fees paid to directors and advisory  directors in
2005 were  $239,837.  The  directors of Abraxas  received no other or additional
compensation  for  services as  directors,  except for  reimbursement  of travel
expenses to attend board and committee 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 of its  directors  and  executive  officers  during 2005  complied on a
timely basis with all applicable filing  requirements under Section 16(a) of the
Exchange Act.



                                       16



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
$600 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; CREDO Petroleum Corporation;  Markwest
Hydrocarbon Inc.; NGAS Resources Inc.;  Parallel  Petroleum  Corporation;  Arena
Resources Inc.; and Abraxas Petroleum 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,  2000,  and the  reinvestment  of  dividends  at the  frequency  with  which
dividends were paid during the applicable  years.  The years compared are, 2001,
2002, 2003, 2004 and 2005.

                                [GRAPHIC OMITTED]

                       ECS Index               S&P 500                 ABP
                      ----------              --------               -------
     12/31/00             100.00                100.00               100.00
     03/30/01              79.35                 87.89               116.57
     06/29/01              70.37                 92.74                72.23
     09/28/01              47.42                 78.84                44.11
     12/31/01              53.29                 86.96                30.17
     03/29/02              56.71                 86.91                30.40
     06/28/02              50.33                 74.97                17.14
     09/30/02              43.42                 61.75                17.14
     12/31/02              49.55                 66.64                12.80
     03/31/03              50.23                 64.24                15.54
     06/30/03              73.69                 73.81                24.69
     09/30/03              78.38                 75.44                20.57
     12/31/03             107.81                 84.22                28.11
     03/31/04             125.28                 85.30                60.57
     06/30/04             120.81                 86.41                37.94
     09/30/04             115.12                 84.42                48.69
     12/31/04             126.94                 91.79                53.03
     03/31/05             154.70                 89.42                64.91
     06/30/05             160.56                 90.23                63.09
     09/30/05             249.47                 93.07               181.26
     12/30/05             236.39                 94.55               120.69
     03/31/06             251.45                 97.93               135.77



                  Dec-00    Dec-01    Dec-02    Dec-03     Dec-04     Dec-05
     ECS Index    100.00     53.29     49.55    107.81     126.94     236.39
     S&P 500      100.00     86.96     66.64     84.22      91.79      94.55
     ABP          100.00     30.17     12.80     28.11      53.03     120.69




                                       17



                             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,  to
perform an  independent  audit of  Abraxas'  internal  controls  over  financial
reporting in accordance with Section 404 of the  Sarbanes-Oxley Act of 2002, and
to issue reports  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.

         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 Sec.  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,  the audited
financial  statements  that were included in Abraxas' Annual Report on Form 10-K
for the year ended  December 31, 2005, as filed 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 2006.


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

                                        C. Scott Bartlett, Jr., Chairman
                                        Franklin A. Burke
                                        Paul A. Powell, Jr.
                                        Joseph A. Wagda




                                       18


                       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, 2005 and December 31, 2004, for the
audit of Abraxas' internal controls over financial  reporting for the year ended
December  31,  2005,  and the  reviews  of the  condensed  financial  statements
included in Abraxas' quarterly reports on Form 10-Q for the years ended December
31, 2005 and December 31, 2004, were $459,972 and $226,374, 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, 2005 and December 31, 2004,
were $12,270 and $171,131,  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.

         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, 2005
or December 31, 2004.

         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.

                       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.



                                       19


                                  PROPOSAL TWO

                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, 2006.
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, 2005. 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 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.
Abstentions  will have the same legal  effect as a vote  against  the  proposal.
Non-votes are not  considered  present at the meeting for this proposal and will
have no effect on the  ratification of the  appointment of Abraxas'  independent
auditors.

         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, 2006.


                                       20


                                 PROPOSAL THREE

            Approval of 2005 Employee Long-Term Equity Incentive Plan

         General.  On September 13, 2005, subject to stockholder  approval,  the
Abraxas  Board of  Directors  adopted the  Abraxas  Petroleum  Corporation  2005
Employee  Long-Term Equity  Incentive Plan (the "2005 Employee Plan"),  the full
text of which is set forth in Appendix A to this Proxy Statement.  The following
summary of the 2005  Employee  Plan is qualified in its entirety by reference to
Appendix A. The  effectiveness  of the 2005 Employee Plan is subject to approval
by Abraxas stockholders.  In the event that stockholders do not approve the 2005
Employee  Plan,  the Board may consider  other  alternatives  to compensate  the
employees,  including the executive  officers named in the Summary  Compensation
Table on page 14, covered by the 2005 Employee Plan, which could include cash or
other awards.

