As filed with the Securities and Exchange Commission on June 1, 1998

                                                 Registration No. 333- _________




                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8


             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                NEVADA                                     74-2584033
     (State or other jurisdiction                     (I.R.S.    Employer
     of incorporation or organization)                 Identification No.)

          500 North Loop 1604 East, Suite 100, San Antonio, Texas 78232
               (Address of principal executive offices)       (Zip Code)


              ABRAXAS PETROLEUM CORPORATION STOCK OPTION AGREEMENT
                            (Full title of the plan)

                               Robert L. G. Watson
          Chairman of the Board, President and Chief Executive Officer
                          ABRAXAS PETROLEUM CORPORATION
                       500 North Loop 1604 East, Suite 100
                            San Antonio, Texas 78232
                                 (210) 490-4788
                      (Name, address and telephone number,
                   including area code, of agent for service)


<PAGE>


                         CALCULATION OF REGISTRATION FEE


                                          Proposed   Proposed
Title of                                  maximum    maximum
securities                 Amount         offering   aggregate    Amount of
to be                      to be          price      offering     registration
registered                 registered     per share  price        fee

Common Stock,              2,000          $9.75*     $19,500*     $6.00
par value $.01             shares
per share

*In accordance with Rule 457(h),  computed upon the basis of the prices reported
on  NASDAQ  on May 29,  1998.  This  price is used  solely  for the  purpose  of
calculating the registration fee.




                                       2
<PAGE>
PART II

Item 3.  Incorporation of Documents by Reference.

         The  documents  listed in (a)  through  (c) below are  incorporated  by
reference in the Registration Statement, and all documents subsequently filed by
the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"),  prior to the filing of a
post-effective  amendment which indicates that all of the shares of Common Stock
have been sold or which  deregisters  any Common  Stock then  remaining  unsold,
shall be deemed to be  incorporated by reference in the  Registration  Statement
and to be a part hereof from the date of filing of such documents.

         (a) The  Registrant's  latest annual report filed  pursuant to Sections
13(a) or 15(d) of the Exchange Act, that contains audited  financial  statements
for the  Registrant's  latest  fiscal year for which such  statements  have been
filed:

                  1. Annual Report on Form 10-K for the year ended  December 31,
1997.

                  2.  Quarterly  Report on Form 10-Q for the quarter ended March
31, 1998.

         (b) All other reports  filed  pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year  covered by the document  referred
to in (a) above:

                  1.       Form 8-K
                           Filed:  January 27, 1998

                  2.       Form 8-K
                           Filed:  February 6, 1998

                  3.       Form 8-K
                           Filed:  March 23, 1998

         (c) See  "Description of  Registrant's  Securities to be Registered" in
Registration  Statement  No.  34-0-19118 on Form 8-A filed on March 28, 1991 and
incorporated herein by reference.

Item 4.  Description of Securities.

         Not applicable.

                                       3
<PAGE>

Item 5. Interests of Named Experts and Counsel.

         None.

Item 6. Indemnification of Directors and Officers.

         The  Registrant's  Articles of  Incorporation  contain a provision that
eliminates  the personal  monetary  liability  of directors  and officers to the
Registrant and its  stockholders  for a breach of fiduciary duties to the extent
currently  allowed  under  the  Nevada  General  Corporation  Law  (the  "Nevada
Statute"). If a director or officer were to breach his fiduciary duties, neither
the Registrant nor its stockholders could recover monetary damages, and the only
course of action available to the Registrant's  stockholders  would be equitable
remedies,  such as an  action to enjoin or  rescind a  transaction  involving  a
breach of fiduciary  duty. To the extent  certain  claims  against  directors or
officers are limited to equitable  remedies,  this provision of the Registrant's
Articles of Incorporation may reduce the likelihood of derivative litigation and
may discourage  stockholders or management from  initiating  litigation  against
directors or officers for breach of their duty of care. Additionally,  equitable
remedies may not be effective in many situations. If a stockholder's only remedy
is to enjoin the completion of the Board of Director's action, this remedy would
be ineffective if the stockholder did not become aware of a transaction or event
until after it had been completed.  In such a situation, it is possible that the
stockholders  and the  Registrant  would have no  effective  remedy  against the
directors or officers.

