As filed with the Securities and Exchange Commission on December 5, 2001


                                                   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 of      (I.R.S. Employer
            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 AGREEMENTS
                            (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,     410,089     $ 1.25 (1) $ 512,611 (1)     $ 122.52
par value $.01    shares
per share


(1)      In accordance  with Rule 457(h),  computed upon the basis of the prices
         reported on AMEX on December 3, 2001. This price is used solely for the
         purpose of calculating the registration fee.




<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:

         Annual Report on Form 10-K for the year ended December 31, 2000

         (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 10-Q for the Quarter Ended March 31, 2001 Filed: May
                       15, 2001

                  2.   Form 10-Q for the  Quarter  Ended  June 30,  2001  Filed:
                       August 14, 2001

                  3.   Form 10-Q for the Quarter Ended September 30, 2001 Filed:
                       November 14, 2001

                  4.   Form 8-K filed on October 3, 2001

                  5.   Form 8-K filed on October 9, 2001

                  6.   Form 8-K filed on November 14, 2001

         (c) See  "Description of  Registrant's  Securities to be Registered" in
Registration  Statement No.  34-0-19118 on Form 8-A-12B filed on August 17, 2000
and incorporated herein by reference.

Item 4.  Description of Securities.

         Not applicable.

                                       1
<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.

         Nevada  corporations also are authorized to obtain insurance to protect
officers and directors from certain liabilities,  including  liabilities against

                                       2
<PAGE>
which  the  corporation  cannot  indemnify  its  directors  and  officers.   The
Registrant  currently has a directors' and officers'  liability insurance policy
in effect  providing $10.0 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.

         3.1 Articles of Incorporation  of Registrant.  (Filed as Exhibit 3.1 to
Form S-4 filed September 7, 1990, Registration Statement No. 33-36565).

         3.2  Articles  of  Amendment  to  the  Articles  of   Incorporation  of
Registrant,  dated October 22, 1990. (Filed as Exhibit 3.3 to Amendment No. 1 to
Form S-4 filed October 29, 1990, Registration Statement No. 33-36565).

         3.3  Articles  of  Amendment  to  the  Articles  of   Incorporation  of
Registrant, dated December 18, 1990. (Filed as Exhibit 3.4 to Amendment No. 3 to
Form S-4 filed December 20, 1990, Registration Statement No. 33-36565).

         3.4  Agreement  and Plan of Merger,  dated  December 21, 1990,  between
Abraxas Petroleum  Corporation,  a Texas corporation,  and Registrant filed with
the Nevada Secretary of State. (Filed as Exhibit 10.1 to Form 8-K filed with the
Securities and Exchange Commission on March 15, 1991).

         3.5  Articles  of  Amendment  to  the  Articles  of   Incorporation  of
Registrant,  dated June 8, 1995. (Filed as Exhibit 3.4 to Form S-3 filed January
18, 1996, Registration Statement No. 333-398).

         3.6 Amended and Restated Bylaws of Registrant. (Filed as Exhibit 3.5 to
Form S-3 filed January 18, 1996, Registration Statement No. 333-398).

         3.7  Articles  of  Amendment  to  the  Articles  of   Incorporation  of
Registrant,   dated  June  8,  1995.  (Filed  as  Exhibit  3.4  to  Registrant's
Registration  Statement  on  Form  S-3  filed  January  18,  1996,  Registration
Statement No. 333-398).

         3.8  Articles  of  Amendment  to  the  Articles  of   Incorporation  of
Registrant,  dated as of August 12, 2000.  (Filed as Exhibit 3.5 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 2000).

                                       3
<PAGE>

         4.1 Specimen Common Stock Certificate of Registrant.  (Filed as Exhibit
4.1 to Form S-4 filed September 7, 1990, Registration Statement No. 33-36565).

         4.2 Rights  Agreement  dated as of  December  6, 1994,  by and  between
Registrant  and First Union National Bank of North  Carolina.  (Filed as Exhibit
4.1 to  Registrant's  Registration  Statement  on Form 8-A filed on  December 6,
1994).

         4.3  Amendment to Rights  Agreement  dated as of July 14, 1997,  by and
between  Registrant  and  American  Stock  Transfer & Trust  Company.  (Filed as
Exhibit 1 to Amendment No. 1 to Registrant's  Registration Statement on Form 8-A
filed on August 20, 1997).

