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                                                                    Exhibit 24.1

                                POWER OF ATTORNEY


            KNOW ALL MEN BY THESE PRESENTS, that the person whose signature
appears below constitutes and appoints Robert L. G. Watson and Chris E.
Williford, and each of them, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign the Registration
Statement on Form S-1 and the Registration Statement on Form S-4 of Abraxas
Petroleum Corporation and any or all amendments (including post-effective
amendments) thereto and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the foregoing, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or their substitutes, may lawfully do or
cause to be done by virtue hereof.


Dated:  February 5, 2003.



                              /s/ Craig S. Bartlett
                                  -----------------
                                  Director