         Liability  for  monetary  damages has not been  eliminated  for acts or
omissions which involve intentional misconduct,  fraud or a knowing violation of
law or payment of an improper  dividend in  violation  of section  78.300 of the
Nevada  Statute.  The  limitation of liability  also does not eliminate or limit
director liability arising in connection with causes of action brought under the
Federal securities laws.

         The Nevada Statute permits a corporation to indemnify  certain persons,
including officers and directors, who are (or are threatened to be made) parties
against  all  expenses  (including  attorneys'  fees)  actually  and  reasonably
incurred by, or imposed upon,  him in  connection  with the defense by reason of
his being or having  been a director or officer if he acted in good faith and in
a manner  which  he  reasonably  believed  to be in or not  opposed  to the best
interests  of the  corporation  and,  with  respect  to any  criminal  action or
proceeding,  had no reasonable cause to believe his conduct was unlawful, except
where he has been  adjudged  by a court of  competent  jurisdiction  (and  after
exhaustion  of all  appeals)  to be  liable  for  gross  negligence  or  willful
misconduct in the performance of his duty. The Bylaws of the Registrant  provide
indemnification to the same extent allowed pursuant to the foregoing  provisions
of the Nevada Statute.

                                       4
<PAGE>

         Nevada  corporations also are authorized to obtain insurance to protect
officers and directors from certain liabilities,  including  liabilities against
which  the  corporation  cannot  indemnify  its  directors  and  officers.   The
Registrant  currently has a directors' and officers'  liability insurance policy
in effect  providing $3.0 million in coverage and an additional  $1.0 million in
coverage for certain employment related claims.

         The Registrant has entered into indemnity  agreements  with each of its
directors and officers.  These  agreements  provide for  indemnification  to the
extent permitted by the Nevada Statute.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8. Exhibits.

         **4.1 Specimen Common Stock  Certificate of the  Registrant.  (Filed as
Exhibit 4.1 to the Registrant's S-4 Registration Statement, No. 33-36565).

         *5.1 Opinion of Cox & Smith Incorporated.

         *23.1 Consent of Ernst & Young LLP.

         *23.2 Consent of DeGolyer & MacNaughton.

         *23.3 Consent of McDaniel & Associates Consultants, Ltd.

         *23.4 Consent of Cox & Smith Incorporated (included in Exhibit 5.1).

         *24.1 Power of Attorney of Harold D. Carter.

         *24.2 Power of Attorney of Robert D. Gershen.

         *24.3 Power of Attorney of Richard M. Kleberg, III.

         *24.4 Power of Attorney of James C. Phelps.

         *24.5 Power of Attorney of Paul A. Powell, Jr.

         *24.6 Power of Attorney of Richard M. Riggs




*      Filed herewith.
**     Incorporated by reference to the filing indicated.


                                       5
<PAGE>
         Item 9.  Undertakings.

         The Registrant undertakes the following:

         1. To file,  during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

                  (i)      To  include  any   prospectus   required  by  Section
                           10(a)(3) of the  Securities  Act of 1933,  as amended
                           (the "Securities Act");

                  (ii)     To  reflect  in the  prospectus  any  facts or events
                           arising after the effective date of the  Registration
                           Statement   (or  the   most   recent   post-effective
                           amendment  thereof)  which,  individually  or in  the
                           aggregate,  represent  a  fundamental  change  in the
                           information set forth in the Registration Statement;

                  (iii)    To include any material  information  with respect to
                           the plan of distribution not previously  disclosed in
                           the Registration  Statement or any material change to
                           such information in the Registration Statement.

         Provided,  however,  that  paragraphs  (1)(i) and (1)(ii)  above do not
apply if the information  required to be included in a post-effective  amendment
by those  paragraphs is contained in periodic  reports  filed by the  Registrant
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated by reference in the Registration Statement.

         2.  That,  for the  purpose  of  determining  any  liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         3. To remove from  registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated  by reference in the  Registration  Statement
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

                                       6
<PAGE>

         Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of counsel the matter has
been  settled  by  controlling  precedent,  submit  to a  court  of  appropriate
jurisdiction  the  question  of whether  such  indemnification  by it is against
public  policy as  expressed in the  Securities  Act and will be governed by the
final adjudication of such issue.

