SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549


                            F O R M 8-K/A Number 1

                                CURRENT REPORT

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



                                Date of Report
                               October 29, 1996



                         Abraxas Petroleum Corporation
            (Exact name of registrant as specified in its charter)


                                    Nevada
                (State or 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, Texas78232
                    (Address of principal executive offices)


              Registrant's telephone number, including area code:
                                (210) 490-4788











      Item 7(c) of the Registrant's  Current Report on Form 8-K filed on October
15, 1996 is hereby amended to read in its entirety as follows:



      (c) The following exhibits are filed as part of this report:

NUMBER                                                DOCUMENT

10.1                                      Credit  Agreement  dated September 30,
                                          1996   between    Abraxas    Petroleum
                                          Corporation  and Bankers Trust Company
                                          (Previously  filed as Exhibit  10.1 to
                                          the  Registrant's  Current  Report  on
                                          Form 8-K filed on October 15, 1996).

10.2                                      Purchase and Sale Agreement dated May
                                          22, 1996  between  Abraxas  Petroleum 
                                          Corporation  and  Enserch Exploration,
                                          Inc.(Previously filed as Exhibit 10.2 
                                          to the Registrant's Current Report on
                                          Form 8-K filed on October 15, 1996).

23.1                                      Consent of Deloitte & Touche LLP.































                                  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: /s/ Chris Williford
                                    -------------------------- 
                                    Chris Williford, Executive Vice President/
                                    Chief Financial Officer