         4.4 Second  Amendment to Rights  Agreement  as of May 22, 1998,  by and
between  Registrant  and  American  Stock  Transfer & Trust  Company.  (Filed as
Exhibit 1 to Amendment No. 2 to Registrant's  Registration Statement on Form 8-A
filed on August 24, 1998).

         4.5 Indenture dated January 27, 1999, by and among Registrant, Canadian
Abraxas  and IBJ  Schroeder  Bank & Trust  Company.  (Filed  as  Exhibit  4.1 to
Registrant's Current Report on Form 8-K dated February 5, 1999).

         4.6 Third Supplemental  Indenture dated December 21, 1999, by and among
Registrant, Canadian Abraxas and the Bank of New York f/k/a IBJ Schroeder Bank &
Trust Company.  (Filed as Exhibit 4.7 to Registrant's  Registration Statement on
Form S-1, No. 333-95281).

         4.7 Indenture dated March 26, 1999, by and among  Registrant,  Canadian
Abraxas,  New Cache,  Sandia and Norwest Bank Minnesota,  National  Association.
(Filed as Exhibit 4.6 to Registrant's Annual Report on Form 10-K dated March 31,
1999).

         4.8  Indenture  dated  December  21,  1999,  by and  among  Registrant,
Canadian  Abraxas,  Sandia,  New Cache,  Wamsutter  and Firstar  Bank,  National
Association.  (Filed  as  Exhibit  T3C to  Registrant's  and  Canadian  Abraxas'
Indenture Qualification on Form T3-A, No. 022-22449).

         4.9 Form of Old Note. (Filed as Exhibit A to Exhibit 4.6).

         4.10 Form of First Lien Note. (Filed as Exhibit A to Exhibit 4.8).

         4.11 Form of Second Lien Note. (Filed as Exhibit A to Exhibit 4.9).

         5.1  Opinion  of Cox & Smith  Incorporated  as to the  legality  of the
Common Stock being registered (Filed herewith).

         23.1 Consent of Deloitte & Touche LLP (Filed herewith).

                                       4
<PAGE>
         23.2 Consent of Ernst & Young LLP (Filed herewith)

         23.3 Consent of Cox & Smith Incorporated (found in Exhibit 5.1).

         24.1 Power of Attorney of Craig S. Bartlett, Jr. (Filed herewith).

         24.2 Power of Attorney of Franklin A. Burke (Filed herewith).

         24.3 Power of Attorney of Ralph E. Cox (Filed herewith).

         24.4 Power of Attorney of Frederick M. Pevow, Jr. (Filed herewith).

         24.5 Power of Attorney of James C. Phelps (Filed herewith).

         24.6 Power of Attorney of Joseph A. Wagda (Filed herewith).

                                       5
<PAGE>

         The Registrant undertakes that it will submit or has submitted the plan
and any amendments  thereto to the Internal  Revenue Service ("IRS") in a timely
manner  and has made or will make all  changes  required  by the IRS in order to
qualify the plan.

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.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the changes in volume and price represent no more than 20% change
               in  the  maximum  aggregate  offering  price  set  forth  in  the
               "Calculation  of   Registration   Fee"  table  in  the  effective
               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  (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the  registration  statement is on Form S-3, Form S-8 or
Form F-3,  and the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained in periodic  reports  filed with or
furnished to the Commission by the Registrant  pursuant to Section 13 or Section
15(d) of the  Exchange  Act of 1934 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.

                                       6
<PAGE>

         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 and each  filing  of an  employee  benefit  plan's  annual  report
pursuant to 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.

         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 December 5, 2001.

                          ABRAXAS PETROLEUM CORPORATION


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

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  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,     December 5, 2001
----------------------------        President (Principal
Robert L.G. Watson                  Executive Officer)
                                    and Director

/s/ Chris E. Williford              Executive Vice President   December 5, 2001
----------------------------        and Treasurer (Principal
Chris E. Williford                  Financial and Accounting
                                    Officer)


/s/ Craig S. Bartlett, Jr.*         Director                   December 5, 2001
----------------------------
Craig S. Bartlett, Jr.

/s/ Franklin A. Burke*              Director                   December 5, 2001
----------------------------
Franklin A. Burke

/s/ Ralph F. Cox*                   Director                   December 5, 2001
----------------------------
Ralph F. Cox

/s/ Frederick M. Pevow, Jr.*        Director                   December 5, 2001
----------------------------
Frederick M. Pevow, Jr.

