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                                                                    Exhibit 4.10


                          NOTICE OF GUARANTEED DELIVERY

                             OFFER TO EXCHANGE UP TO
     $113,439,051 PRINCIPAL AMOUNT 11 1/2% SECURED NOTES DUE 2007, SERIES B
                           FOR ANY AND ALL OUTSTANDING
     $113,439,051 PRINCIPAL AMOUNT 11 1/2% SECURED NOTES DUE 2007, SERIES A
                                       OF
                          ABRAXAS PETROLEUM CORPORATION

                        PURSUANT TO THE OFFER TO EXCHANGE
                           DATED _______________, 2003

The Exchange Agent for the Exchange Offer is:   U.S. Bank, N.A.

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<Caption>

<S>                                                           <C>
    BY MAIL (WHETHER CERTIFIED OR REGISTERED):                BY HAND DELIVERY OR OVERNIGHT COURIER:

                U.S. Bank, N.A.                                          U.S. Bank, N.A.
            180 East Fifth Street                                    180 East Fifth Street
            Saint Paul, MN 55101                                     Saint Paul, MN 55101
 Attn: Frank Leslie, Corporate Trust Services              Attn: Frank Leslie, Corporate Trust Services


  BY FACSIMILE(FOR ELIGIBLE INSTITUTIO ONLY):                        CONFIRM BY TELEPHONE:

              (651) 244-0711                                             (651) 244-8677

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      Delivery of this Notice of Guaranteed Delivery (the "Notice") to an
address, or transmission via facsimile, other than as set forth above will not
constitute a valid delivery.

      As set forth in the Offer to Exchange dated _______, 2003 that accompanies
this Notice (as it may be supplemented from time to time, the "Offer") of
Abraxas Petroleum Corporation, a Nevada corporation ("Abraxas" or the
"Company"), and in the related Letter of Transmittal (the "Letter of
Transmittal" and, together with the Offer, the "Exchange Offer"), this Notice
must be used to accept the Company's offer to exchange 11 1/2% Secured Notes due
2007, Series B ("Exchange Notes") for all outstanding 11 1/2% Secured Notes due
2007, Series A (the "Outstanding Notes"), subject to the terms and conditions of
the Exchange Offer, if (i) the Outstanding Notes are not lost, but are not
immediately available, (ii) time will not permit the Outstanding Notes or other
required documents to reach the Exchange Agent at or before 12:00 Midnight, New
York City Time, on ________________, 2003 (the "Expiration Time"), or (iii) the
procedures for book-entry transfer cannot be completed before the Expiration
Time.

      This Notice must be delivered by an Eligible Institution by telegram,
telex, facsimile transmission, mail or hand delivery to the Exchange Agent as
set forth above at or before the Expiration Time. See the section entitled "The
Series A/B Exchange Offer--Procedures for Tendering Outstanding Notes--
Guaranteed Delivery Procedures" in the Offer.

      This Notice is not to be used to guarantee signatures. If a signature on
the Letter of Transmittal is required to be guaranteed by an Eligible
Institution under the instructions to the Letter of Transmittal, such signature
guarantee must appear in the applicable space provided in the Letter of
Transmittal.

      The terms and conditions used in the accompanying Offer are incorporated
by reference into and form an integral part of this Notice. All capitalized
terms used herein and not defined herein shall have the meanings ascribed to
them in the Offer.

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Ladies and Gentlemen:

      The undersigned hereby tender(s) to the Company, upon the terms and
subject to the conditions set forth in the Offer and the Letter of Transmittal
(receipt of which is hereby acknowledged), the principal amount of the
Outstanding Notes specified below, pursuant to the guaranteed delivery
procedures set forth under the section entitled "The Series A/B Exchange
Offer--Procedures for Tendering Outstanding Notes-- Guaranteed Delivery
Procedures" in the Offer.

      The undersigned understand(s) that the tender of Outstanding Notes may not
be withdrawn except under the circumstances described in the Offer. In the event
of a termination of the Exchange Offer, the Outstanding Notes tendered pursuant
to the Exchange Offer will be returned to the tendering Noteholders promptly
(or, in the case of Outstanding Notes tendered by book-entry transfer, such
Outstanding Notes will be credited to the account maintained at DTC from which
such Outstanding Notes were delivered).

      The undersigned understand(s) that exchange by the Exchange Agent of
Exchange Notes for Outstanding Notes tendered and accepted for payment pursuant
to the Exchange Offer will be made only after timely receipt by the Exchange
Agent of such Outstanding Notes, or Book-Entry Confirmation of the transfer of
such Outstanding Notes into the Exchange Agent's account at DTC, and a Letter of
Transmittal (or facsimile thereof) with respect to such Outstanding Notes
properly completed and duly executed with any required signature guarantees and
any other documents required by the Letter of Transmittal or a properly
transmitted agent's message.