         Purpose.  The purpose of the 2005 Employee Plan is to employ and retain
qualified and competent  personnel and promote the growth and success of Abraxas
by aligning the  long-term  interests of Abraxas'  key  employees  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  Employee  Plan  will  be
administered  by the  Compensation  Committee  of the  Board  of  Directors  and
authorizes  the Board to grant  non-qualified  stock  options,  incentive  stock
options or issue restricted stock to those persons who are employees of Abraxas.

         Shares Reserved and Awards.  The 2005 Employee Plan reserves  1,200,000
shares of Abraxas common stock,  subject to adjustment following certain events,
as  discussed  below.  The maximum  annual award for any one employee is 200,000
shares of Abraxas common stock. If options,  as opposed to restricted stock, are
awarded,  the exercise share price shall be no less than 100% of the fair market
value on the date of the award,  unless the employee is awarded  incentive stock
options and at the time of the award,  owns more than 10% of the voting power of
all classes of stock of Abraxas.  Under this  circumstance,  the exercise  share
price  shall be no less  than 110% of the fair  market  value on the date of the
award.  Option  terms  and  vesting  schedules  are  at  the  discretion  of the
Compensation 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 Employee Plan and full
cash 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.

         Stockholder  Rights.  Except as otherwise provided in the 2005 Employee
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 employee, only by
the employee, unless the Committee permits further transferability, on a general
or  specific  basis,  in  which  case  the  Compensation  Committee  may  impose
conditions and limitations on any permitted transferability.

         Termination  of Awards.  Unless  otherwise  provided in the  applicable
award  agreement,  vested  options  granted  under the 2005  Employee Plan shall
expire and cease to be exercisable as follows:

         o  three (3) months after the date of the  termination of the employee,
            other  than  in   circumstances   covered  by  the  following  three
            circumstances;

         o  immediately upon termination of the employee for misconduct;

         o  twelve (12) months after the date of the termination of the employee
            if such termination was by reason of disability; and

                                       21


         o  twelve (12) months after the date of the death of the employee.

         U.S. Federal Tax Consequences

         The following  discussion  summarizes  the material  federal income tax
consequences  of  participation  in the 2005 Employee Plan.  This  discussion is
general in nature and does not address issues  related to the tax  circumstances
of any particular  employee.  The discussion is based on federal income tax laws
in effect on the date  hereof  and is,  therefore,  subject to  possible  future
changes in law. This  discussion  does not address state,  local and foreign tax
consequences.

         Stock Options. In general, the grant of an option will not be a taxable
event to the recipient and it will not result in a deduction to Abraxas. The tax
consequences  associated  with the  exercise  of an  option  and the  subsequent
disposition  of shares of common  stock  acquired on the exercise of such option
depend on whether  the option is a  nonqualified  stock  option or an  incentive
stock option.

         Upon the exercise of a nonqualified  stock option, the participant will
recognize  ordinary  taxable income equal to the excess of the fair market value
of the shares of common stock  received upon  exercise over the exercise  price.
Abraxas will generally be able to claim a deduction in an equivalent amount. Any
gain or loss upon a  subsequent  sale or exchange of the shares of common  stock
will be capital gain or loss, long-term or short-term,  depending on the holding
period for the shares of common stock.

         Generally,  a participant will not recognize ordinary taxable income at
the time of exercise  of an  incentive  stock  option and no  deduction  will be
available to Abraxas,  provided the option is exercised while the participant is
an employee or within three months following  termination of employment (longer,
in the case of disability or death).  If an incentive stock option granted under
the 2005 Employee Plan is exercised  after these  periods,  the exercise will be
treated for federal income tax purposes as the exercise of a nonqualified  stock
option.  Also,  an incentive  stock option  granted under the 2005 Employee Plan
will be treated as a  nonqualified  stock option to the extent it (together with
other  incentive  stock options  granted to the  participant  by Abraxas)  first
becomes  exercisable  in any  calendar  year for shares of common stock having a
fair market value, determined as of the date of grant, in excess of $100,000.