                                       8
<PAGE>

/s/ James C. Phelps*                Director                   December 5, 2001
---------------------------
James C. Phelps

/s/ Joseph A. Wagda*                Director                   December 5, 2001
---------------------------
Joseph A. Wagda


*By: Chris E. Williford, Attorney-in-Fact

                                       9
<PAGE>




                                  EXHIBIT INDEX

    Exhibit No.                   Description                              Page


     5.1    Opinion of Cox & Smith Incorporated as to the legality
            of the Common Stock being registered (Filed herewith).          11

     23.1   Consent of Deloitte & Touche LLP (Filed herewith).              12

     23.2   Consent of Ernst & Young LLP (Filed herewith).                  13

     23.3   Consent of Cox & Smith Incorporated (found in Exhibit 5.1).     11

     24.1   Power of Attorney of Craig S. Bartlett, Jr. (Filed herewith).   14

     24.2   Power of Attorney of Franklin A. Burke (Filed herewith).        15

     24.3   Power of Attorney of Ralph F. Cox (Filed herewith).             16

     24.4   Power of Attorney of Frederick M. Pevow, Jr. (Filed herewith).  17

     24.5   Power of Attorney of James C. Phelps (Filed herewith).          18

     24.6   Power of Attorney of Joseph A. Wagda (Filed herewith).          19

                                       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
                                December 5, 2001

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

                                 Re:   Registration  Statement  on Form  S-8 for
                                       the Abraxas  Petroleum  Corporation Stock
                                       Option Agreements

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 410,089 shares (the "Shares") of the common
stock, par value $.01 per share ("Common Stock"), of the Company. The Shares are
issuable pursuant to certain stock option agreements (the "Agreements").

         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 Agreements.

         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/cs

                                       11
<PAGE>
                                                                   Exhibit 23.1



                         CONSENT OF INDEPENDENT AUDITORS




We consent to the  incorporation by reference in this Registration  Statement of
Abraxas  Petroleum  Corporation  on Form S-8 of our report dated March 22, 2001,
appearing  and  incorporated  by reference in the Annual  Report on Form 10-K of
Abraxas Petroleum Corporation for the year ended December 31, 2000.



/S/  DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP





San Antonio, Texas
December 5, 2001

                                       12
<PAGE>
                                                                   Exhibit 23.2



                         Consent of Independent Auditors



We consent to the incorporation by reference of our report dated March 17, 2000,
except for Notes 2 and 18, as to which the date is March 31, 2000,  with respect
to the consolidated  financial statements of Abraxas Petroleum Corporation as of
December 31, 1999 and for each of the two years in the period ended December 31,
1999,  included in its Annual Report (Form 10-K) for the year ended December 31,
2000,  previously  filed with the  Securities and Exchange  Commission,  in this
Registration  Statement  on Form S-8 dated  December 5, 2001  pertaining  to the
Abraxas Petroleum Corporation Stock Option Agreements.


                                              /s/ Ernst & Young LLP



         San Antonio, Texas

         December 5, 2001




                                       13
<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, Robert W. Carington,  Jr. 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-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: December 5, 2001


                                                  /S/ Craig S. Bartlett, Jr.
                                                  --------------------------
                                                  Craig S. Bartlett, Jr.


                                       14
<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, Robert W. Carington,  Jr. 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-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: December 5, 2001


                                            /S/ Franklin A. Burke
                                            ------------------------
                                            Franklin A. Burke



                                       15
<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, Robert W. Carington,  Jr. 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-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: December 5, 2001

                                            /S/ Ralph F. Cox
                                            -----------------------
                                            Ralph F. Cox

                                       16
<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, Robert W. Carington,  Jr. 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-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: December 5, 2001


                                          /S/ Frederick M; Pevow, Jr.
                                          ---------------------------
                                         Frederick M. Pevow, Jr.

