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

                                  SCHEDULE 13G
                                 (Rule 13d-102)


   INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),
       (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
                                (Amendment No. )1

                          Abraxas Petroleum Corporation
                                (Name of Issuer)

                          Common Stock, $.01 par value
                         (Title of Class of Securities)

                                    003830106
                                 (CUSIP Number)

                                 August 12, 2002
             (Date of Event which Requires Filing of this Statement)

Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:




     |_| Rule 13d-1(b)

     |X| Rule 13d-1(c)

     |_| Rule 13d-1(d)




--------------------
1 The remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.


The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 or  otherwise  subject to the  liabilities  of that  section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).



1     Name of Reporting Person/I.R.S. Identification Nos. of Above Persons
      (Entities Only)


      Peter S. Lynch

2     Check the Appropriate Box If a Member of a Group                   (a) |_|
      (See Instructions)                                                 (b) |_|

3     SEC Use Only


4     Citizenship or Place of Organization


      United States of America

                     5         Sole Voting Power
       Number of
         Shares
      Beneficially             630,500
        Owned by
          Each       6         Shared Voting Power
       Reporting
         Person
          With                 1,209,500

                     7         Sole Dispositive Power


                               630,500

                     8         Shared Dispositive Power


                               1,209,500

9     Aggregate Amount Beneficially Owned by Each Reporting Person


      1,840,000

10    Check If the Aggregate Amount in Row (9) Excludes Certain Shares       |_|
      (See Instructions)


11    Percent of Class Represented by Amount in Row (9)


      6.14

12    Type of Reporting Person (See Instructions)


      IN


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Item 1(a).        Name of issuer:

              Abraxas Petroleum Corporation

Item 1(b).        Address of Issuer's Principal Executive Offices:

              500 N. Loop 1604, East, Suite 100, San Antonio, Texas 78232

Item 2(a).        Name of Person Filing:

              Peter S. Lynch

Item 2(b).        Address of Principal Offices or, if None, Residence:

              82 Devonshire Street, S8A, Boston, Massachusetts 02109

Item 2(c).        Citizenship:

              United States of America

Item 2(d).        Title of Class of Securities:

              Common Stock, $.01 par value

Item 2(e).        CUSIP Number:

              003830106

Item 3.       If the  Statement is being filed  pursuant to Rule  13d-1(b) or
              13d-2(b) or (c), check whether the filing person is a:



         (a)   |_|    Broker or dealer registered under Section 15 of the
                      Exchange Act;

         (b)   |_|    Bank as defined in Section 3(a)(6) of the Exchange Act;

         (c)   |_|    Insurance company as defined in Section 3(a)(19) of the
                      Exchange Act;

         (d)   |_|    Investment company registered under Section 8 of the
                      Investment Company Act;

         (e)   |_|    An investment adviser in accordance with Rule
                      13d-1(b)(1)(ii)(E);

         (f)   |_|    An employee benefit plan or endowment fund in accordance
                      with Rule 13d-1(b)(1)(ii)(F);

         (g)   |_|    A parent holding company or control person in accordance
                      with Rule 13d-1(b)(1)(ii)(G);

         (h)   |_|    A savings association as defined in Section 3(b) of the
                      Federal Deposit Insurance Act;

         (i)   |_|    A church plan that is excluded from the definition of an
                      investment company under Section 3(c)(14) of the
                      Investment Company Act;

         (j)   |_|    Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

                                      -3-


Item 4.       Ownership.



     The holdings reported herein are stated as of August 20, 2002.
                                                                     

     (a) Amount beneficially owned:                                       1,840,000 shares

     (b) Percent of class:                                                     6.14%

     (c) Number of shares as to which such person has:

     (i)      Sole power to vote or direct the vote:                        630,500 shares

     (ii)     Shared power to vote or direct the vote:                    1,209,500 shares

     (iii)    Sole power to dispose or to direct the disposition of:        630,500 shares

     (iv)     Shared power to dispose or to direct the disposition of:    1,209,500 shares


Item 5.       Ownership of Five Percent or Less of a Class.

     If this  statement  is being  filed to report  the fact that as of the date
hereof the reporting  person had ceased to be the beneficial  owner of more than
five percent of the class of securities, check the following [ ].

Item 6.       Ownership of More than Five Percent on Behalf of Another Person.

     The shares  identified in Item 4 include shares  beneficially  owned by Mr.
Lynch's  wife (Mrs.  Lynch's  powers to vote or dispose  are  treated as if they
belonged to Mr. Lynch for purposes of this statement), shares beneficially owned
in  two  charitable  lead  trusts  and  a  charitable  remainder  trust,  shares
beneficially  owned in trust  for  members  of Mr.  Lynch's  family  and  shares
beneficially owned by a charitable foundation of which Mr. Lynch is a trustee.

Item 7.       Identification and Classification of the Subsidiary Which Acquired
              the Security Being Reported on by the Parent Holding Company or
              Control Person.

     Not applicable.

Item 8.       Identification and Classification of Members of the Group.

     Not applicable.

Item 9.       Notice of Dissolution of Group.

     Not applicable.

Item 10.      Certification.

     By signing  below I certify  that,  to the best of my knowledge and belief,
the  securities  referred  to above were not  acquired  and are not held for the
purpose of or with the effect of  changing  or  influencing  the  control of the
issuer of the  securities  and were not acquired and are not held in  connection
with or as a participant in any transaction having that purpose or effect.

                                      -4-





                                    SIGNATURE


     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.

                                                  August 20, 2002
                                                      (Date)


                                              /s/ Peter S. Lynch
                                                  (Signature)


                                                  Peter S. Lynch
                                                  (Name/Title)



Attention.  Intentional  misstatements  or omissions of fact constitute  Federal
criminal violations (See 18 U.S.C. 1001)


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