UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

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

                                November16, 2004
                Date of Report (Date of earliest event reported)

                          ABRAXAS PETROLEUM CORPORATION
             (Exact name of registrant as specified in its charter)

     Nevada                         0-19118               74-2584033
(State or other jurisdiction of    (Commission         (IRS Employer
  incorporation)                    File Number)       Identification No.)


                        500 N. Loop 1604 East, Suite 100
                            San Antonio, Texas 78232
                                 (210) 490-4788

   (Address of principal executive offices and Registrant's telephone number,
                              including area code)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written  communications  pursuant to Rule 425 under the  Securities Act
    (17 CFR 230.425)

[ ] Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17
    CFR 240.14a-12)

[ ] Pre-commencement  communications  pursuant to Rule 14d-2(b)  under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement  communications  pursuant to Rule 13e-4(c)  under the
    Exchange Act (17 CFR 240.13e-4(c))






Item 3.03 Material Modifications to Rights of Security Holders.


     The Abraxas Petroleum  Stockholders Rights Plan dated November 17, 1994, as
amended (the "Plan"),  expired as of the close of business on November 16, 2004.
Abraxas has no current plans to renew the Plan.







                                   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: _________________________________________________
                           Chris Williford
                           Executive Vice President, Chief Financial
                           Officer and Treasurer


Dated:  November 19, 2004