         If shares of common stock acquired upon exercise of an incentive  stock
option are sold or  exchanged  more than one year after the date of exercise and
more than two years after the date of grant of the option,  the participant will
not recognize ordinary income in connection with such sale or exchange,  and any
gain or loss will be long-term  capital gain or loss.  If shares of common stock
acquired upon exercise of an incentive stock option are disposed of prior to the
expiration  of these  one-year or  two-year  holding  periods (a  "Disqualifying
Disposition"),  the  participant  will recognize  ordinary income at the time of
disposition, and Abraxas will generally be entitled to a deduction, in an amount
equal to the excess of the fair  market  value of the shares of common  stock at
the date of exercise over the exercise price.  Any additional gain following the
date of  exercise  will be treated as capital  gain,  long-term  or  short-term,
depending on how long the shares of common stock have been held. Where shares of
common stock are sold or exchanged in a  Disqualifying  Disposition  (other than
certain  related party  transactions)  for an amount less than their fair market
value at the date of exercise, any ordinary income recognized in connection with
the  Disqualifying  Disposition  will be limited to the amount of gain,  if any,
recognized  in the  sale or  exchange,  and any  loss  will  be a  long-term  or
short-term  capital loss,  depending on how long the shares of common stock have
been held.

         If an option is  exercised  through  the use of shares of common  stock
previously  owned  by the  participant,  such  exercise  generally  will  not be
considered a taxable  disposition of the  previously  owned shares and, thus, no
gain or loss will be  recognized  with respect to such  previously  owned shares
upon such  exercise.  The amount of any built-in  gain on the  previously  owned
shares  generally  will not be recognized  until the new shares  acquired on the
option exercise are disposed of in a sale or other taxable transaction.

         Although the exercise of an incentive  stock option as described  above
would not produce ordinary taxable income to the participant, it would result in
an increase in the  participant's  alternative  minimum  taxable  income and may
result in an alternative minimum tax liability.

         Restricted  Shares. A participant who receives  restricted  shares will
generally  recognize  ordinary  income at the time that they "vest",  i.e., when
they are not subject to a substantial risk of forfeiture. The amount of ordinary


                                       22


income so recognized will generally be the fair market value of the common stock
at the time the shares vest, less the amount, if any, paid for the shares.  This
amount is  generally  deductible  for  federal  income tax  purposes by Abraxas.
Dividends  paid with respect to common stock that is nonvested  will be ordinary
compensation  income to the participant  (and generally  deductible by Abraxas).
Any gain or loss upon a  subsequent  sale or  exchange  of the  shares of common
stock,  measured  by the  difference  between the sale price and the fair market
value on the date the shares vest,  will be capital  gain or loss,  long-term or
short-term,  depending on the holding period for the shares of common stock. The
holding  period for this purpose will begin on the date  following  the date the
shares vest.

         In lieu of the treatment  described  above, a participant  may elect to
recognize income under Section 83(b) of the Internal Revenue Code in the year of
grant of such restricted  shares.  In such event, the participant will recognize
income in the amount of the fair market  value of the  restricted  shares at the
time  of  grant  (determined  without  regard  to any  restrictions  other  than
restrictions  which by their terms will never lapse),  less the amount,  if any,
paid for the shares and Abraxas will  generally  be entitled to a  corresponding
deduction.  Dividends  paid with respect to shares as to which a proper  Section
83(b)  election has been made will not be  deductible  to Abraxas.  If a Section
83(b) election is made and the restricted shares are subsequently forfeited, the
participant  will not be  entitled to any  offsetting  tax  deduction,  and will
recognize a loss equal to the excess (if any) of the amount paid for such shares
(if any) and the amount realized upon such forfeiture (if any).

         Amendments.  Abraxas' Board or the Committee may amend or terminate the
2005  Employee  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  an  amendment  to the  2005
Employee Plan increases the maximum number of shares  available  under the plan,
changes the class of  individuals  eligible to receive awards under the plan, or
requires  stockholder  approval under 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 such  amendment  of the 2005
Employee Plan.  Subject to the foregoing,  it is specifically  intended that the
Board or Committee may amend the 2005 Employee 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 Employee 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 Employee  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 has 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 Employee Plan, or in any award
previously  granted or which may be granted under the 2005 Employee  Plan,  then
such  adjustment  shall be made by the  Committee  and  shall be  effective  and
binding for all purposes of the 2005 Employee Plan.

