UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Abraxas Petroleum Corporation
________________________________________
(Name of Issuer)
Common Stock
________________________________________
(Title of Class of Securities)
003830106
________________________________________
(CUSIP Number)
December 31, 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:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
<PAGE>
CUSIP No. 003830106 13G Page 2 of 12 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Halcyon/Alan B. Slifka Management Company LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS):
(a) [ ] (b) [x]
3 SEC USE ONLY:
4 CITIZENSHIP OR PLACE OF ORGANIZATION:
New York State
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5 SOLE VOTING POWER: 2,957,549
6 SHARED VOTING POWER 0
7 SOLE DISPOSITIVE POWER 2,957,549
8 SHARED DISPOSITIVE POWER 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
2,957,549
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS): [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
13.04%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IA
<PAGE>
CUSIP No. 003830106 13G Page 3 of 12 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Alan B. Slifka and Company, Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS):
(a) [ ] (b) [x]
3 SEC USE ONLY:
4 CITIZENSHIP OR PLACE OF ORGANIZATION:
New York State
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5 SOLE VOTING POWER: 2,957,549
6 SHARED VOTING POWER 0
7 SOLE DISPOSITIVE POWER 2,957,549
8 SHARED DISPOSITIVE POWER 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
2,957,549
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS): [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
13.04%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
HC;CO
<PAGE>
CUSIP No. 003830106 13G Page 4 of 12 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Alan B. Slifka
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS):
(a) [ ] (b) [x]
3 SEC USE ONLY:
4 CITIZENSHIP OR PLACE OF ORGANIZATION:
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
5 SOLE VOTING POWER: 3,466,809
6 SHARED VOTING POWER 0
7 SOLE DISPOSITIVE POWER 3,466,809
8 SHARED DISPOSITIVE POWER 0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
3,466,809
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS): [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
15.28%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
IN
<PAGE>
Page 5 of 12 Pages
Item 1.
(a) Name of Issuer
Abraxas Petroleum Corporation
(b) Address of Issuer's Principal Executive Offices
500 N. Loop 1604, East
Suite 100
San Antonio, TX 78232
Item 2.
(a) Name of Person Filing
Halcyon/Alan B. Slifka Management Company LLC
(b) Address of Principal Business Office or, if none, Residence
477 Madison Avenue, New York, New York 10022
(c) Citizenship
The Filing Persons' citizenships or places of
organization are set forth on the cover pages and
incorporated herein by reference.
(d) Title of Class of Securities
Common Stock
(e) CUSIP Number
003830106
Item 3. If this statement is filed pursuant to sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker of dealer registered under section 15 of
the Act (15 U.S.C. 78o);
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c);
(c) [ ] Insurance company as defined in section 3(a)(19)
of the Act (15 U.S.C. 78c);
(d) [ ] Investment company registered under section 8 of
the Investment Company Act of 1940 (15 U.S.C.
80a-8);
(e) [x] An investment adviser in accordance with section
240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with section 240.13d-1(b)(1)(ii)(F);
<PAGE>
Page 6 of 12 Pages
(g) [x] A parent holding company or control person in
accordance with section 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings association as defined in Section 3(b)
of the Federal Deposit Insurance Act (12 U.S.C.
1813);
(i) [ ] A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of
the Investment Company Act of 1940 (15 U.S.C.
80a-3);
(j) [ ] Group, in accordance with section 240.13d-1(b)
(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned
The Filing Persons beneficially own the number of
shares reflected on the cover pages which are
incorporated herein by reference.
(b) Percent of class
The Filing Person's beneficial ownership on a
percentage basis are reflected on the cover pages and
are incorporated by reference herein.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
The shares for which the Filing Persons have sole
voting powers are set forth on the cover pages and
are incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
None.
(iii) Sole power to dispose or to direct the
disposition of:
The shares for which the Filing Persons have sole
disposition powers are set forth on the cover
pages and are incorporated herein by reference.
(iv) Shared power to dispose or to direct the
disposition of:
None.