                                       7
<PAGE>

                                   SIGNATURES


Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in San Antonio, Texas on June 1, 1998.

                                    ABRAXAS PETROLEUM CORPORATION


                                    By:      /s/ Robert L. G. Watson
                                       Robert L.G. Watson,
                                       Chairman of the Board, President and
                                       Chief Executive Officer



                                       8
<PAGE>

                  Pursuant to the  requirements  of the  Securities Act of 1933,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the date indicated.

         Signature                        Name and Title                Date

/s/ Robert L. G. Watson          Chairman of the Board,             June 1, 1998
---------------------------      President, Chief Executive Officer
Robert L.G. Watson               (Principal Executive Officer)
                                 and Director of the Company
               

/s/ Chris E. Williford           Executive Vice President,          June 1, 1998
---------------------------      Treasurer, Chief Financial
Chris E. Williford               Officer and Director (Principal
                                 Financial and Accounting Officer)
                                 of the Company

                                 Director of the Company            June 1, 1998
---------------------------     
Franklin Burke

*                                Director of the Company            June 1, 1998
---------------------------
Harold D. Carter

*                                Director of the Company            June 1, 1998
---------------------------
Robert D. Gershen

*                                Director of the Company            June 1, 1998
---------------------------
Richard M. Kleberg, III

 *                               Director of the Company            June 1, 1998
---------------------------
James C. Phelps

 *                               Director of the Company            June 1, 1998
---------------------------
Paul A. Powell, Jr.

*                                Director of the Company            June 1, 1998
---------------------------
Richard M. Riggs

By: /s/ Chris E. Williford
Chris E. Williford
Attorney-in-fact


                                       9
<PAGE>


                                  EXHIBIT INDEX

Exhibit No:       Exhibit                                           Page Number

5.1               Opinion of Cox & Smith Incorporated

23.1              Consent of Ernst & Young LLP.

23.2              Consent of DeGoyler & MacNaughton

23.3              Consent of McDaniel & Associates Consultants Ltd.

23.4              Consent of Cox & Smith Incorporated (included
                  in Exhibit 5.1)

24.1              Power of Attorney of Harold D. Carter

24.2              Power of Attorney of Robert D. Gershen

24.3              Power of Attorney of Richard M. Kleberg, III

24.4              Power of Attorney of James C. Phelps

24.5              Power of Attorney of Paul A. Powell, Jr.

24.6              Power of Attorney of Richard M. Riggs




                                       10
<PAGE>
                                                                    EXHIBIT 5-1
                                   COX & SMITH
                             I N C O R P O R A T E D
                              ATTORNEYS COUNSELORS



                              112 East Pecan Street
                                   Suite 1800
                          San Antonio, Texas 78205-1521
                                 (210) 554-5500
                               Fax (210) 226-8395


Writer's Direct Number                                 Writer's E-Mail Address
(210) 554-5255                                         srjacobs@coxsmith.com
                                  June 1, 1998

Abraxas Petroleum Corporation
500 North Loop 1604 East, Suite 1800
San Antonio, Texas 78232

                     Re: Registration Statement on Form S-8

Gentlemen:

         We  have  acted  as  counsel  to  Abraxas  Petroleum  Corporation  (the
"Company") in connection with the preparation for filing with the Securities and
Exchange  Commission of a Registration  Statement on Form S-8 (the "Registration
Statement")  under the  Securities  Act of 1933,  as amended.  The  Registration
Statement  relates to an  aggregate  of 2,000  shares (the  "Shares")  of common
stock, par value $.01 per share ("Common Stock"), of the Company. The Shares are
issuable  pursuant to that certain Stock Option  Agreement dated as of March 25,
1998 (the "Option Agreement") by and between the Company and James C. Phelps.

         We have examined such corporate  records,  documents,  instruments  and
certificates of the Company as we have deemed necessary, relevant or appropriate
to enable us to render the opinion expressed  herein.  In such  examination,  we
have assumed the  genuineness  of all  signatures  and the  authenticity  of all
documents,  instruments,  records and certificates  submitted to us as copies or
originals.

         Based upon the  foregoing,  we are of the opinion  that the Shares will
have been duly authorized and legally issued and will constitute  fully paid and
nonassessable  shares of Common Stock of the Company  when issued in  accordance
with the Option Agreement.