         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.


                                       23


Estimate of Benefits.

         The number of shares of restricted  stock or stock options that will be
awarded to the  executive  officers of Abraxas is within the  discretion  of the
Compensation Committee and therefore is not currently  determinable.  The number
of  options  granted  to the  executive  officers  of  Abraxas  and to all other
employees participating in the 2005 Employee Plan are as follows:

   Abraxas Petroleum Corporation 2005 Employee Long-Term Equity Incentive Plan

--------------------------------------------------------------------------------
Name                            Number of Options         Dollar Value ($) (1)
--------------------------------------------------------------------------------
Robert L.G. Watson                   100,000                    459,000
--------------------------------------------------------------------------------
Chris E. Williford                   100,000                    459,000
--------------------------------------------------------------------------------
Lee T. Billingsley                    50,000                    229,500
--------------------------------------------------------------------------------
William H. Wallace                    50,000                    229,500
--------------------------------------------------------------------------------
Stephen T. Wendel                     50,000                     229,500
--------------------------------------------------------------------------------
Executive Officer Group              350,000                   1,606,500
--------------------------------------------------------------------------------
Non-Executive Officers and           221,000                   1,014,390
   Employee Group
--------------------------------------------------------------------------------
------------------

(1)      Calculated by multiplying the number of shares by the closing price for
         Abraxas common stock on the AMEX on September 13, 2005, the date of the
         Board approved the 2005 Employee Plan.

         Effectiveness.  Upon effectiveness, the 2005 Employee 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 Employee  Long-Term Equity Incentive Plan. The enclosed form of
proxy  provides a means for  stockholders  to vote for the  approval of the 2005
Employee  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 Employee Plan. Abstentions will have the same legal effect
as a vote against the  proposal.  Non-votes  are not  considered  present at the
meeting for this  proposal  and will have no effect on the  approval of the 2005
Employee Plan.

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


                                       24



              STOCKHOLDER PROPOSALS FOR 2007 ABRAXAS ANNUAL MEETING

         Abraxas  intends  to hold its next  annual  meeting  during  the second
quarter of 2007,  according to its normal  schedule.  In order to be included in
the proxy material for the 2007 Annual  Meeting,  Abraxas must receive  eligible
proposals of  stockholders  intended to be presented at the annual meeting on or
before  December  21,  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 2007 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 25, 2007 nor  earlier  than  February  25,  2007.  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 2007 Annual Meeting is more than 30 days from May
25, 2007 (the anniversary of the 2006 Annual Meeting),  the dates for submission
with the proxy  materials  and to be  properly  brought  before the 2007  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, 2005.  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
April 21, 2006

                                       25



                                   APPENDIX A


















                          ABRAXAS PETROLEUM CORPORATION


                  2005 EMPLOYEE LONG-TERM EQUITY INCENTIVE PLAN








                          ABRAXAS PETROLEUM CORPORATION


                  2005 EMPLOYEE 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                                                          3
                    ---------------------------
     SECTION 4.     Shares Subject to this Plan                                                          4
                    ---------------------------
     SECTION 5.     Adjustments to Shares Subject to this Plan                                           5
                    ------------------------------------------

PART II TERMS APPLICABLE TO ALL AWARDS...................................................................5
     SECTION 6.     General Eligibility and Annual Maximum Award; Procedure for Exercise
                    ---------------------------------------------------------------------
                    of Awards; Rights as a Stockholder                                                   5
                    ----------------------------------
     SECTION 7.     Effect of Change of Control                                                          6
                    ---------------------------

PART III SPECIFIC TERMS APPLICABLE TO OPTIONS AND STOCK AWARDS...........................................6
     SECTION 8.     Grant, Terms and Conditions of Options                                               6
                    --------------------------------------
     SECTION 9.     Grant, Terms and Conditions of Stock Awards                                          7
                    -------------------------------------------

PART IV TERM OF PLAN AND STOCKHOLDER APPROVAL............................................................8
     SECTION 10.    Term of Plan                                                                         8
                    ------------
     SECTION 11.    Amendment and Termination of this Plan.                                              8
                    --------------------------------------
     SECTION 12.    Stockholder Approval                                                                 8
                    --------------------

