8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

November 15, 2011

Date of Report (Date of earliest event reported)

ABRAXAS PETROLEUM CORPORATION

(Exact name of registrant as specified in its charter)

Nevada	1-16071	74-2584033
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

18803 Meisner Drive

San Antonio, Texas 78258

(210) 490-4788

(Address of principal executive offices and Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

Item 7.01 Regulation FD Disclosure

The Company’s Vice President-CFO, Barbara M. Stuckey will present  at the Stephens Inc. Fall Investment Conference being held November 15, 2011 in New York. Attached as Exhibit 99.2 are materials that Mrs. Stuckey will present.

The information in this Report (including Exhibit 99.1) is furnished pursuant to Item 7.01 and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of the Section. The information in this Report will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 9.01 Financial Statements and Exhibits.

(d)           Exhibits.

99.1 News Release

99.2 Slide Presentation

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 hereunto duly authorized.

ABRAXAS PETROLEUM CORPORATION

By:   /s/ Barbara M. Stuckey                                                                

Barbara M. Stuckey

Vice President, Chief Financial Officer

Dated: November 15, 2011

EX-99.1

ABRAXAS PETROLEUM CORPORATION

www.abraxaspetroleum.com

EXHIBIT 99.1

NEWS RELEASE

Abraxas Announces 2012 Capital Expenditure Budget of $70 Million and

Presentation Details for the Upcoming Stephens Inc. Fall Investment Conference

SAN ANTONIO (November 13, 2011) - Abraxas Petroleum Corporation (NASDAQ:AXAS) today announced its 2012 capital expenditure budget of $70 million, targeting oil and liquids-rich projects across all of its operating areas.

 “We are pleased to announce our 2012 capital expenditure budget of $70 million which is a 17% increase over 2011.  All of our projects in 2012 will be focused in our oil / liquids-rich plays and we will pick and choose as industry conditions warrant from a laundry list of projects that our operations team has assembled.  Nonetheless, we are committed to a continual pad development drilling program in the Williston Basin with our Company owned rig with approximately 10 gross (5 net) operated wells planned for 2012 and we will continue to participate on a non-operated basis as AFEs come in,” commented Bob Watson, Abraxas’ President and CEO.

Presentation Details

Abraxas is scheduled to present at 11:30 a.m. Eastern Time (10:30 a.m. CT) on Tuesday, November 15, 2011 at the Stephens Inc. Fall Investment Conference being held November 15-16, 2011 in New York.  The live audio webcast with the corresponding PowerPoint presentation will be available at http://wsw.com/webcast/stph17/axas/ or on the Company’s web site, http://www.abraxaspetroleum.com, in the Investor Relations section under Webcasts / Presentations.  The webcast including the slide presentation will be archived on the Company’s web site for 60 days.

Abraxas Petroleum Corporation is a San Antonio based oil and gas exploration and production company with operations across the Rocky Mountain, Mid-Continent, Permian Basin and onshore Gulf Coast regions of the United States and in the province of Alberta, Canada.

Safe Harbor for forward-looking statements:  Statements in this release looking forward in time involve known and unknown risks and uncertainties, which may cause Abraxas’ actual results in future periods to be materially different from any future performance suggested in this release.  Such factors may include, but may not be necessarily limited to, changes in the prices received by Abraxas for its oil and gas.  In addition, Abraxas’ future oil and gas production is highly dependent upon Abraxas’ level of success in acquiring or finding additional reserves.  Further, Abraxas operates in an industry where the value of securities is highly volatile and may be influenced by economic and other factors beyond Abraxas’ control.  In the context of forward-looking information provided in this release, reference is made to the discussion of risk factors detailed in Abraxas’ filings with the Securities and Exchange Commission during the past 12 months.