         We hereby  consent to the use of this  opinion  as  Exhibit  5.1 to the
Registration  Statement.  In giving this  consent,  we do not admit that we come
within the category of persons whose consent is required  under Section 7 of the
Securities  Act of 1933, as amended,  the rules or regulations of the Securities
and Exchange Commission  promulgated thereunder or any similar provisions of any
state securities laws or regulations.

                                                     Very truly yours,

                                                     COX & SMITH INCORPORATED

                                                     By:  /s/ Steven R. Jacobs
                                                           For the Firm
SRJ/cap


<PAGE>
                                                                    EXHIBIT 23.1

                         CONSENT OF INDEPENDENT AUDITORS


We consent to the incorporation by reference in the Registration Statement (Form
S-8) dated June 1, 1998 pertaining to that certain Stock Option  Agreement dated
as of March 25, 1998 by and between Abraxas  Petroleum  Corporation and James C.
Phelps of our report  dated  March 17,  1998 with  respect  to the  consolidated
financial  statements of Abraxas  Petroleum  Corporation  included in its Annual
Report  (Form  10-K)  for the year  ended  December  31,  1997,  filed  with the
Securities and Exchange Commission.

                                                       /S/  ERNST & YOUNG LLP
                                                      ERNST & YOUNG LLP






San Antonio, Texas
June 1, 1998


<PAGE>


                                                                   EXHIBIT 23.2



                                  June 1, 1998







Abraxas Petroleum Corporation
500 North Loop 1604 East, Suite 100
San Antonio, Texas 78232


Gentlemen:

         We  hereby   consent  to  the   incorporation   by  reference  in  your
Registration  Statement  on Form S-8  dated  June 1, 1998 of the  references  to
DeGolyer and MacNaughton of information contained in our "Appraisal Report as of
December 31, 1997 on Certain Interests owned by Abraxas Petroleum  Corporation,"
provided,  however,  that since the crude oil, condensate,  natural gas liquids,
and natural gas reserves  estimates  set forth in this Report have been combined
with  reserves  estimates of other  petroleum  consultants,  we are  necessarily
unable  to  verify  the  accuracy  of  the  reserves  values  contained  in  the
aforementioned Registration Statement.





                                                Very truly yours,

                                               /s/ DeGOLYER and MacNAUGHTON









<PAGE>






                                                                   EXHIBIT 23.3







                   CONSENT OF INDEPENDENT PETROLEUM ENGINEERS



Abraxas Petroleum Corporation
500 North Loop 1604 East, Suite 100
San Antonio, Texas 78232


Gentlemen:

         We consent  to the  incorporation  by  reference  in your  Registration
Statement  on Form S-8  dated  June 1,  1998 of the  references  to  McDaniel  &
Associates  Consultants,  Ltd. of information contained in our Evaluation Report
"Canadian  Abraxas  Petroleum  Limited  Evaluation of Oil & Gas Reserves,  as of
December 31, 1997," dated March 6, 1997.



                                 Sincerely,



                                 /s/ McDaniel & Associates Consultants, Ltd.

         Calgary, Alberta

         June 1, 1998



<PAGE>


                                                                   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 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-8 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: June 1, 1998.



                                                     /s/ Harold D. Carter
                                                     Harold D. Carter



<PAGE>


                                                                    EXHIBIT 24.2


                                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 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-8 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: June 1, 1998.



                                                     /s/ Robert D. Gershen
                                                     Robert D. Gershen



<PAGE>

                                                                    EXHIBIT 24.3



                                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 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-8 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: June 1, 1998.



                                                     /s/ Richard M. Kleberg, III
                                                     Richard M. Kleberg, III



<PAGE>


                                                                    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 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-8 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: June 1, 1998.



                                                     /s/ James C. Phelps
                                                     James C. Phelps




<PAGE>



                                                                    EXHIBIT 24.5



                                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 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-8 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: June 1, 1998.



                                                     /s/ Paul A. Powell, Jr.
                                                     Paul A. Powell, Jr.



<PAGE>






                                                                   SECTION 24.6



                                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 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-8 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: June 1, 1998.



