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

                                 March 31, 2005
                Date of Report (Date of earliest event reported)

                          ABRAXAS PETROLEUM CORPORATION
             (Exact name of registrant as specified in its charter)

 Nevada                            0-19118                  74-2584033
(State or other jurisdiction of   (Commission             (IRS Employer
 incorporation)                    File Number)            Identification No.)


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

   (Address of principal executive offices and Registrant's telephone number,
                              including area code)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications  pursuant to Rule 425 under the Securities Act (17
    CFR 230.425)

[ ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17
    CFR 240.14a-12)

[ ] Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement  communications  pursuant  to Rule  13e-4(c)  under the
    Exchange Act (17 CFR 240.13e-4(c))






Item 3.02 Unregistered Sales of Equity Securities

     On November 3, 2004,  Abraxas  Petroleum  Corporation  ("Abraxas")  filed a
Current Report on Form 8-K which  described  Abraxas'  completion of a financial
restructuring  on  October  28,  2004.  In  connection  with  the  October  2004
restructuring,  and also as described in the November 3, 2004 Current  Report on
Form 8-K, Abraxas issued to Guggenheim  Corporate  Funding,  LLC  ("Guggenheim")
warrants to purchase up to 1,000,000  shares of the  Abraxas'  common stock at a
purchase price of $0.01 per share.

     On March  31,  2005,  pursuant  to the  terms of the  warrants,  Guggenheim
exercised  its  warrants to  purchase  1,000,000  shares of our common  stock by
providing  Abraxas  notice of such  exercise  and  instructing  Abraxas to issue
996,479  shares and  withhold  3,521  shares of stock  otherwise  issuable  upon
exercise of the warrants as  consideration  for the shares to be issued pursuant
to the warrants.

     In  connection  with  issuing the  warrants  and the shares to  Guggenheim,
Abraxas  relied on the  exemption  from  registration  requirements  provided by
Section  4(2) of the  Securities  Act of 1933,  as  amended,  in that no  public
offering was involved.





                                   SIGNATURES

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

                         Abraxas Petroleum Corporation

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


Dated:  April 5, 2005