18803 Meisner Drive

San Antonio, Texas 78258

Phone: 210.490.4788    Fax: 210.918.6675

ABRAXAS PETROLEUM CORPORATION

www.abraxaspetroleum.com

FOR MORE INFORMATION CONTACT:

Barbara M. Stuckey/ Vice President - Corporate Finance

Phone 210.490.4788

bstuckey@abraxaspetroleum.com

www.abraxaspetroleum.com

18803 Meisner Drive

San Antonio, Texas 78258

Phone: 210.490.4788    Fax: 210.918.6675

EX-99.2

November 15, 2011

EXHIBIT99.2

2

Forward-Looking Statements

The information presented herein may contain predictions, estimates and
other forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934.Although the Company believes that its expectations are based on
reasonable assumptions, it can give no assurance that its goals will be
achieved.

Important factors that could cause actual results to differ materially from
those included in the forward-looking statements include the timing and
extent of changes in commodity prices for oil and gas, the need to develop
and replace reserves, environmental risks, competition, government
regulation and the ability of the Company to meet its stated business
goals.

3

AXAS Highlights

§NASDAQ: AXAS

§Shares outstanding: ~92.2 million

§~59% institutional

§~13% insider

§Average trading volume: ~2.5 million shares per day

§Short position: ~22 million shares

§Market capitalization: ~$400 million

§Long-term revolving bank debt:~$93 million

§2011 Capital program: $60 million+

§100% oil or liquids weighted

§2011 Production guidance(1):

§4,000 - 4,200 boe/d average

§4,700 - 4,900 boe/d exit rate

§2012 Capital program: $70 million

§100% oil or liquids weighted

(1)Production guidance includes AXAS’ share of Blue Eagle’s production

4

Unique to AXAS

§Portfolio of unconventional oil assets

§50,000+ net acres: Bakken, Eagle Ford, Niobrara

§Acreage predominately held by production

§Operated operations in Bakken exclusively pad development

§Will continue non-op participation

5

AXAS Hedges

	2011	2012	2013	AVE.
OIL - weighted average price	$76.61	$70.89	$80.79	$75.69
% OIL PDP(1)	77%	80%	67%
GAS - weighted average price	$6.52	$6.77	$6.84	$6.69
% GAS PDP(1)	82%	81%	66%

NYMEX-based fixed price swaps:

(1)As of December 31, 2010

6

ND

MT

WY

CO

UT

TX

OK

LA

Proved Reserves (MMBoe)(1):
26.6

- Proved Developed:49%

- Oil/NGL:42%
- Operated:81%

Abraxas Petroleum Corporation

(1)Net proved reserves as of December 31, 2010, including
AXAS’share of Blue Eagle’s proved reserves

(50% as of 12/31/10 and 41% as of 09/30/11)

Bakken / Three Forks

Play

Barnett / Woodford

Shale Play

Wolfberry Trend

Rocky Mountain

Mid-Continent

Permian Basin

Gulf Coast

Eagle Ford Shale Play

High Quality Assets

Alberta

Niobrara Play

Alberta Basin

Bakken Play

Alberta

Wolfbone Play

7

Reserve / Production Summary

Proved Reserves(1) - 26.6 MMBoe

Production(2) - 4,055 Boepd

(1)Net proved reserves as of December 31, 2010, including AXAS’ share of Blue Eagle’s proved reserves (50% as of 12/31/10 and 41% as of 09/30/11)

(2)Daily net production for the quarter ended September 30, 2011, including AXAS’ 41% share of Blue Eagle’s production

Basin

21%

Basin

30%

Canada

1%

Canada

2%

8

AXAS Production

(1)Includes AXAS’ share of Blue Eagle’s production (50% in Q1 and Q2 2011 and 41% in Q3 2011)

Base production

Divestitures

Weather disruptions

34%35%36%39%42%49%47%>50%Oil/NGL %

(1)

(1)

(1)

Range of guidance

(1)

9

2011 Capital Budget

§Large inventory of drilling locations in unconventional and conventional oil plays

§1H:11 oil weighted drilling program focused on low-risk / high-return Texas conventional
oil projects

§2H:11 accelerate operated drilling activity in the Bakken and Three Forks plays

§Additional inventory of gas projects await higher gas prices (all HBP)

(1)Unrisked locations based on eight wells (four Bakken and four Three Forks) per 1,280 acre units; 160 acre spacing assumptions in the Eagle Ford Shale; 3-D identified locations in
the Niobrara Shale play

(2)Eagle Ford Shale acreage and locations are gross to the Blue Eagle JV which Abraxas owns a 41% equity interest

