UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION



                             Washington, D.C. 20549



                                   F O R M 8-K

                                 CURRENT REPORT

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



                                 Date of Report
                                January 15, 2003


                          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 5.OTHER EVENTS

See attached Press Release



The following exhibits are filed as part of this report:

NUMBER                                      DOCUMENT

99.1                                 Press release dated January 15, 2003




                                   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:    January 15, 2003




                                                                  Exhibit 99.1

                                  NEWS RELEASE

                    ABRAXAS PETROLEUM EXTENDS EXCHANGE OFFER

     SAN  ANTONIO,  TX  (January  15,  2003)  -  Abraxas  Petroleum  Corporation
(AMEX:ABP)  ("Abraxas")  today announced that it has extended the exchange offer
(the "Offer") for its 11 1/2% Senior Secured Notes due 2004, Series A, CUSIP No.
003831AG9,  and 11 1/2%  Senior  Notes due 2004,  Series D, CUSIP No.  003831AF1
(collectively,  the "Notes"),  which commenced on December 9, 2002.  Abraxas has
extended the expiration date of the Offer until 12:00 midnight,  EST, on January
15, 2003, unless the Offer is extended.

     As of the close of business on January 14, 2003,  $158.1 million  principal
amount of the Notes had been validly tendered or guaranteed.

     The Offer is conditioned on a minimum of 99% of the principal amount of the
Notes (approximately $189 million) being tendered. The consummation of the Offer
is subject to certain  conditions,  which are  described  in  Abraxas'  Offer to
Exchange dated December 9, 2002.

     The notes and shares of Abraxas common stock to be issued in the Offer have
not  been  registered  under  the  Securities  Act  of  1933,  as  amended  (the
"Securities  Act"),  and may not be offered or sold in the United States without
registration  under  the  Securities  Act  or  pursuant  to  an  exemption  from
registration.

     This  announcement is not an offer to purchase,  a solicitation of an offer
to purchase, or solicitation of an offer to sell securities, with respect to any
Notes. The Offer may only be made pursuant to the terms of the Offer to Exchange
and the accompanying Letter of Transmittal.

     Jefferies & Company,  Inc. is acting as dealer manager and Mellon  Investor
Services, LLC is acting as information agent for the Offer.

     Abraxas Petroleum  Corporation is a San Antonio-based crude oil and natural
gas  exploitation  and production  company that also processes  natural gas. The
Company operates in Texas, Wyoming and western Canada.

     Safe  Harbor for  forward-looking  statement:  Statements  in this  release
looking forward in time involve known and unknown risks and uncertainties, which
may cause the  Company's  actual  results  in future  periods  to be  materially
different from any future  performance  suggested in this release.  Such factors
may  include,  but may not be  necessarily  limited  to,  changes  in the prices
received  by the  Company  for crude  oil and  natural  gas.  In  addition,  the
Company's  future crude oil and natural gas production is highly  dependent upon
the  Company's  level of success in  acquiring or finding  additional  reserves.
Further,  the  Company  operates  in an  industry  sector  where  the  value  of
securities  is highly  volatile  and may be  influenced  by  economic  and other
factors  beyond  the  Company's  control.  In  the  context  of  forward-looking
information provided for in this release, reference is made to the discussion of
risk factors  detailed in the Company's  filing with the Securities and Exchange
Commission during the past 12 months.

FOR MORE INFORMATION CONTACT:
Janice Herndon/Manager Corp. Communications
Telephone 210.490.4788
jherndon@abraxaspetroleum.com
www.abraxaspetroleum.com