                                                     /s/ Richard M. Riggs
                                                     Richard M. Riggs
[{"type": "S-8", "sequence": "1", "description": "STOCK OPTION AGREEMENT", "secsgml_size_bytes": 30729}]
{"company-data": {"conformed-name": "ABRAXAS PETROLEUM CORP", "cik": "0000867665", "assigned-sic": "1311", "irs-number": "742584033", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-55691", "film-number": "98640322"}, "business-address": {"street1": "500 N LOOP 1604 EAST STE 100", "city": "SAN ANTONIO", "state": "TX", "zip": "78209", "phone": "2104904788"}, "mail-address": {"street1": "500 N LOOP 1604 EAST STE 100", "city": "SAN ANTONIO", "state": "TX", "zip": "78232"}}
As filed with the Securities and Exchange Commission on June 1, 1998

                                                 Registration No. 333- _________

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

                NEVADA                                     74-2584033
     (State or other jurisdiction                     (I.R.S.    Employer
     of incorporation or organization)                 Identification No.)

          500 North Loop 1604 East, Suite 100, San Antonio, Texas 78232
               (Address of principal executive offices)       (Zip Code)

              ABRAXAS PETROLEUM CORPORATION STOCK OPTION AGREEMENT
                            (Full title of the plan)

                               Robert L. G. Watson
          Chairman of the Board, President and Chief Executive Officer
                          ABRAXAS PETROLEUM CORPORATION
                       500 North Loop 1604 East, Suite 100
                            San Antonio, Texas 78232
                                 (210) 490-4788
                      (Name, address and telephone number,
                   including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

                                          Proposed   Proposed
Title of                                  maximum    maximum
securities                 Amount         offering   aggregate    Amount of
to be                      to be          price      offering     registration
registered                 registered     per share  price        fee

Common Stock,              2,000          $9.75*     $19,500*     $6.00
par value $.01             shares
per share

*In accordance with Rule 457(h),  computed upon the basis of the prices reported
on  NASDAQ  on May 29,  1998.  This  price is used  solely  for the  purpose  of
calculating the registration fee.

                                       2
PART II

Item 3.  Incorporation of Documents by Reference.

         The  documents  listed in (a)  through  (c) below are  incorporated  by
reference in the Registration Statement, and all documents subsequently filed by
the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"),  prior to the filing of a
post-effective  amendment which indicates that all of the shares of Common Stock
have been sold or which  deregisters  any Common  Stock then  remaining  unsold,
shall be deemed to be  incorporated by reference in the  Registration  Statement
and to be a part hereof from the date of filing of such documents.

         (a) The  Registrant's  latest annual report filed  pursuant to Sections
13(a) or 15(d) of the Exchange Act, that contains audited  financial  statements
for the  Registrant's  latest  fiscal year for which such  statements  have been
filed:

                  1. Annual Report on Form 10-K for the year ended  December 31,
1997.

                  2.  Quarterly  Report on Form 10-Q for the quarter ended March
31, 1998.

         (b) All other reports  filed  pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year  covered by the document  referred
to in (a) above:

                  1.       Form 8-K
                           Filed:  January 27, 1998

                  2.       Form 8-K
                           Filed:  February 6, 1998

                  3.       Form 8-K
                           Filed:  March 23, 1998

         (c) See  "Description of  Registrant's  Securities to be Registered" in
Registration  Statement  No.  34-0-19118 on Form 8-A filed on March 28, 1991 and
incorporated herein by reference.

Item 4.  Description of Securities.

         Not applicable.

                                       3
Item 5. Interests of Named Experts and Counsel.

         None.

Item 6. Indemnification of Directors and Officers.

         The  Registrant's  Articles of  Incorporation  contain a provision that
eliminates  the personal  monetary  liability  of directors  and officers to the
Registrant and its  stockholders  for a breach of fiduciary duties to the extent
currently  allowed  under  the  Nevada  General  Corporation  Law  (the  "Nevada
Statute"). If a director or officer were to breach his fiduciary duties, neither
the Registrant nor its stockholders could recover monetary damages, and the only
course of action available to the Registrant's  stockholders  would be equitable
remedies,  such as an  action to enjoin or  rescind a  transaction  involving  a
breach of fiduciary  duty. To the extent  certain  claims  against  directors or
officers are limited to equitable  remedies,  this provision of the Registrant's
Articles of Incorporation may reduce the likelihood of derivative litigation and
may discourage  stockholders or management from  initiating  litigation  against
directors or officers for breach of their duty of care. Additionally,  equitable
remedies may not be effective in many situations. If a stockholder's only remedy
is to enjoin the completion of the Board of Director's action, this remedy would
be ineffective if the stockholder did not become aware of a transaction or event
until after it had been completed.  In such a situation, it is possible that the
stockholders  and the  Registrant  would have no  effective  remedy  against the
directors or officers.

