ABRAXAS PETROLEUM CORPORATION
                       500 North Loop 1604 East, Suite 100
                            San Antonio, Texas 78232

                                November 26, 2002


Securities and Exchange Commission
Judicial Plaza
450 Fifth Street, N.W.
Washington, D.C.  20549

                               Re:   Abraxas Petroleum Corporation Registration
                                     Statement on Form S-1 File No. 333-95281

Gentlemen:

         Pursuant to Rule 477(a) of the  Securities Act of 1933, as amended (the
"Act"),  Abraxas  Petroleum  Corporation  (the  "Company")  hereby  requests the
withdrawal of the Registration  Statement on Form S-1, File No.  333-95281,  and
all exhibits thereto, (as amended, the "Registration  Statement") filed with the
Securities and Exchange Commission (the "Commission").  The following table sets
forth the filing history with respect to the Registration Statement:

                                    File No. 333-95281
                  Type of Filing                                Date of Filing
Registration Statement on Form S-1                             January 24, 2000

Amendment No. 1 to Registration Statement on Form              February 11, 2000
S-1

Amendment No. 2 to Registration Statement on Form               April 27, 2000
S-1

Post-Effective Amendment No. 1 to Registration                   May 25, 2000
Statement on Form S-1

Post-Effective Amendment No. 2 to Registration                September 29, 2000
Statement on Form S-1

Post-Effective Amendment No. 3 to Registration                 December 7, 2000
Statement on Form S-1


         The  Registration  Statement  was filed  pursuant  to the terms of that
certain Registration Rights Agreement dated December 21, 1999 (the "Registration
Rights  Agreement")  by and among the  Company  and  certain  holders of Company
securities.  No  securities  were  sold  in  connection  with  the  Registration
Statement.  Pursuant  to the terms of the  Registration  Rights  Agreement,  the
Company is no longer required to maintain the  effectiveness of the Registration
Statement.


         The Company further requests:

         1. That the  Commission  find that the withdrawal  hereby  requested is
consistent with the public interest and the protection of investors;

         2.  That an order  with  the date of  granting  of this  withdrawal  be
included in the files of the Commission for the Registration Statement,  stating
"Withdrawn  upon  the  request  of the  Registrant,  the  Commission  consenting
thereto;" and

         3. In accordance  with Rule 457(p) under the Act, that all fees paid to
the Commission in connection  with the filing of the  Registration  Statement be
credited to the Company's account for future use.

         If you have any questions  regarding this  application  for withdrawal,
please contact the undersigned at (210) 490-4788.

                                    Yours very truly,

                                    ABRAXAS PETROLEUM CORPORATION



                                By:___________________________
                                    Chris E. Williford,
                                    Executive Vice President,
                                    Chief Financial Officer and Treasurer

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