Project Area	Net Acres	Net Unrisked Locations(1)	2011 Drilling Program		2011 Net Capital ($MM)
			Gross	Net
Bakken / Three Forks	20,835	130	15.0	3.0	$25.5
Eagle Ford Shale(2)	12,073	75	4.0	4.0	$0.0
Niobrara Shale	17,800	56	1.0	1.0	$5.0
Pekisko Fairway	9,120	10	4.0	4.0	$8.0
Alberta Bakken	10,000	-	-	-	-
Texas Oil Plays	8,700	65	15.0	15.0	$14.1
Other	n/a	n/a	4.0	4.0	$7.4
Total:	78,528	336	43.0	31.0	$60.0

10

Bakken / Three Forks

Nesson

2,270 net acres

Elm Coulee

440 net acres

Elkhorn Ranch / Lewis & Clark

2,035 net acres

Harding / Rough Rider

7,010 net acres

Carter

3,200 net acres

Sheridan

2,340 net acres

North Fork / Nesson

3,540 net acres

§Gross / Net Acres:

§109,658 / 20,835

§~100% held by production

§Drilling Inventory:

§1,280 acre units

§~685 gross / 130 net

§4 Bakken / 4 Three Forks
wells

§Recent Activity:

§2 gross (1.4 net) operated
wells

§19 gross (1.0 net) non-
operated wells

§2011 Activity:

§$25.5 MM budget

§Completion services

Ravin 26-35 1H - TFS

Stenehjem 27-34 1H - Bakken

11

Why Drilling Rig?

§Economics:

§3 year cost to wells

§Contract - $29.6 MM

§Own - $16.4 MM

§Payout - 3 years

§Efficiency & Performance:

§In-house drilling rig management

§Company crews incentivized with company goals - not contractors

§Pad drilling allows semi-permanent man camp

§Control:

§Company makes decisions

§Leverage to increase land ownership

§Financing:

§Very favorable terms

12

AXAS operated wells

Three ForksBakken

AXAS non-operated wellslocationlocation

Bakken / Three Forks

§North Fork/Nesson:

§3,540 net acres

§1,280 acre units: 8 B/TF wells

§64 gross (19.7 net)

§Drilled: 4 gross (1.5 net)

§Locations: 60 gross (18.2 net)

§Economics:

§D&C Cost: $9.0 MM

§$7.5 MM (pad drilling)

§EUR: 500 Mboe

§87% Oil & NGLs

§IRR: ~30% (no acreage)

§~46% (pad drilling)

§Ravin 26-35 1H:

§Cumulative production (300 days):

§85,000 Boe

§86% Oil & NGLs

§Stenehjem 27-34 1H:

§Cumulative production (110 days):

§55,000 Boe

§84% Oil & NGLs

North Fork / Nesson

3,540 net acres

79% WI

2% WI

15% WI

6% WI

48% WI

7% WI

30% WI

Koeser (B)

Stenehjem (B)

Johnson (B)

Ravin (TF)

59% WI

<1% WI

13

Eagle Ford Shale

§Acreage:

§12,155 net

§Atascosa, DeWitt, Lavaca and McMullen
Counties, TX

§Drilling Inventory:

§75 net JV locations

§160 acre spacing

§Economics:

§D&C Cost: $8.5 MM

§EUR: 500 MBoe(1)

§Blue Eagle Joint Venture:

§Abraxas operator

§Rock Oil committed to fund up to $75 MM

§Upon full funding, AXAS equity interest - 25%

§$36 MM Rock Oil contribution to date

§41% equity interest (AXAS)

§Recent Activity:

§1st well: T Bird 1H - on production

§2nd well: Matejek Gas Unit 1 - on production

§3rd well: Grass Farms 1H - on production

§Acquired 2,487 net acres (McMullen Co.)