         Liability  for  monetary  damages has not been  eliminated  for acts or
omissions which involve intentional misconduct,  fraud or a knowing violation of
law or payment of an improper  dividend in  violation  of section  78.300 of the
Nevada  Statute.  The  limitation of liability  also does not eliminate or limit
director liability arising in connection with causes of action brought under the
Federal securities laws.

         The Nevada Statute permits a corporation to indemnify  certain persons,
including officers and directors, who are (or are threatened to be made) parties
against  all  expenses  (including  attorneys'  fees)  actually  and  reasonably
incurred by, or imposed upon,  him in  connection  with the defense by reason of
his being or having  been a director or officer if he acted in good faith and in
a manner  which  he  reasonably  believed  to be in or not  opposed  to the best
interests  of the  corporation  and,  with  respect  to any  criminal  action or
proceeding,  had no reasonable cause to believe his conduct was unlawful, except
where he has been  adjudged  by a court of  competent  jurisdiction  (and  after
exhaustion  of all  appeals)  to be  liable  for  gross  negligence  or  willful
misconduct in the performance of his duty. The Bylaws of the Registrant  provide
indemnification to the same extent allowed pursuant to the foregoing  provisions
of the Nevada Statute.

                                       4
Nevada  corporations also are authorized to obtain insurance to protect
officers and directors from certain liabilities,  including  liabilities against
which  the  corporation  cannot  indemnify  its  directors  and  officers.   The
Registrant  currently has a directors' and officers'  liability insurance policy
in effect  providing $3.0 million in coverage and an additional  $1.0 million in
coverage for certain employment related claims.

         The Registrant has entered into indemnity  agreements  with each of its
directors and officers.  These  agreements  provide for  indemnification  to the
extent permitted by the Nevada Statute.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8. Exhibits.

         **4.1 Specimen Common Stock  Certificate of the  Registrant.  (Filed as
Exhibit 4.1 to the Registrant's S-4 Registration Statement, No. 33-36565).

         *5.1 Opinion of Cox & Smith Incorporated.

         *23.1 Consent of Ernst & Young LLP.

         *23.2 Consent of DeGolyer & MacNaughton.

         *23.3 Consent of McDaniel & Associates Consultants, Ltd.

         *23.4 Consent of Cox & Smith Incorporated (included in Exhibit 5.1).

         *24.1 Power of Attorney of Harold D. Carter.

         *24.2 Power of Attorney of Robert D. Gershen.

         *24.3 Power of Attorney of Richard M. Kleberg, III.

         *24.4 Power of Attorney of James C. Phelps.

         *24.5 Power of Attorney of Paul A. Powell, Jr.

         *24.6 Power of Attorney of Richard M. Riggs

*      Filed herewith.
**     Incorporated by reference to the filing indicated.

                                       5
Item 9.  Undertakings.

         The Registrant undertakes the following:

         1. To file,  during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

                  (i)      To  include  any   prospectus   required  by  Section
                           10(a)(3) of the  Securities  Act of 1933,  as amended
                           (the "Securities Act");

                  (ii)     To  reflect  in the  prospectus  any  facts or events
                           arising after the effective date of the  Registration
                           Statement   (or  the   most   recent   post-effective
                           amendment  thereof)  which,  individually  or in  the
                           aggregate,  represent  a  fundamental  change  in the
                           information set forth in the Registration Statement;

                  (iii)    To include any material  information  with respect to
                           the plan of distribution not previously  disclosed in
                           the Registration  Statement or any material change to
                           such information in the Registration Statement.

         Provided,  however,  that  paragraphs  (1)(i) and (1)(ii)  above do not
apply if the information  required to be included in a post-effective  amendment
by those  paragraphs is contained in periodic  reports  filed by the  Registrant
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated by reference in the Registration Statement.

