ABRAXAS PETROLEUM CORP
10-Q/A, 2000-08-15
CRUDE PETROLEUM & NATURAL GAS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

(Mark One                     FORM 10-Q/A Number 1

         (X)      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                       For the Quarter Ended June 30, 2000

         (  )     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                         Commission File Number 0-19118

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

         Nevada                                      74-2584033
         ---------------------------                 ----------

         (State or Other Jurisdiction of             (I.R.S. Employer
         Incorporation or Organization)                Identification Number)

         500 N. Loop 1604, East, Suite 100, San Antonio, Texas        78232
         -----------------------------------------------------      ---------
         (Address of Principal Executive Offices)                   (Zip Code)

Registrant's telephone number, including area code   (210)  490-4788
                                                     -----------------

                                 Not Applicable
              (Former name, former address and former fiscal year,
                         if changed since last report)
 ------------------------------------------------------------------------------

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the  preceding 12 months (or such shorter  period that the restraint
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. Yes X or No __

         The number of shares of the  issuer's  common stock  outstanding  as of
August 10, 2000, was:

                  Class                                    Shares Outstanding

         Common Stock, $.01 Par Value                           22,620,116





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<PAGE>
                 ABRAXAS PETROLEUM CORPORATION AND SUBSIDIARIES
                                   FORM 10 - Q
                                      INDEX



                                     PART II
                                OTHER INFORMATION

ITEM 2(c)     Changes in Securities...........................3
              Signatures   ...................................4


                                       2
<PAGE>


ABRAXAS PETROLEUM CORPORATION AND SUBSIDIARIES

    Abraxas  Petroleum  Corporation's  Form 10-Q for the quarter  ended June 30,
2000 is hereby amended by adding the following:
                                     PART II
                                OTHER INFORMATION


Item 2.(c) Changes in Securities

                  In April 2000,  Robert L.G.  Watson,  Robert W.  Carington and
           Chris E.  Williford  were  awarded  options  under the 2000 Long Term
           Incentive  Plan.  A total of  1,959,447  options  were  granted at an
           exercise price of $5.03 per share. These options vest at 25% per year
           over a four-year  period.  The  options  were  issued  pursuant to
           Section 4(2) of the Securities Act of 1933, as amended.




                                       3
<PAGE>



                                   SIGNATURES



    Pursuant to the  requirements  of the  Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


                          ABRAXAS PETROLEUM CORPORATION

                                  (Registrant)



    Date:  August 15, 2000            By:/s/
         -----------------               ---
                                           ROBERT L.G. WATSON,
                                           President and Chief
                                           Executive Officer


    Date:  August 15, 2000            By:/s/
         -----------------               ---
                                           CHRIS WILLIFORD,
                                           Executive Vice President and
                                           Principal Accounting Officer


                                       4
<PAGE>


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