                                       17
<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, Robert W. Carington,  Jr. 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-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: December 5, 2001


                                            /S/ James C. Phelps
                                            ---------------------
                                            James C. Phelps



                                       18
<PAGE>
                                                                   Exhibit 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, Robert W. Carington,  Jr. 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-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: December 5, 2001


                                                /S/ Joseph A. Wagda
                                                -----------------------
                                                Joseph A. Wagda

                                       19
[{"type": "S-8", "sequence": "1", "filename": "abpstkop.txt", "secsgml_size_bytes": 35586}]
{"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": "333-74592", "film-number": "1807096"}, "business-address": {"street1": "500 N LOOP 1604 E STE 100", "city": "SAN ANTONIO", "state": "TX", "zip": "78232", "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 December 5, 2001

                                                   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 of      (I.R.S. Employer
            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 AGREEMENTS
                            (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,     410,089     $ 1.25 (1) $ 512,611 (1)     $ 122.52
par value $.01    shares
per share

(1)      In accordance  with Rule 457(h),  computed upon the basis of the prices
         reported on AMEX on December 3, 2001. This price is used solely for the
         purpose of calculating the registration fee.
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:

         Annual Report on Form 10-K for the year ended December 31, 2000

         (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 10-Q for the Quarter Ended March 31, 2001 Filed: May
                       15, 2001

                  2.   Form 10-Q for the  Quarter  Ended  June 30,  2001  Filed:
                       August 14, 2001

                  3.   Form 10-Q for the Quarter Ended September 30, 2001 Filed:
                       November 14, 2001

                  4.   Form 8-K filed on October 3, 2001

                  5.   Form 8-K filed on October 9, 2001

                  6.   Form 8-K filed on November 14, 2001

         (c) See  "Description of  Registrant's  Securities to be Registered" in
Registration  Statement No.  34-0-19118 on Form 8-A-12B filed on August 17, 2000
and incorporated herein by reference.

Item 4.  Description of Securities.

         Not applicable.

                                       1
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.

         Nevada  corporations also are authorized to obtain insurance to protect
officers and directors from certain liabilities,  including  liabilities against

                                       2
which  the  corporation  cannot  indemnify  its  directors  and  officers.   The
Registrant  currently has a directors' and officers'  liability insurance policy
in effect  providing $10.0 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.

         3.1 Articles of Incorporation  of Registrant.  (Filed as Exhibit 3.1 to
Form S-4 filed September 7, 1990, Registration Statement No. 33-36565).

         3.2  Articles  of  Amendment  to  the  Articles  of   Incorporation  of
Registrant,  dated October 22, 1990. (Filed as Exhibit 3.3 to Amendment No. 1 to
Form S-4 filed October 29, 1990, Registration Statement No. 33-36565).

         3.3  Articles  of  Amendment  to  the  Articles  of   Incorporation  of
Registrant, dated December 18, 1990. (Filed as Exhibit 3.4 to Amendment No. 3 to
Form S-4 filed December 20, 1990, Registration Statement No. 33-36565).

         3.4  Agreement  and Plan of Merger,  dated  December 21, 1990,  between
Abraxas Petroleum  Corporation,  a Texas corporation,  and Registrant filed with
the Nevada Secretary of State. (Filed as Exhibit 10.1 to Form 8-K filed with the
Securities and Exchange Commission on March 15, 1991).

         3.5  Articles  of  Amendment  to  the  Articles  of   Incorporation  of
Registrant,  dated June 8, 1995. (Filed as Exhibit 3.4 to Form S-3 filed January
18, 1996, Registration Statement No. 333-398).

         3.6 Amended and Restated Bylaws of Registrant. (Filed as Exhibit 3.5 to
Form S-3 filed January 18, 1996, Registration Statement No. 333-398).

         3.7  Articles  of  Amendment  to  the  Articles  of   Incorporation  of
Registrant,   dated  June  8,  1995.  (Filed  as  Exhibit  3.4  to  Registrant's
Registration  Statement  on  Form  S-3  filed  January  18,  1996,  Registration
Statement No. 333-398).

         3.8  Articles  of  Amendment  to  the  Articles  of   Incorporation  of
Registrant,  dated as of August 12, 2000.  (Filed as Exhibit 3.5 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 2000).

                                       3
4.1 Specimen Common Stock Certificate of Registrant.  (Filed as Exhibit
4.1 to Form S-4 filed September 7, 1990, Registration Statement No. 33-36565).

         4.2 Rights  Agreement  dated as of  December  6, 1994,  by and  between
Registrant  and First Union National Bank of North  Carolina.  (Filed as Exhibit
4.1 to  Registrant's  Registration  Statement  on Form 8-A filed on  December 6,
1994).

         4.3  Amendment to Rights  Agreement  dated as of July 14, 1997,  by and
between  Registrant  and  American  Stock  Transfer & Trust  Company.  (Filed as
Exhibit 1 to Amendment No. 1 to Registrant's  Registration Statement on Form 8-A
filed on August 20, 1997).