         2.  That,  for the  purpose  of  determining  any  liability  under the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         3. To remove from  registration by means of a post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated  by reference in the  Registration  Statement
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

                                       6
Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of counsel the matter has
been  settled  by  controlling  precedent,  submit  to a  court  of  appropriate
jurisdiction  the  question  of whether  such  indemnification  by it is against
public  policy as  expressed in the  Securities  Act and will be governed by the
final adjudication of such issue.

                                       7
SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in San Antonio, Texas on June 1, 1998.

                                    ABRAXAS PETROLEUM CORPORATION

                                    By:      /s/ Robert L. G. Watson
                                       Robert L.G. Watson,
                                       Chairman of the Board, President and
                                       Chief Executive Officer

                                       8
Pursuant to the  requirements  of the  Securities Act of 1933,
this  Registration  Statement has been signed below by the following  persons in
the capacities and on the date indicated.

         Signature                        Name and Title                Date

/s/ Robert L. G. Watson          Chairman of the Board,             June 1, 1998
---------------------------      President, Chief Executive Officer
Robert L.G. Watson               (Principal Executive Officer)
                                 and Director of the Company
               

/s/ Chris E. Williford           Executive Vice President,          June 1, 1998
---------------------------      Treasurer, Chief Financial
Chris E. Williford               Officer and Director (Principal
                                 Financial and Accounting Officer)
                                 of the Company

                                 Director of the Company            June 1, 1998
---------------------------     
Franklin Burke

*                                Director of the Company            June 1, 1998
---------------------------
Harold D. Carter

*                                Director of the Company            June 1, 1998
---------------------------
Robert D. Gershen

*                                Director of the Company            June 1, 1998
---------------------------
Richard M. Kleberg, III

 *                               Director of the Company            June 1, 1998
---------------------------
James C. Phelps

 *                               Director of the Company            June 1, 1998
---------------------------
Paul A. Powell, Jr.

*                                Director of the Company            June 1, 1998
---------------------------
Richard M. Riggs

By: /s/ Chris E. Williford
Chris E. Williford
Attorney-in-fact

                                       9
EXHIBIT INDEX

Exhibit No:       Exhibit                                           Page Number

5.1               Opinion of Cox & Smith Incorporated

23.1              Consent of Ernst & Young LLP.

23.2              Consent of DeGoyler & MacNaughton

23.3              Consent of McDaniel & Associates Consultants Ltd.

23.4              Consent of Cox & Smith Incorporated (included
                  in Exhibit 5.1)

24.1              Power of Attorney of Harold D. Carter

24.2              Power of Attorney of Robert D. Gershen

24.3              Power of Attorney of Richard M. Kleberg, III

24.4              Power of Attorney of James C. Phelps

24.5              Power of Attorney of Paul A. Powell, Jr.

24.6              Power of Attorney of Richard M. Riggs

                                       10
EXHIBIT 5-1
                                   COX & SMITH
                             I N C O R P O R A T E D
                              ATTORNEYS COUNSELORS

                              112 East Pecan Street
                                   Suite 1800
                          San Antonio, Texas 78205-1521
                                 (210) 554-5500
                               Fax (210) 226-8395

Writer's Direct Number                                 Writer's E-Mail Address
(210) 554-5255                                         srjacobs@coxsmith.com
                                  June 1, 1998

Abraxas Petroleum Corporation
500 North Loop 1604 East, Suite 1800
San Antonio, Texas 78232

                     Re: Registration Statement on Form S-8

Gentlemen:

         We  have  acted  as  counsel  to  Abraxas  Petroleum  Corporation  (the
"Company") in connection with the preparation for filing with the Securities and
Exchange  Commission of a Registration  Statement on Form S-8 (the "Registration
Statement")  under the  Securities  Act of 1933,  as amended.  The  Registration
Statement  relates to an  aggregate  of 2,000  shares (the  "Shares")  of common
stock, par value $.01 per share ("Common Stock"), of the Company. The Shares are
issuable  pursuant to that certain Stock Option  Agreement dated as of March 25,
1998 (the "Option Agreement") by and between the Company and James C. Phelps.