PART V MISCELLANEOUS.....................................................................................8
     SECTION 13.    Unfunded Plan                                                                        8
                    -------------
     SECTION 14.    Representations and Legends                                                          9
                    ---------------------------
     SECTION 15.    Assignment of Benefits                                                               9
                    ----------------------
     SECTION 16.    Governing Laws                                                                       9
                    --------------
     SECTION 17.    Application of Funds                                                                 9
                    --------------------
     SECTION 18.    Right of Discharge                                                                   9
                    ------------------










2



                          ABRAXAS PETROLEUM CORPORATION


                  2005 Employee 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 to (a)
employ and retain  qualified and competent  personnel and (b) promote the growth
and success of the Company's and its Subsidiaries'  business by (i) aligning the
long-term  interests of the Company's key employees  with those of the Company's
stockholders  by providing an  opportunity to acquire an interest in the Company
and (ii) providing 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 Non-Qualified  Stock Options,  Incentive
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) "AMEX" means the American Stock Exchange.

                  (b)  "Award"  means any award or  benefit  granted  under this
Plan, including Options and Restricted Stock.

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

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

                  (e) "Board" means the Company's Board of Directors.

                  (f)  "Change of  Control"  means the first day that any one or
more of the following conditions has been satisfied:

                        (i) the  sale,  transfer,  or  assignment  to,  or other
                  acquisition  by any other  entity or  entities  (other  than a
                  Subsidiary),  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)  during  any  36-consecutive   month  period,  the
                  individuals  who, at the beginning of such period,  constitute
                  the Board  ("Incumbent  Directors") cease for any reason other
                  than death to constitute at least a majority of the members of
                  the Board; provided, however, that except as set forth in this
                  Section  2(f)(iii),  an individual who becomes a member of the
                  Board  subsequent  to the  beginning of the  36-month  period,
                  shall be deemed to have  satisfied  such 36-month  requirement
                  and shall be deemed an Incumbent Director if such Director was
                  elected by or on the  recommendation  of, or with the approval
                  of, at least two-thirds of the Directors who then qualified as
                  Incumbent   Directors  either  actually   (because  they  were
                  Directors at the  beginning of such period) or by operation of
                  the  provisions  of  this  Section;  if  any  such  individual
                  initially  assumes office as a result of or in connection with
                  either an actual or  threatened  solicitation  with respect to
                  the  election  of  Directors  (as such  terms are used in Rule
                  14a-12(c) of  Regulation  14A  promulgated  under the Exchange





                  Act) or other actual or threatened solicitations of proxies or
                  consents  by or on behalf of a person  other  than the  Board,
                  then such  individual  shall not be  considered  an  Incumbent
                  Director; or

                        (iv) a merger,  consolidation,  reorganization  or other
                  business  combination (a "Transaction"),  as a result of which
                  the  shareholders  of the  Company  immediately  prior to such
                  Transaction own directly or indirectly  immediately  following
                  such Transaction less than 50% of the combined voting power of
                  the outstanding voting securities of the entity resulting from
                  such Transaction.

                        (g) "Change in Control  Value" has the meaning set forth
                  in Section 5(b).

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

                        (i)  "Committee"   means  the   Compensation   Committee
                  appointed  by the Board,  which shall be  comprised  of two or
                  more  outside  Directors  (within  the  meaning  of  the  term
                  "outside directors" as used in section 162(m) of the Code, and
                  applicable  interpretive  authority under the Code, and within
                  the meaning of  "Non-Employee  Director"  under SEC Rule 16b-3
                  promulgated under the Exchange Act).

                        (j)  "Common  Stock"  means  the  common  stock  of  the
                  Company, par value $.01 per share.

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

                        (l) "Director" means a member of the Board.

                        (m)  "Effective  Date"  means  the  date  on  which  the
                  Company's  stockholders  have approved this Plan in accordance
                  with  applicable  AMEX  rules,  or the  rules  of  such  other
                  exchange upon which the Company's  Common Stock is then either
                  quoted or traded.

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

                        (o) "Fair  Market  Value"  means 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 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.

                        (p) "Incentive  Stock Option" means any Option  intended
                  to qualify as an incentive stock option with in the meaning of
                  Section 422 of the Code.

                        (q)  "Incumbent  Director"  has the meaning set forth in
                  Section 2(f)(iii).