         4.4 Second  Amendment to Rights  Agreement  as of May 22, 1998,  by and
between  Registrant  and  American  Stock  Transfer & Trust  Company.  (Filed as
Exhibit 1 to Amendment No. 2 to Registrant's  Registration Statement on Form 8-A
filed on August 24, 1998).

         4.5 Indenture dated January 27, 1999, by and among Registrant, Canadian
Abraxas  and IBJ  Schroeder  Bank & Trust  Company.  (Filed  as  Exhibit  4.1 to
Registrant's Current Report on Form 8-K dated February 5, 1999).

         4.6 Third Supplemental  Indenture dated December 21, 1999, by and among
Registrant, Canadian Abraxas and the Bank of New York f/k/a IBJ Schroeder Bank &
Trust Company.  (Filed as Exhibit 4.7 to Registrant's  Registration Statement on
Form S-1, No. 333-95281).

         4.7 Indenture dated March 26, 1999, by and among  Registrant,  Canadian
Abraxas,  New Cache,  Sandia and Norwest Bank Minnesota,  National  Association.
(Filed as Exhibit 4.6 to Registrant's Annual Report on Form 10-K dated March 31,
1999).

         4.8  Indenture  dated  December  21,  1999,  by and  among  Registrant,
Canadian  Abraxas,  Sandia,  New Cache,  Wamsutter  and Firstar  Bank,  National
Association.  (Filed  as  Exhibit  T3C to  Registrant's  and  Canadian  Abraxas'
Indenture Qualification on Form T3-A, No. 022-22449).

         4.9 Form of Old Note. (Filed as Exhibit A to Exhibit 4.6).

         4.10 Form of First Lien Note. (Filed as Exhibit A to Exhibit 4.8).

         4.11 Form of Second Lien Note. (Filed as Exhibit A to Exhibit 4.9).

         5.1  Opinion  of Cox & Smith  Incorporated  as to the  legality  of the
Common Stock being registered (Filed herewith).

         23.1 Consent of Deloitte & Touche LLP (Filed herewith).

                                       4
23.2 Consent of Ernst & Young LLP (Filed herewith)

         23.3 Consent of Cox & Smith Incorporated (found in Exhibit 5.1).

         24.1 Power of Attorney of Craig S. Bartlett, Jr. (Filed herewith).

         24.2 Power of Attorney of Franklin A. Burke (Filed herewith).

         24.3 Power of Attorney of Ralph E. Cox (Filed herewith).

         24.4 Power of Attorney of Frederick M. Pevow, Jr. (Filed herewith).

         24.5 Power of Attorney of James C. Phelps (Filed herewith).

         24.6 Power of Attorney of Joseph A. Wagda (Filed herewith).

                                       5
The Registrant undertakes that it will submit or has submitted the plan
and any amendments  thereto to the Internal  Revenue Service ("IRS") in a timely
manner  and has made or will make all  changes  required  by the IRS in order to
qualify the plan.

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.
               Notwithstanding the foregoing, any increase or decrease in volume
               of  securities  offered (if the total dollar value of  securities
               offered  would not  exceed  that  which was  registered)  and any
               deviation  from  the low or  high  end of the  estimated  maximum
               offering  range may be reflected in the form of prospectus  filed
               with the Commission pursuant to Rule 424(b) if, in the aggregate,
               the changes in volume and price represent no more than 20% change
               in  the  maximum  aggregate  offering  price  set  forth  in  the
               "Calculation  of   Registration   Fee"  table  in  the  effective
               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  (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the  registration  statement is on Form S-3, Form S-8 or
Form F-3,  and the  information  required  to be  included  in a  post-effective
amendment by those  paragraphs  is contained in periodic  reports  filed with or
furnished to the Commission by the Registrant  pursuant to Section 13 or Section
15(d) of the  Exchange  Act of 1934 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.

                                       6
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 and each  filing  of an  employee  benefit  plan's  annual  report
pursuant to 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.

         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 December 5, 2001.

                          ABRAXAS PETROLEUM CORPORATION

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

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  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,     December 5, 2001
----------------------------        President (Principal
Robert L.G. Watson                  Executive Officer)
                                    and Director

/s/ Chris E. Williford              Executive Vice President   December 5, 2001
----------------------------        and Treasurer (Principal
Chris E. Williford                  Financial and Accounting
                                    Officer)

/s/ Craig S. Bartlett, Jr.*         Director                   December 5, 2001
----------------------------
Craig S. Bartlett, Jr.

