UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION



                             Washington, D.C. 20549



                                    FORM 8-K

                                 CURRENT REPORT

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



                                 Date of Report
                                 August 12, 2004


                          Abraxas Petroleum Corporation
             (Exact name of registrant as specified in its charter)


                                     Nevada
                 (State of other jurisdiction of incorporation)





0-19118                                          74-2584033
(Commission File Number)             (I.R.S. Employer Identification Number)




                        500 N. Loop 1604 East, Suite 100
                            San Antonio, Texas 78232
                    (Address of principal executive offices)

               Registrant's telephone number, including area code:
                                  210-490-4788





Item 7.     FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS


            (c)  Exhibits.

            EXHIBIT
            NUMBER                          DESCRIPTION
            --------------- --------------------------------------------------
            99.1                 Press Release dated August 11, 2004.


Item 12.  DISCLOSURE OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION.


On August 11, 2004,  Abraxas  issued a press release  announcing  its results of
operations and financial condition for the quarter and six months ended June 30,
2004. The full text of the press release is attached  hereto as Exhibit 99.1 and
is incorporated herein by reference. In accordance with SEC Release No. 33-8176,
the information  contained in such press release shall not be deemed "filed" for
purposes of Section 18 of the Securities  Exchange Act of 1934, as amended,  nor
shall it be deemed  incorporated by reference in any filing under the Securities
Act of 1933,  as  amended,  except as shall be  expressly  set forth by specific
reference in such a filing.


The following  information is being furnished pursuant to Item 12 "Disclosure of
Results of Operations  and  Financial  Condition."  The Company's  press release
contains non-GAAP financial measures. Generally, a non-GAAP financial measure is
a numerical  measure of a company's  performance,  financial  position,  or cash
flows that either excludes or includes amounts that are not normally excluded or
included in the most directly  comparable  measure  calculated  and presented in
accordance with United States generally accepted accounting principles, or GAAP.
Pursuant  to  the  requirements  of  Regulation  G,  the  Company  has  provided
quantitative  reconciliations within the press release of the non-GAAP financial
measures to the most directly comparable GAAP financial measures.









                                   SIGNATURES


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

                          ABRAXAS PETROLEUM CORPORATION



                          By: /s/Chris Williford
                              -------------------
                               Chris Williford
                               Executive Vice President, Chief Financial
                               Officer and Treasurer


Dated:   August 12, 2004