                        (r) "Misconduct" means the termination of employment for
                  "cause" as defined in Participant's employment agreement or in
                  the  absence  of  such  an  agreement  or  such a  definition,
                  "Misconduct"  will mean a determination  by the Committee that
                  Participant  (i) has engaged in personal  dishonesty,  willful
                  violation of any law,  rule, or  regulation  (other than minor
                  traffic  violations  or  similar   offenses),   or  breach  of
                  fiduciary duty involving  personal  profit,  (ii) is unable to
                  satisfactorily perform or has failed to satisfactorily perform
                  Participant's  duties and  responsibilities for the Company or
                  any  affiliate,  (iii) has been  convicted  of, or plead  nolo
                  contendere  to,  any  felony  or  a  crime   involving   moral
                  turpitude,   (iv)  has  engaged  in   negligence   or  willful
                  misconduct in the performance of his duties including, but not
                  limited to, willfully  refusing without proper legal reason to
                  perform  Participant's  duties and  responsibilities,  (v) has
                  materially  breached any  corporate  policy or code of conduct
                  established  by the Company or any  affiliate as such policies
                  or codes may be adopted  from time to time,  (vi) has violated
                  the terms of any confidentiality,  nondisclosure, intellectual
                  property,   nonsolicitation,    noncompetition,    proprietary
                  information  and inventions,  or any other  agreement  between
                  Participant   and  the   Company   related  to   Participant's
                  employment,  or (vii) has engaged in conduct that is likely to
                  have a  deleterious  effect on the Company or any affiliate or
                  their legitimate business interests including, but not limited
                  to, their goodwill and public image.

                                       2


                        (s)  "Non-Qualified  Stock  Option" means an Option that
                  does not qualify or is not intended to qualify as an Incentive
                  Stock Option.

                        (t) "Option"  means a  Non-Qualified  Stock Option or an
                  Incentive  Stock Option granted  pursuant to Section 8 of this
                  Plan.

                        (u) "Optionee"  means a Participant who has been granted
                  an Option.

                        (v)  "Participant"  means any employee of the Company or
                  any of its Subsidiaries that has been granted an Award.

                        (w) "Plan" means this Abraxas Petroleum Corporation 2005
                  Employee  Long-Term  Equity  Incentive  Plan,   including  any
                  amendments thereto.

                        (x) "Restricted  Stock" means a grant of Shares pursuant
                  to Section 9 of this Plan.

                        (y) "SEC" means the Securities and Exchange Commission.

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

                        (aa)  "Subsidiary"  means  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 that entity,  whether  through
                  the Company's  ownership of voting securities,  by contract or
                  otherwise.

                        (bb)  "Transaction" has the meaning set forth in Section
                  2(f)(iv).

         SECTION 3.        Administration of this Plan.

                        (a) Authority.  This Plan shall be  administered  by the
Committee. The Committee has 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 the full Board and/or
stockholders.

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

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

                             (ii)  to  grant  Awards  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 forms
                         of Award  Agreements,  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, rules, regulations and listing requirements and to


                                       3


                         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;


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.  To the extent  permitted by 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 persons other
than its  members  to carry  out its  policies  and  directives,  including  the
authority to grant Awards,  subject to the limitations and guidelines set by the
Committee,  except that (i) the  authority  to grant or  administer  Awards with
respect to persons  who are  subject to Section 16 of the  Exchange  Act,  or to
persons who are "covered employees" (within the meaning of Treasury  Regulation,
Section  1.162-27(c)(2)),  shall not be delegated by the Committee; and (ii) any
such delegation shall satisfy any other applicable requirements of Rule 16b-3 of
the Exchange Act, or any successor provision. Any action by any such delegate(s)
within the scope of such  delegation  shall be deemed for all  purposes  to have
been taken by the Committee.  Any person to whom such authority is granted shall
continue to be eligible to receive  Awards under this Plan,  provided  that such
Awards are granted directly by the Committee without delegation.

         SECTION 5.        Shares Subject to this Plan.

                  (e) Reservation of Shares. The shares of Common Stock reserved
under this Plan shall be 1,200,000  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 has been  terminated,  become available for future Awards under
this Plan.  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.

                  (f)  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.

                  (g)  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 of 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.

