Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
BILLINGSLEY LEE T
  2. Issuer Name and Ticker or Trading Symbol
ABRAXAS PETROLEUM CORP [AXAS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
VP - Exploration
(Last)
(First)
(Middle)
18803 MEISNER DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
10/05/2009
(Street)

SAN ANTONIO, TX 78258
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
ABRAXAS PETROLEUM COMMON STOCK 10/05/2009   A   28,772 A (1) (3) 178,286 D  
ABRAXAS PETROLEUM COMMON STOCK               2,500 I Retirement Account
ABRAXAS PETROLEUM COMMON STOCK               23,125 I 401-K

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option $ 1.75 10/05/2009   A   66,937   10/05/2010 02/05/2019 Abraxas Petroleum Common Stock 66,937 (2) (3) 66,937 D  
Employee Stock Option $ 0.99               (4) 03/17/2019 Abraxas Petroleum Common Stock 50,000   50,000 D  
Employee Stock Option $ 3.6             08/28/2011 08/28/2017 Abraxas Petroleum Common Stock 16,543   16,543 D  
Employee Stock Option $ 4.59             09/13/2009 09/13/2015 Abraxas Petroleum Common Stock 50,000   50,000 D  
Employee Stock Option $ 0.68             04/24/2007 04/24/2013 Abraxas Petroleum Common Stock 15,000   15,000 D  
Employee Stock Option $ 0.65             11/22/2006 11/22/2012 Abraxas Petroleum Common Stock 22,000   22,000 D  
Employee Stock Option $ 0.66             03/23/2005 03/23/2011 Abraxas Petroleum Common Stock 15,000   15,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BILLINGSLEY LEE T
18803 MEISNER DRIVE
SAN ANTONIO, TX 78258
      VP - Exploration  

Signatures

 Lee T. Billingsley   10/08/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Received in exchange for 2,500 restricted units and 4,270 phantom units of Abraxas Energy Partners, L.P. in connection with the merger of Abraxas Energy Partners, L.P. into Abraxas Merger Sub,LLC, a wholly owned subsidiary of Abraxas Petroleum Corporation (the "Merger"). On the effective date of the Merger, the closing price of Abraxas Petroleum Corporations' common stock was $1.75.
(2) Received in the Merger in exchange for employee unit options for 15,750 units of Abraxas Energy Partners L.P.
(3) These securities and options vest over various time periods.
(4) Options vest at 25% per year, beginning one year after grant.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.