SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),
(c) AND (d) AND AMENDMENTSTHERETO FILED PURSUANT TO RULE 13d-2(b)
ABRAXAS PETROLEUM CORPORATION
(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
003830106
(CUSIP Number)
MARCH 22, 1999
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
Rule 13d-1(b)
x Rule 13d-1(c)
Rule 13d-1(d)
The information required in the remainder of this cover page shall
not be deemed to be Afiled@ for the purpose of Section 18 of the
Securities Exchange Act of 1934 or otherwisesubject to the liabilities
of that Section of the Act but shall be subject to all otherprovisions
of the Act (however, see the Notes).
SCHEDULE 13G
CUSIP No.
003830106
Page 2 of 6 Pages
1
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Appaloosa Management L.P.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
x
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
519,500
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
519,500
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
519,500
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
G
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.21%
12
TYPE OF REPORTING PERSON
PN**
*SEE INSTRUCTIONS BEFORE FILLING OUT!
**See Item 4.
SCHEDULE 13G
CUSIP No.
003830106
Page 3 of 6 Pages
13
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David A. Tepper
14
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b)
x
15
SEC USE ONLY
16
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
17
SOLE VOTING POWER
519,500
18
SHARED VOTING POWER
0
19
SOLE DISPOSITIVE POWER
519,500
20
SHARED DISPOSITIVE POWER
0
21
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
965,200
22
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
G
23
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.21%
24
TYPE OF REPORTING PERSON
IN**
*SEE INSTRUCTIONS BEFORE FILLING OUT!
**See Item 4.
Item 1(a). Name of Issuer: Abraxas Petroleum Corporation
Item 1(b). Address of Issuer=s Principal Executive Offices:
500 N. Loop 1604 East, Ste 100 San Antonio, Texas 78232
Item 2(a). Name of Person Filing:
Appaloosa Management L.P. and David A. Tepper
Item 2(b). Address of Principal Business Office or, if None, Residence:
Appaloosa Management L.P., 26 Main Street, Chatham, New Jersey 07928
David A. Tepper, c/o Appaloosa Management L.P., 26 Main Street, Chatham, New
Jersey 07928
Item 2(c). Citizenship:
Appaloosa Management L.P. - Delaware
David A. Tepper - United States of America
Item 2(d). Title of Class of Securities:
Common Stock, $0.01 par value
Item 2(e). CUSIP Number: 003830106
Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b) OR 13d-2(b) or
(c), CHECK WHETHER THE PERSON FILING IS A:
Not applicable. This statement is filed pursuant to 13d-1(c).
Item 4. OWNERSHIP:
(a) 519,500
(b) 8.21%
(c) (i) sole voting power: 519,500
(ii) shared voting power: 0
(iii) sole dispositive power: 519,500
(iv) shared dispositive power: 0
*Appaloosa Management L.P. (AAMLP@) is the general partner
of Appaloosa Investment Limited Partnership I, the investment
advisor API is the general partner of AMLP and DAT owns a
majority of the limited partnership interests of AMLP. to Palomino
Fund Ltd., and the managing member of Tersk LLC, which are the holders
of record of the reported securities(228,490, 261,837, and
29,173 shares, respectively). David A.Tepper (ADAT@) is the sole
stockholder and president of Appaloosa Partners Inc. (AAPI@).
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Not applicable.
Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Persons other than David A. Tepper and Appaloosa Management L.P. have
the right to receive dividends from, or the proceeds from the sale of,
the reported securities. None of these persons has the right to direct
such dividends or proceeds.
Item 7.IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
Not Applicable.
Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not Applicable.
Item 9. NOTICE OF DISSOLUTION OF GROUP:
Not Applicable.
Item 10. CERTIFICATION:
By signing below we certify that, to the best of our
knowledge and belief, the securities referred to above
were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not
held inconnection with or as a participant in any transaction having
that purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true,
complete and correct.
May 20, 1999
APPALOOSA MANAGEMENT L.P.
By: Appaloosa Partners Inc.
Its: General Partner
By: /s/ David A. Tepper
David A. Tepper
President
DAVID A. TEPPER
/s/ David A. Tepper
Exhibit Index
Exhibit 99.1 - Joint Filing Agreement
EXHIBIT 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities
Exchange Act of 1934, as amended, the persons or entities named below each
hereby agrees that the Schedule 13G filed herewith and any amendments thereto
relating to the acquisition of Common Stock of Abraxas Petroleum Corporation is
filed jointly on behalf of each such person; provided, however, each person
or entity named below is not responsible for the completeness or accuracy of
the information concerning the other persons or entities filing the
Schedule 13G.
dated: May 20, 1999
APPALOOSA MANAGEMENT L.P.
By: Appaloosa Partners Inc.
Its: General Partner
By: /s/ David A. Tepper
David A. Tepper
President
DAVID A. TEPPER
/s/ David A. Tepper
NYC01:53990.1
Page 6 of 6
NYC01:53990.1
NYC01:53990.1