                  (h) Substitutions and Assumptions.  The Board or the Committee
has 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


                                       4


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 4.        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 has
been changed, or for which it has 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 has the power, in the event of
any  Transaction,  to (1) amend all  outstanding  Options 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  (2) to terminate each such
Option as of such  effective date and pay each holder of such Award an amount of
cash per share equal to the excess,  if any, of the Change in Control  Value (as
hereinafter  defined) of the shares  subject to such  Option  over the  exercise
price under such Options for such shares.  For purposes of this  subsection (b),
the "Change in Control Value" shall be the per share price paid to  stockholders
of  the  Company  in the  Transaction,  provided  that  in the  event  that  the
consideration  offered to stockholders of the Company consists of anything other
than cash, the Committee will  determine,  in its sole and absolute  discretion,
the fair cash equivalent portion of the consideration offered that is other than
cash.

                  (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.

                                     PART II

                         TERMS APPLICABLE TO ALL AWARDS

         SECTION 6. General Eligibility and Annual Maximum Award;  Procedure for
Exercise of Awards; Rights as a Stockholder.

                  (a)  General  Eligibility.  Awards  may  be  granted  only  to
Participants.

                  (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  shall not exceed  200,000
shares of Common Stock (subject to adjustment as set forth in Section 5(a)).

                  (c)  Procedure.  An Award shall be  exercised  when written or
electronic  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.  The
Company shall issue (or cause to be issued) such share certificate promptly upon
exercise of and full  payment for the Award.  No  adjustment  will be made for a


                                       5


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.

                  (d) Method of Payment.  The  consideration  to be paid for any
Shares to be issued upon exercise or other required  settlement of an Award must
be paid by cash, check or wire transfer of immediately available funds.

                  (e) 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.

                  (f)  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  7.  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 7(b)) upon the occurrence of a Change of Control.

                  (b)  Definition.  For  purposes of this Section 7, 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 8. Grant, Terms and Conditions of Options.


                  (a)  Designation.  Each Option shall be designated in an Award
Agreement as either an Incentive Stock Option or a  Non-Qualified  Stock Option.
However,  notwithstanding  such  designations,  to the extent that the aggregate
Fair Market  Value of the Shares with  respect to which  Options  designated  as
Incentive  Stock Options are  exercisable  for the first time by any Participant
during any calendar year (under all plans of the Company) exceeds $100,000, such
excess Options shall be treated as Non-Qualified Stock Options. Options shall be
taken into account in the order in which they were granted.

                  (b)  Term  of  Options.  The  term  of each  Option  shall  be
established by the Committee in its sole and absolute  discretion at the date of
grant. However, the term of each Incentive Stock Option shall be no more than 10
years from the date of grant,  and , in the case of an  Incentive  Stock  Option
granted to a  Participant  who, at the time the Option is  granted,  owns Shares
representing  more than 10% of the voting  power of all  classes of stock of the
Company or any Subsidiary,  the term of the Option shall be no more than 5 years
from the date of grant.

                  (c) Vesting.  Options granted pursuant to this Section 8 shall
vest pursuant to the periods,  terms and conditions  determined by the Committee
in its sole  discretion.  The Committee in its sole and absolute  discretion may
provide that an Option will be vested or exercisable  upon (1) the attainment of
one or more performance goals or targets  established by the Committee;  (2) the
Optionee's  continued employment as an Employee with the Company for a specified
period of time; (3) the occurrence of any event or the satisfaction of any other


                                       6


condition specified by the Committee in its sole and absolute discretion; or (4)
a combination of any of the foregoing. Each Option may, in the sole and absolute
discretion of the Committee,  have different  provisions with respect to vesting
and/or exercise of the Option. To the extent Options vest and become exercisable
in  increments,  such Options shall cease vesting as of the  termination of such
Optionee's  employment  for any  reason  other  than  death,  in which case such
Options shall immediately vest in full.

                  (d) Exercise Prices.

                      (i) The per Share exercise price under an Incentive  Stock
                         Option shall be: (A) if granted to a  Participant  who,
                         at the  time  of the  grant  of  such  Incentive  Stock
                         Option,  owns shares  representing more than 10% of the
                         voting  power of all classes of stock of the Company or
                         any  Subsidiary,  the per Share exercise price shall be
                         no less than 110% of the Fair market Value per Share of
                         the Common Stock on the date the Option is granted,  or
                         (B) if granted to any other Participant,  the per Share
                         exercise  price  shall be no less than 100% of the Fair
                         Market  Value per Share of the Common Stock on the date
                         the Option is granted.