/s/ Franklin A. Burke*              Director                   December 5, 2001
----------------------------
Franklin A. Burke

/s/ Ralph F. Cox*                   Director                   December 5, 2001
----------------------------
Ralph F. Cox

/s/ Frederick M. Pevow, Jr.*        Director                   December 5, 2001
----------------------------
Frederick M. Pevow, Jr.

                                       8
/s/ James C. Phelps*                Director                   December 5, 2001
---------------------------
James C. Phelps

/s/ Joseph A. Wagda*                Director                   December 5, 2001
---------------------------
Joseph A. Wagda

*By: Chris E. Williford, Attorney-in-Fact

                                       9
EXHIBIT INDEX

    Exhibit No.                   Description                              Page

     5.1    Opinion of Cox & Smith Incorporated as to the legality
            of the Common Stock being registered (Filed herewith).          11

     23.1   Consent of Deloitte & Touche LLP (Filed herewith).              12

     23.2   Consent of Ernst & Young LLP (Filed herewith).                  13

     23.3   Consent of Cox & Smith Incorporated (found in Exhibit 5.1).     11

     24.1   Power of Attorney of Craig S. Bartlett, Jr. (Filed herewith).   14

     24.2   Power of Attorney of Franklin A. Burke (Filed herewith).        15

     24.3   Power of Attorney of Ralph F. Cox (Filed herewith).             16

     24.4   Power of Attorney of Frederick M. Pevow, Jr. (Filed herewith).  17

     24.5   Power of Attorney of James C. Phelps (Filed herewith).          18

     24.6   Power of Attorney of Joseph A. Wagda (Filed herewith).          19

                                       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
                                December 5, 2001

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

                                 Re:   Registration  Statement  on Form  S-8 for
                                       the Abraxas  Petroleum  Corporation Stock
                                       Option Agreements

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 410,089 shares (the "Shares") of the common
stock, par value $.01 per share ("Common Stock"), of the Company. The Shares are
issuable pursuant to certain stock option agreements (the "Agreements").

         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 Agreements.

         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/cs

                                       11
Exhibit 23.1

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the  incorporation by reference in this Registration  Statement of
Abraxas  Petroleum  Corporation  on Form S-8 of our report dated March 22, 2001,
appearing  and  incorporated  by reference in the Annual  Report on Form 10-K of
Abraxas Petroleum Corporation for the year ended December 31, 2000.

/S/  DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP

San Antonio, Texas
December 5, 2001

                                       12
Exhibit 23.2

                         Consent of Independent Auditors

We consent to the incorporation by reference of our report dated March 17, 2000,
except for Notes 2 and 18, as to which the date is March 31, 2000,  with respect
to the consolidated  financial statements of Abraxas Petroleum Corporation as of
December 31, 1999 and for each of the two years in the period ended December 31,
1999,  included in its Annual Report (Form 10-K) for the year ended December 31,
2000,  previously  filed with the  Securities and Exchange  Commission,  in this
Registration  Statement  on Form S-8 dated  December 5, 2001  pertaining  to the
Abraxas Petroleum Corporation Stock Option Agreements.

                                              /s/ Ernst & Young LLP

         San Antonio, Texas

         December 5, 2001

                                       13
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, Robert W. Carington,  Jr. 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-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: December 5, 2001

                                                  /S/ Craig S. Bartlett, Jr.
                                                  --------------------------
                                                  Craig S. Bartlett, Jr.

                                       14
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, Robert W. Carington,  Jr. 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-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: December 5, 2001

                                            /S/ Franklin A. Burke
                                            ------------------------
                                            Franklin A. Burke

                                       15
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, Robert W. Carington,  Jr. 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-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: December 5, 2001

                                            /S/ Ralph F. Cox
                                            -----------------------
                                            Ralph F. Cox

                                       16
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, Robert W. Carington,  Jr. 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-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: December 5, 2001

                                          /S/ Frederick M; Pevow, Jr.
                                          ---------------------------
                                         Frederick M. Pevow, Jr.

                                       17
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, Robert W. Carington,  Jr. 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-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: December 5, 2001

                                            /S/ James C. Phelps
                                            ---------------------
                                            James C. Phelps

                                       18
Exhibit 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, Robert W. Carington,  Jr. 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-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: December 5, 2001

                                                /S/ Joseph A. Wagda
                                                -----------------------
                                                Joseph A. Wagda

                                       19