§Q4: drill one McMullen Co. well

Lavaca County

Atascosa County

AXAS: Grass Farms 1H

DeWitt County

AXAS: T Bird 1H

TLM: Matejek Gas Unit 1

oil window

gas window

gas/condensate

window

(1) 1st JV Eagle Ford well - 1,100 MBoe of proved reserves

McMullen County

14

Drilling Inventory:

Nordheim Area -

§3,600 net acres

§160 acre spacing

§23 net wells

T Bird 1H:

§JV - 100% WI

§Op: AXAS

§TMD - 19,450’

§5,700’ lateral

§15-stage frac

§75 days (spud to on-line)

§Current:

700 Boepd

§Cumulative (270 days):

AXAS owns a 41% equity interest in the Blue Eagle joint venture

Eagle Ford Shale

Nordheim Prospect

DeWitt County, TX

oil window

gas window

15

Campbell

Converse

Niobrara

Weston

Niobrara Shale

Converse / Niobrara Counties, Wyoming

CHK / EOG:

2 producing wells

9 permits

§Gross / Net Acres:

§20,720 / 17,800

§Primarily in Converse and Niobrara
Counties

§~90% held by production

§~2,100 net acres in Campbell County
directly offsetting EOG producing well

§Drilling Inventory:

§90 gross / 56 net locations

§3-D identified

§Economics:

§D&C Cost: $5.0 MM

§EUR: 250 MBoe

§Historical Activity:

§12 wells (2000 - 2009)

(7 horizontal / 5 vertical)

§1 vertical Niobrara

§2011 Activity:

§$5.0 MM to drill 1.0 gross/net well

§Prairie Falcon 3H

§Completed -15 stage frac

§4,500’ lateral

§2nd well - early 2012 (Crossbow)

§Other:

§23 sq. miles proprietary 3D seismic
data

§Full-diameter core data

EOG Crossbow Area:

8 successful horizontal wells (Turner)

1-rig program

Typical well (Crossbow 7-06H)

30-day average: >700 Boepd

SWN / Helis:

1 producing well

14 permits

AXAS Activity:

Sage Grouse 3H:

(Cum Oil 25 MBbl / 50 MBbl EUR)

CHK:

Sims 15-26H:

(Cum Oil 20 MBbl / Gas 678 MMcf)

11 producing wells (Frontier/Niobrara)

4 permits

16

West Texas - Spires Ranch

§Economics:

§D&C Cost: $1.6 MM

§EUR: 160 MBoe

§80 MBbl oil

§200 MMcf sales gas

§45 MBbl NGL

§Spires 126 1H:

§Cumulative production (225 days):

§17,000 Boe

§75% Oil & NGLs

§Spires 126 2H:

§Average daily production (100 days):

§90 Boepd

§74% Oil & NGLs

§Spires 126 3H:

§Average daily production (10 days):

AXAS owns 100% working interest in Spires Ranch leasehold

5,600 net acres

Nolan
County

17

West Texas - Wolfbone

§April 2011 TX GLO Lease Sale:

§$5,295 / acre -

offsetting AXAS

§Current Industry Activity:

§3 CWEI-CHK wells -

offsetting AXAS

(completed - w/o results)

AXAS’ leasehold at Nine Mile Draw (100% WI)

Reeves
County

3,000 net acres

18

Near-Term Drilling Catalysts

AXAS OPERATED:

OUTSIDE OPERATED:

Bakken/Three Forks, North Dakota §Stenehjem: on production §AXAS 79% §Horizontal drilling program §Purchased drilling rig §Spud 1st well: Fall 2011 Spires Ranch / NE Millican, West Texas §3 horizontal oil wells - on production §2 vertical oil wells - 2nd well: on production §AXAS 100% Eagle Ford, South Texas §Grass Farms 1H - on production §JV 100%(1) Pekisko, Alberta, Canada §4 horizontal oil wells §1st well: on production §2nd well: on production §3rd well: drilling §CANAXAS 100% Niobrara / Turner, Wyoming §2 horizontal oil wells §1st well: completed (flowing back) §AXAS 100%