         We have examined such corporate  records,  documents,  instruments  and
certificates of the Company as we have deemed necessary, relevant or appropriate
to enable us to render the opinion expressed  herein.  In such  examination,  we
have assumed the  genuineness  of all  signatures  and the  authenticity  of all
documents,  instruments,  records and certificates  submitted to us as copies or
originals.

         Based upon the  foregoing,  we are of the opinion  that the Shares will
have been duly authorized and legally issued and will constitute  fully paid and
nonassessable  shares of Common Stock of the Company  when issued in  accordance
with the Option Agreement.

         We hereby  consent to the use of this  opinion  as  Exhibit  5.1 to the
Registration  Statement.  In giving this  consent,  we do not admit that we come
within the category of persons whose consent is required  under Section 7 of the
Securities  Act of 1933, as amended,  the rules or regulations of the Securities
and Exchange Commission  promulgated thereunder or any similar provisions of any
state securities laws or regulations.

                                                     Very truly yours,

                                                     COX & SMITH INCORPORATED

                                                     By:  /s/ Steven R. Jacobs
                                                           For the Firm
SRJ/cap
EXHIBIT 23.1

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form
S-8) dated June 1, 1998 pertaining to that certain Stock Option  Agreement dated
as of March 25, 1998 by and between Abraxas  Petroleum  Corporation and James C.
Phelps of our report  dated  March 17,  1998 with  respect  to the  consolidated
financial  statements of Abraxas  Petroleum  Corporation  included in its Annual
Report  (Form  10-K)  for the year  ended  December  31,  1997,  filed  with the
Securities and Exchange Commission.

                                                       /S/  ERNST & YOUNG LLP
                                                      ERNST & YOUNG LLP

San Antonio, Texas
June 1, 1998
EXHIBIT 23.2

                                  June 1, 1998

Abraxas Petroleum Corporation
500 North Loop 1604 East, Suite 100
San Antonio, Texas 78232

Gentlemen:

         We  hereby   consent  to  the   incorporation   by  reference  in  your
Registration  Statement  on Form S-8  dated  June 1, 1998 of the  references  to
DeGolyer and MacNaughton of information contained in our "Appraisal Report as of
December 31, 1997 on Certain Interests owned by Abraxas Petroleum  Corporation,"
provided,  however,  that since the crude oil, condensate,  natural gas liquids,
and natural gas reserves  estimates  set forth in this Report have been combined
with  reserves  estimates of other  petroleum  consultants,  we are  necessarily
unable  to  verify  the  accuracy  of  the  reserves  values  contained  in  the
aforementioned Registration Statement.

                                                Very truly yours,

                                               /s/ DeGOLYER and MacNAUGHTON
EXHIBIT 23.3

                   CONSENT OF INDEPENDENT PETROLEUM ENGINEERS

Abraxas Petroleum Corporation
500 North Loop 1604 East, Suite 100
San Antonio, Texas 78232

Gentlemen:

         We consent  to the  incorporation  by  reference  in your  Registration
Statement  on Form S-8  dated  June 1,  1998 of the  references  to  McDaniel  &
Associates  Consultants,  Ltd. of information contained in our Evaluation Report
"Canadian  Abraxas  Petroleum  Limited  Evaluation of Oil & Gas Reserves,  as of
December 31, 1997," dated March 6, 1997.

                                 Sincerely,

                                 /s/ McDaniel & Associates Consultants, Ltd.

         Calgary, Alberta

         June 1, 1998
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 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-8 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: June 1, 1998.

                                                     /s/ Harold D. Carter
                                                     Harold D. Carter
EXHIBIT 24.2

                                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 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-8 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: June 1, 1998.

                                                     /s/ Robert D. Gershen
                                                     Robert D. Gershen
EXHIBIT 24.3

                                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 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-8 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: June 1, 1998.

                                                     /s/ Richard M. Kleberg, III
                                                     Richard M. Kleberg, III
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 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-8 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: June 1, 1998.

                                                     /s/ James C. Phelps
                                                     James C. Phelps
EXHIBIT 24.5

                                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 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-8 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: June 1, 1998.

                                                     /s/ Paul A. Powell, Jr.
                                                     Paul A. Powell, Jr.
SECTION 24.6

                                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 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-8 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: June 1, 1998.

                                                     /s/ Richard M. Riggs
                                                     Richard M. Riggs