Exhibit 31.2

                               CERTIFICATIONS


I, Chris Williford, certify that:

       1. I have  reviewed  this  quarterly  report  on Form  10-Q of  Abraxas
            Petroleum Corporation;

         2. Based on my knowledge,  this  quarterly  report does not contain any
            untrue statement of a material fact or omit to state a material fact
            necessary to make the statements made, in light of the circumstances
            under which such  statements  were made, not misleading with respect
            to the period covered by this quarterly report;

         3. Based on my knowledge, the financial statements, and other financial
            information included in this quarterly report, fairly present in all
            material respects the financial condition, results of operations and
            cash flows of the  registrant as of, and for, the periods  presented
            in this quarterly report;

         4. The registrant's  other certifying officer and I are responsible for
            establishing and maintaining  disclosure controls and procedures (as
            defined in  Exchange  Act Rules  13a-15(e)  and  15d-15(e))  for the
            registrant and have:

            (a)designed such disclosure controls and procedures,  or caused such
               disclosure  controls  and  procedures  to be  designed  under our
               supervision,  to ensure that material information relating to the
               registrant,  including  its  consolidated  subsidiaries,  is made
               known to us by others within those entities,  particularly during
               the period in which this quarterly report is being prepared;

            (b)evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls  and  procedures,  and  presented  in  this  report  our
               conclusions  about the  effectiveness of the disclosure  controls
               and  procedures,  as of the  end of the  period  covered  by this
               report based on such evaluation; and

            (c)disclosed in this report any change in the registrant's  internal
               control  over  financial   reporting  that  occurred  during  the
               registrant's fourth fiscal quarter that has materially  affected,
               or is reasonably  likely to materially  affect,  the registrant's
               internal control over financial reporting.

         5. The  registrant's  other  certifying  officer and I have  disclosed,
            based  on our  most  recent  evaluation  of  internal  control  over
            financial  reporting,  to the  registrant's  auditors  and the audit
            committee  of  the  registrant's  board  of  directors  (or  persons
            performing the equivalent functions):

            (a)all  significant  deficiencies  in the  design  or  operation  of
               internal controls which are reasonably likely to adversely affect
               the registrant's ability to record, process, summarize and report
               financial information; and

            (b)any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal control over financial reporting.


 Date:  May 13, 2004

 /s/ Chris Williford
     Chris Williford
     Executive Vice President and
     Principal Accounting Officer

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