<PAGE>
Page 7 of 12 Pages
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class or securities, check the following.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
The advisees of Halcyon/Alan B. Slifka Management Company LLC
have a right to receive distributions on the proceeds of sale of
the shares. All securities reported are owned by the advisees,
and each Filing Person disclaims beneficial ownership of such
securities.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company.
Halcyon/Alan B. Slifka Management Company LLC is an adviser
registered as such under the Investment Advisers Act of 1940.
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 I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are
held in the ordinary course of business and 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 in connection with or as a
participant in any transaction having that purpose or effect.
<PAGE>
Page 8 of 12 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
HALCYON/ALAN B. SLIFKA MANAGEMENT
COMPANY LLC
By:
/s/ James H. Schropp
__________________________
Name: James H. Schropp
Title: Attorney-in-Fact, duly authorized
under Power of Attorney dated
February 9, 1999
Dated: January 5, 2000
<PAGE>
Page 9 of 12 Pages
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Halcyon/Alan B. Slifka Management
Company, L.L.C., whose signature appears below, constitutes and appoints
James H. Schropp as attorney-in-fact and agent for the undersigned solely
for the purpose of executing reports required under Section 13 and 16 of
the Securities and Exchange Act of 1934, and filing the same, with exhibits
thereto, and other documents in connection therewith, with the Securities
and Exchange Commission, thereby ratifying and confirming all that said
attorney-in-fact may do or cause to be done by virtue hereof.
HALCYON/ALAN B. SLIFKA MANAGEMENT
COMPANY LLC
By: Alan B. Slifka and Company, Limited
Title: Managing Member
By: /s/ James Pasquarelli
_______________________
Name: James Pasquarelli
Title: Treasurer
Date: February 9, 1999
<PAGE>
Page 10 of 12 Pages
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Alan B. Slifka and Company, Limited,
whose signature appears below, constitutes and appoints James H. Schropp as
attorney-in-fact and agent for the undersigned solely for the purpose of
executing reports required under Section 13 and 16 of the Securities and
Exchange Act of 1934, and filing the same, with exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, thereby ratifying and confirming all that said attorney-in-fact
may do or cause to be done by virtue hereof.
ALAN B. SLIFKA AND COMPANY, LIMITED
By: /s/ James Pasquarelli
_______________________
Name: James Pasquarelli
Title: Treasurer
Date: February 9, 1999
<PAGE>
Page 11 of 12 Pages
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Alan B. Slifka, whose signature
appears below, constitutes and appoints James H. Schropp as attorney-in-
fact and agent for the undersigned solely for the purpose of executing
reports required under Section 13 and 16 of the Securities and Exchange Act
of 1934, and filing the same, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, thereby
ratifying and confirming all that said attorney-in-fact may do or cause to
be done by virtue hereof.
ALAN B. SLIFKA
/s/ Alan B. Slifka
___________________
Date: February 9, 1999
<PAGE>
Page 12 of 12 Pages
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated under the Securities
Exchange Act of 1934, the undersigned agree to the joint filing of a
Statement on Schedule 13G (including any and all amendments thereto) with
respect to the shares of beneficial interest, no par value $0.01 per share,
of Abraxas Petroleum Corporation, and further agree that this Joint Filing
Agreement be included as an Exhibit thereto. In addition, each party to
this Agreement expressly authorizes each other party to this Agreement to
file on its behalf any and all amendments to such Statement.
HALCYON/ALAN B. SLIFKA MANAGEMENT
COMPANY LLC
By:
/s/ James H. Schropp
__________________________
Name: James H. Schropp
Title: Attorney-in-Fact
Dated: January 5, 2000
ALAN B. SLIFKA AND COMPANY, LIMITED
By:
/s/ James H. Schropp
__________________________
Name: James H. Schropp
Title: Attorney-in-Fact
Dated: January 5, 2000
ALAN B. SLIFKA
By:
/s/ James H. Schropp
__________________________
Name: James H. Schropp
Title: Attorney-in-Fact
Dated: January 5, 2000