      All authority conferred or agreed to be conferred by this Notice shall not
be affected by, and shall survive, the death or incapacity of the undersigned,
and every obligation of the undersigned under this Notice shall be binding upon
the heirs, executors, administrators, trustees in bankruptcy, personal and legal
representatives, successors and assigns of the undersigned. Photocopies of this
Notice may be used if multiples are required.


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                        DESCRIPTION OF OUTSTANDING NOTES TENDERED

              (MUST BE COMPLETED. IF SPACE IS INSUFFICIENT, PLEASE ATTACH
                            A SIGNED LIST IN THE FORM BELOW.)

------------------------------------------------------------------------------------------
                                                          AGGREGATE          PRINCIPAL
                                      OUTSTANDING         PRINCIPAL          AMOUNT OF
    NAME(S) AND ADDRESS(ES) OF          NOTE(S)           AMOUNT OF         OUTSTANDING
       REGISTERED HOLDER(S)           CERTIFICATE        OUTSTANDING            NOTES
          (PLEASE PRINT)              NUMBER(S)*            NOTES             TENDERED**
------------------------------------------------------------------------------------------
<S>                                   <C>                <C>                <C>


------------------------------------------------------------------------------------------


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* Need not be completed by Book-Entry Holders.
** Unless otherwise specified, it will be assumed that the entire
aggregate principal amount represented by the Outstanding Notes described above
is being tendered.



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<Page>


                                   SIGNATURES

________________________________________________________________________________


                        _______________________________________________________
                        Signature of Holder or Authorized Representative


                        _______________________________________________________
                        Name of Holder
                        (please print or type)

                        _______________________________________________________
                        Name of Authorized Representative, if applicable
                        (please print or type)

                        _______________________________________________________
                        Area Code and Telephone No.
                        (please print or type)

                        _______________________________________________________
                        Social Insurance Number or Taxpayer Identification
                        Number or Social Security Number of U.S. Resident


Dated:___________________, 2003
________________________________________________________________________________

      This Notice must be signed by the Noteholder(s) exactly as their name(s)
appear on certificate(s) for Outstanding Notes or, if tendered by a participant
in DTC, exactly as such participant's name appears on a security position
listing as the owner of Outstanding Notes, or by person(s) authorized to become
Noteholder(s) by endorsements and documents transmitted with this Notice. If
signature is by a trustee, executor, administrator, guardian, attorney-in-fact,
officer or other person acting in a fiduciary or representative capacity, such
person must provide the following information:


Name(s):________________________________________________________________

________________________________________________________________________

Capacity:_______________________________________________________________

Address(es):____________________________________________________________

________________________________________________________________________

DO NOT SEND OUTSTANDING NOTES WITH THIS FORM. OUTSTANDING NOTES SHOULD BE SENT
TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED
LETTER OF TRANSMITTAL.



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                                    GUARANTEE


(Not To Be Used for Signature Guarantee)

      The undersigned, a recognized member of the Medallion Signature Guarantee
Program or any other "eligible guarantor institution" (each, an "Eligible
Institution"), as such term is defined in Rule 17Ad-15 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), hereby (i)
represents that the above-named persons are deemed to own the Outstanding Notes
tendered hereby within the meaning of Rule 14e-4, as promulgated under the
Exchange Act ("Rule 14e-4"), (ii) represents that such tender of Outstanding
Notes complies with Rule 14e-4, and (iii) guarantees that the Outstanding Notes
tendered hereby are in proper form for transfer (pursuant to the procedures set
forth in the Offer under the caption "The Series A/B Exchange Offer--Procedures
for Tendering Outstanding Notes--Guaranteed Delivery Procedures"), together with
a properly completed and duly executed Letter of Transmittal (or manually signed
facsimile thereof) with any required signature guarantee and any other documents
required by the Letter of Transmittal or a properly transmitted agent's message,
will be received by the Exchange Agent at one of its addresses set forth above
within two business days after the date of execution hereof.

      The Eligible Institution that completes this Notice must communicate the
guarantee to the Exchange Agent and must deliver the Letter of Transmittal or
agent's message and Outstanding Notes to the Exchange Agent within the time
period shown herein. Failure to do so could result in a financial loss to such
Eligible Institution.

You must complete this Notice


                        _______________________________________________________
                        Name of Eligible Institution (please print or type)


                        _______________________________________________________
                        Authorized Signature


                        _______________________________________________________
                        Name and Title of Authorized Signatory
                        (please print or type)


                        _______________________________________________________
                        Address (please print or type)


                        _______________________________________________________
                        City, State / Province, Country and Postal Code
                        (please  print or type)


                        _______________________________________________________
                        Area Code and Telephone Number


Date: ____________________________, 2003




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