Bakken/Three Forks, North Dakota / Montana §Continental operated §1 wells: w/o rig §AXAS 4% §Denbury operated §1 well: on-line (Aug-11) §AXAS 2-6% §Brigham operated §2 wells: on-line (Sept-11) §AXAS 1% §Whiting operated §1 well: on-line (July-11) §AXAS 13% §Petro-Hunt operated §1 well: completing §AXAS <1% §XTO Energy operated §1 well: on-line (Sept-11) §AXAS 1% Mission Canyon, North Dakota §True operated §2 horizontal wells: completed (w/o facilities) §AXAS 3-8% Lodgepole, North Dakota §Oasis operated §1 well: on-line (Oct-11) §AXAS 2%

(1) AXAS owns a 41% equity interest in the Blue Eagle joint venture

19

Business Plan

§2011 Capital Program: $60 MM+

§2012 Capital Program: $70 MM

§oil development

§Bakken/TFS - Accelerate with purchase of drilling rig

§Eagle Ford - Accelerate with JV

§Target EOY 2011 - 50/50 oil/gas production mix

§Target EOY 2011 - >90% operated

20

Appendix

21

Canada Oil Development - Pekisko

§Gross / Net Acres:

§9,120 (100% WI)

§Drilling Inventory:

§10 gross / net locations

§Economics:

§D&C Cost: $2.0 MM

§EUR: 150 MBoe

§Historical Activity:

§2 horizontal wells (2010)

§2011 Activity:

§$8.0 MM to drill 4.0 gross / net
horizontal wells

§2 wells: on production (Nov-11)

§3rd well: drilling

§Other:

§Horizontal development of conventional
field

§5,400’ vertical depth / 3,000’ lateral
length

Tomahawk

Twining

Pekisko Trend

Alberta, Canada

22

Southern Alberta Basin - Bakken

§Gross / Net Acres:

§>10,000 net acres

§800 net mineral acres

§Glacier and Toole Counties, Montana

§Leases have 5-10 year primary terms

§2011 Activity:

§Continue to add to leasehold position in
geologically specific areas

§Monitor industry drilling activity

AXAS Leasing Area

Blackfoot Nation Territory

Newfield Wells

Rosetta & Others Wells

Toole

Glacier

Glacier / Toole Counties, Montana

23

Rocky Mountain

Ø8.4 MMBoe of proved reserves

Ø53% proved developed

Ø86% crude oil / NGL

Ø1,307 Boepd of production

Ø20.8 R/P ratio

Ø896 gross (104 net) producing wells

Ø72 PUD locations

Ø81,990 net acres

ØPrimary producing basins include:

§Williston Basin (MT and ND)

§Powder River & Green River Basins (WY)

§Uinta Basin (UT)

ØBakken / Three Forks - HBP

Rocky Mountain

ND

SD

MT

WY

CO

UT

Area of Operations

Overview

Net proved reserves, well count, R/P ratio and acreage as of December 31, 2010

Daily net production for the quarter ended September 30, 2011

Alberta Basin

Bakken Play

Bakken / Three Forks

Play

Niobrara Play

24

Permian Basin

Permian Basin

Ø5.6 MMBoe of proved reserves

Ø79% proved developed

Ø31% crude oil / NGL

Ø1,215 Boepd of production

Ø12.3 R/P ratio

Ø210 gross (156 net) producing wells

Ø5 PUD locations

Ø38,951 net acres

ØPrimary producing sub-basins:

§Delaware Basin

§Eastern Shelf

TX

Area of Operations

Overview

Barnett / Woodford

Shale Play

Wolfberry Trend

Net proved reserves, well count, R/P ratio and acreage as of December 31, 2010

Daily net production for the quarter ended September 30, 2011

Wolfbone Play

25

Gulf Coast

Gulf Coast

Ø10.9 MMBoe of proved reserves

Ø30% proved developed

Ø17% crude oil / NGL

Ø1,295 Boepd of production

Ø32.0 R/P ratio

Ø53 gross (47 net) producing wells

Ø23 PUD locations

Ø7,776 net acres

ØPrimary producing sub-basin:

§Onshore Gulf Coast

TX

Area of Operations

Overview

Eagle Ford

Shale Play

Net proved reserves, well count, R/P ratio and acreage as of December 31, 2010

Net proved reserves, R/P ratio, PUD locations and daily net production include AXAS’ share of Blue Eagle

Daily net production for the quarter ended September 30, 2011

26

NASDAQ: AXAS