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
                                November 7, 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, Texas 78232
                    (Address of principal executive offices)


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











               Item 5.  OTHER EVENTS


        (a)On November 5, 1996, Abraxas Petroleum Corporation, announced that it
has priced its private  placement  of  $215,000,000  Senior Notes due 2004 at an
annual interest rate of 11.5%.  The net proceeds to the Company will be used for
the repayment of all amounts  outstanding  under the Company's  credit  facility
with Bankers Trust Company and ING (U.S.) Capital  Corporation and to consummate
the previously  announced  acquisitions of CGGS Canadian Gas Gathering  Systems,
Inc. and of the Portilla and Happy fields in Texas.




        The following exhibits are filed as part of this report:


NUMBER                                              DOCUMENT

99.1                                   Press Release dated November 5, 1996.
































                                   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




Dated: November 7, 1996