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                                                                    Exhibit 24.4

                                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/ James C. Phelps
                                                ---------------
                                                Director