EXHIBIT 10.2


                          ABRAXAS PETROLEUM CORPORATION
                       Nonstatutory Stock Option Agreement
    Granted Under 2005 Non-Employee Directors Long-Term Equity Incentive Plan

1. Grant of Option.

         This agreement evidences the grant by Abraxas Petroleum Corporation,  a
Nevada  corporation  (the  "Company"),  on [date of grant] to [director name], a
director of the Company (the "Participant"),  of an option to purchase, in whole
or in part, on the terms provided herein and in the Company's 2005  Non-Employee
Directors  Long-Term  Equity  Incentive  Plan (the  "Plan"),  a total of [insert
number of shares]  shares (the  "Shares")  of common  stock,  par value $.01 per
share, of the Company  ("Common  Stock") at $[insert price per share] per Share.
Unless  earlier  terminated  pursuant to Section 3 (c) below,  this option shall
expire on [ten years from date of grant] (the "Final Exercise Date").  Except as
otherwise  defined in this Agreement,  capitalized  terms used herein shall have
the meaning set forth in the Plan.

         It is intended that the option evidenced by this agreement shall not be
an incentive stock option as defined in Section 422 of the Internal Revenue Code
of 1986, as amended and any  regulations  promulgated  thereunder  (the "Code").
Except as otherwise indicated by the context, the term "Participant", as used in
this  option,  shall be deemed to include any person who  acquires  the right to
exercise this option validly under its terms.

2.Vesting Schedule.

         This option  will become  immediately  exercisable  ("vest")  and shall
expire upon,  and will not be  exercisable  after,  the Final Exercise Date. The
right of exercise  shall be  cumulative  so that to the extent the option is not
exercised in any period to the maximum  extent  permissible it shall continue to
be exercisable,  in whole or in part, with respect to all shares for which it is
vested until the earlier of the Final  Exercise Date or the  termination of this
option under Section 3 hereof or the Plan.

3. Exercise of Option.

         (a) Form of Exercise. Each election to exercise this option shall be in
writing, signed by the Participant, and received by the Company at its principal
office,  accompanied  by this  agreement,  and  payment  in  full in the  manner
provided  in the Plan.  The  Participant  may  purchase  less than the number of
shares covered hereby,  provided that no partial  exercise of this option may be
for any fractional share or for fewer than ten whole shares.


         (b)  Continuous  Relationship  with the  Company  Required.  Except  as
otherwise  provided in this Section 3, this option may not be  exercised  unless
the Participant,  at the time he or she exercises this option,  is, and has been
at all times since the date of grant of this  option,  a director of the Company
or any parent or subsidiary  of the Company as defined in Section  424(e) or (f)
of the Code (an "Eligible Participant").

         (c) Expiration of Awards.

         Unless otherwise provided in this Agreement or any severance agreement,
vested Awards  granted under the Plan shall expire,  terminate,  or otherwise be
forfeited as follows:

           i.   three (3) months after the date the Company delivers a notice of
                termination  of a  Participant's  Active  Status,  other than in
                circumstances  covered by  subsection 3 (c) (ii),  (iii) or (iv)
                below;

           ii.  immediately  upon  termination of a Participant's  Active Status
                for Misconduct;

           iii.twelve (12) months  after the date of the death of a  Participant
                whose Active Status  terminated as a result of his or her death;
                and

           iv.  thirty-six  (36) months after the date on which the  Participant
                ceased performing services as a result of Retirement.

4.                         Withholding.

         No Shares will be issued pursuant to the exercise of this option unless
and until the Participant pays to the Company,  or makes provision  satisfactory
to the Company for payment of, any  federal,  state or local  withholding  taxes
required by law to be withheld in respect of this option.

5. Nontransferability of Option.

         This  option  may  not  be  sold,  assigned,  transferred,  pledged  or
otherwise  encumbered by the Participant,  either voluntarily or by operation of
law,  except by will or the laws of descent and  distribution,  and,  during the
lifetime  of the  Participant,  this  option  shall be  exercisable  only by the
Participant.

 6. Provisions of the Plan.

         This option is subject to the  provisions  of the Plan, a copy of which
is furnished to the Participant with this option.


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         IN WITNESS  WHEREOF,  the Company and  Participant  have  executed this
Agreement as of the day and year first above written.


                          COMPANY:

                          ABRAXAS PETROLEUM CORPORATION



                          By:  _____________________________
                              Robert L. G. Watson, President




         The  undersigned  Participant  represents  that he or she has read this
Option  Agreement  and  acknowledges  that the Option is subject to the terms of
this Agreement and the Abraxas Petroleum Corporation 2005 Non-Employee Directors
Long-Term Equity Incentive Plan.

                                  PARTICIPANT:


                        ________________________________
                        Printed Name: __________________



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