Cox Smith Matthews
INCORPORATED
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ATTORNEYS o COUNSELORS
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DIRECT NUMBER EMAIL ADDRESS
210.554.5255 SRJACOBS@COXSMITH.COM
September 16, 2005
Mr. H. Roger Schwall
Assistant Director
Division of Corporation Finance
Securities and Exchange Commission
450 5th Street Northwest
Washington, DC 20549
Re: Abraxas Petroleum Corporation
Registration Statement on Form S-3 filed August 12, 2005
File No. 333-127480 (the "Registration Statement")
Dear Mr. Schwall:
On behalf of our client, Abraxas Petroleum Corporation ("Abraxas"), we
have reviewed the Staff's comments in your letter dated September 9, 2005 with
respect to the Registration Statement.
The following are Abraxas' responses to your comments. To simplify your
review, we have included your comments in italics. To the extent required,
Amendment No. 1 to Registration Statement on Form S-3 which was filed today
reflects the changes described in this letter.
1. Comment: Expand the Selling Stockholders table to include the
natural persons with power to vote or to dispose of the securities
offered for resale by the entities that are listed as selling
stockholders. If more than one holder is listed as beneficial owner
for the same securities, include explanatory text or footnotes. See
Interpretation 4S of the Regulation S-K portion of the March 1999
supplement to the CF telephone interpretation manual.
Abraxas has amended the Selling Stockholder's table on page 15 of
the Registration Statement to include the natural persons with power
to vote or to dispose of the securities offered for resale by the
entities that are listed as Selling Stockholders.
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112 EAST PECAN STREET 111 CONGRESS WWW.COXSMITH.COM
SUITE 1800 SUITE 2800
SAN ANTONIO, TEXAS 78205 AUSTIN, TEXAS 78701
TEL: 210.554.5500 TEL: 512.703.6300
FAX: 210.226.8395 FAX: 512.703.6399
Cox Smith Matthews
INCORPORATED
H. Roger Schwall
September 16, 2005
Page 2
2. Comment: Identify as underwriters all selling stockholders who are
registered broker-dealers, unless any such registered broker-dealers
received their shares as compensation for investment banking
services. Identify as underwriters all affiliates of registered
broker-dealers that are listed as selling stockholders unless you
can confirm to us that (1) each purchased its securities in the
ordinary course of business and (2) at the time of purchase, the
stockholder had no agreements or understandings, directly or
indirectly, with any party to distribute the securities.
Based upon the information received by Abraxas from the Selling
Stockholders, Abraxas confirms that none of the Selling Stockholders
is a registered broker-dealer, and, therefore, no change was made in
the Registration Statement to identify as underwriters any Selling
Stockholders who are registered broker-dealers.
3. Comment: We note that the selling stockholders may engage in short
sales of common stock. Please see Corporation Finance Telephone
Interpretation A.65 in that regard.
Abraxas is aware of Corporation Finance Telephone Interpretation
A.65 (the "Interpretation") and, prior to executing the Stock
Purchase Agreement and the filing of the Registration Statement,
Abraxas informed the selling stockholders signatory to the Stock
Purchase Agreement of the Interpretation and has again received a
representation and warranty from each such Selling Stockholder that
each Selling Stockholder is aware of such interpretation and how it
affects its ability to engage in short sales.
If you have any questions or comments with regard to the foregoing or
the attached, please contact Steven R. Jacobs (210-554-5255) or Jeffrey C.
Gifford (210-554-5560) of Cox Smith Matthews Incorporated.
Very truly yours,
COX SMITH MATTHEWS INCORPORATED
By: /S/ Steven R. Jacobs
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Steven R. Jacobs
For the Firm
cc: C. Moncada-Terry
Chris Williford
Enclosures