                      (ii) The per Share  exercise  price under a  Non-Qualified
                         Stock  Option  shall be no less  than  100% of the Fair
                         Market  Value per Share of the Common Stock on the date
                         the Option is granted.

                  (e)  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, as provided in the applicable  Award  Agreement,
and as are  permissible  under the  terms of this  Plan.  An  Option  may not be
exercised for a fraction of a Share.

                  (f)  Expiration  of Options upon  Termination  of  Employment.
Unless otherwise provided in the applicable Award Agreement as determined by the
Committee at the time of grant,  Options  granted under this Plan,  shall expire
and cease to be exerciseable as follows:

                      (i) three (3) months after the date of the  termination of
                         Optionee's  employment,  other  than  in  circumstances
                         covered by (ii), (iii) or (iv) below;

                      (ii) immediately upon termination of Optionee's employment
                         for Misconduct;

                      (iii) twelve (12) months after the date of the termination
                         of a Optionee's  employment if such  termination was by
                         reason of  disability  (within  the  meaning of Section
                         22(e)(3) of the Code); and

                      (iv) twelve (12)  months  after the date of the death of a
                         Participant.

Notwithstanding  the  foregoing in this  subsection  (f), the  Committee has 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  Optionee's  employment had
occurred.  To the extent that the extension of the expiration date results in an
Option no longer  qualifying as an Incentive Stock Option,  such extension shall
not be effective  unless Optionee  approves the extension and waives any and all
claims  against the Committee and the Company for any losses  resulting from the
disqualification of the Incentive Stock Option.

         SECTION 9. 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.

                                       7


                  (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.  The Committee may provide that vesting
of such  Award will occur  upon (1) the  attainment  of one or more  performance
goals or targets established by the Committee, which are based on (i) percentage
increases in net asset value,  (ii) earnings  before or after  interest,  taxes,
depreciation,  and/or amortization,  (iii) general administrative  expenses, and
(iv) finding costs; (2) the Optionee's  continued employment or service with the
Company for a specified  period of time;  (3) the occurrence of any event or the
satisfaction of any other  condition  specified by the Committee in its sole and
absolute  discretion;  or (4) a combination of any of the foregoing.  Subject to
the  applicable  provisions  of the Award  Agreement  and this  Section  9, upon
termination of a Participant's  employment 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.  Each Restricted Stock Award may, in the sole and absolute discretion
of the Committee, have different forfeiture and vesting provisions.

                                     PART IV

                      TERM OF PLAN AND STOCKHOLDER APPROVAL

         SECTION 10. Term of Plan.  This Plan shall  become  effective as of the
Effective Date and shall  continue in effect until the tenth  anniversary of the
Effective Date or until  terminated under Section 11 of this Plan or extended by
an amendment  approved by the  stockholders  of the Company  pursuant to Section
11(a).

         SECTION 11. 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 an amendment to this Plan
(1) increases the maximum number of shares available under the Plan, (2) changes
the class of  individuals  eligible  to receive  Awards  under the Plan,  or (3)
requires  stockholder  approval under 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 such  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 impair  the  rights of  Participants  under
previously-granted  Awards and such Awards shall remain in full force and effect
as if this Plan had not been so amended or terminated,  unless  mutually  agreed
otherwise between the Participant and the Committee,  which agreement must be in
writing and signed by the Participant and the Company.

         SECTION 12.  Stockholder  Approval.  The  effectiveness of this Plan is
subject to  approval  by the  stockholders  of the  Company in  accordance  with
applicable  AMEX  rules,  or the rules of such  other  exchange  upon  which the
Company's  Common Stock is either  quoted or traded at the time the Plan becomes
effective.

                                     PART V

                                  MISCELLANEOUS

         SECTION 13.  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  has any  interest  in any assets of the
Company by virtue of this Plan. Nothing in this Section 13 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


                                       8


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 14. 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 15. 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 16.  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.

         SECTION 17.  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 18. Right of Discharge. Nothing in this Plan or in any Award or
Award Agreement  shall confer upon any  Participant or any other  individual the
right to  continue  in the  employment  or service of the  Company or any of its
Subsidiaries,  or affect any right the  Company or any of its  Subsidiaries  may
have to terminate the employment or service of any such Participant or any other
individual at any time for any reason.







                                       9