Appaloosa Management LP – ‘SC 13G’ on 5/20/99 re: Appaloosa Management LP

As of:  Thursday, 5/20/99   ·   Accession #:  1006438-99-28   ·   File #:  5-56309

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Statement of Beneficial Ownership   —   Schedule 13G
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G      Statement of Beneficial Ownership                      7±    27K 

Document Table of Contents

SECURITIES AND EXCHANGE COMMISSION                                              
Washington, D.C.  20549                                                         

SCHEDULE 13G                                                    
(Rule 13d-102)                                                                  

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),      
(c) AND (d) AND AMENDMENTSTHERETO FILED PURSUANT TO RULE 13d-2(b)               

ABRAXAS PETROLEUM CORPORATION                                                   

(Name of Issuer)                                                                

COMMON STOCK, $0.01 PAR VALUE                                                   

(Title of Class of Securities)                                                  

003830106                                                                       

(CUSIP Number)                                                                  

MARCH 22, 1999                                                                  

(Date of Event which Requires Filing of this Statement)                         

Check the appropriate box to designate the rule pursuant to which this          
Schedule is filed:                                                              
Rule 13d-1(b)                                                             
x Rule 13d-1(c)                                                               
Rule 13d-1(d)                                                             

The information required in the remainder of this cover page shall              
not be deemed to be Afiled@ for the purpose of Section 18 of the                
Securities Exchange Act of 1934 or otherwisesubject to the liabilities          
of that Section of the Act but shall be subject to all otherprovisions        
of the Act (however, see the Notes).                                          

SCHEDULE 13G                                                                    

CUSIP No.                                                                       

003830106                                                                       

Page 2 of 6 Pages                                                               

1                                                                               

NAME OF REPORTING PERSON                                                        
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                               

Appaloosa Management L.P.                                                       

2                                                                               

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                               

(a)                                                                             

(b)                                                                             

x                                                                               

3                                                                               

SEC USE ONLY                                                                    

4                                                                               

CITIZENSHIP OR PLACE OF ORGANIZATION                                            

Delaware                                                                        

NUMBER OF                                                                       
SHARES                                                                          
BENEFICIALLY                                                                    
OWNED BY                                                                        
EACH                                                                            
REPORTING                                                                       
PERSON                                                                          
WITH                                                                            

5                                                                               

SOLE VOTING POWER                                                               

519,500                                                                         

6                                                                               

SHARED VOTING POWER                                                             

0                                                                               

7                                                                               

SOLE DISPOSITIVE POWER                                                          

519,500                                                                         

8                                                                               

SHARED DISPOSITIVE POWER                                                        

0                                                                               

9                                                                               

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                    

519,500                                                                         

10                                                                              

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*           

G                                                                               

11                                                                              

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)                               

8.21%                                                                           

12                                                                              

TYPE OF REPORTING PERSON                                                        

PN**                                                                            

*SEE INSTRUCTIONS BEFORE FILLING OUT!                                           
**See Item 4.                                                                   

SCHEDULE 13G                                                                    

CUSIP No.                                                                       

003830106                                                                       

Page 3 of 6 Pages                                                               

13                                                                              

NAME OF REPORTING PERSON                                                        
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON                               

David A. Tepper                                                                 

14                                                                              

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                               

(a)                                                                             

(b)                                                                             

x                                                                               

15                                                                              

SEC USE ONLY                                                                    

16                                                                              

CITIZENSHIP OR PLACE OF ORGANIZATION                                            

United States of America                                                        

NUMBER OF                                                                       
SHARES                                                                          
BENEFICIALLY                                                                    
OWNED BY                                                                        
EACH                                                                            
REPORTING                                                                       
PERSON                                                                          
WITH                                                                            

17                                                                              

SOLE VOTING POWER                                                               

519,500                                                                         

18                                                                              

SHARED VOTING POWER                                                             

0                                                                               

19                                                                              

SOLE DISPOSITIVE POWER                                                          

519,500                                                                         

20                                                                              

SHARED DISPOSITIVE POWER                                                        

0                                                                               

21                                                                              

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                    

965,200                                                                         

22                                                                              

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*           

G                                                                               

23                                                                              

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)                               

8.21%                                                                           

24                                                                              

TYPE OF REPORTING PERSON                                                        

IN**                                                                            

*SEE INSTRUCTIONS BEFORE FILLING OUT!                                           
**See Item 4.                                                                   

Item 1(a). Name of Issuer:  Abraxas Petroleum Corporation                       

Item 1(b). Address of Issuer=s Principal Executive Offices:                     
500 N. Loop 1604 East, Ste 100 San Antonio, Texas 78232                         

Item 2(a).      Name of Person Filing:                                          
Appaloosa Management L.P. and David A. Tepper                                   

Item 2(b). Address of Principal Business Office or, if None, Residence:         
Appaloosa Management L.P., 26 Main Street, Chatham, New Jersey 07928            
David A. Tepper, c/o Appaloosa Management L.P., 26 Main Street, Chatham, New    
Jersey 07928                                                                    

Item 2(c). Citizenship:                                                         
Appaloosa Management L.P. - Delaware                                            
David A. Tepper - United States of America                                      

Item 2(d). Title of Class of Securities:                                        
Common Stock, $0.01 par value                                                   

Item 2(e).      CUSIP Number: 003830106                                         

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1(b) OR 13d-2(b) or     
(c), CHECK WHETHER THE PERSON FILING IS A:                                      
Not applicable. This statement is filed pursuant to 13d-1(c).                   

Item 4.        OWNERSHIP:                                                     

(a)     519,500                                                                 

(b)     8.21%                                                                   

(c)     (i) sole voting power: 519,500                                          

(ii) shared voting power: 0                                                     

(iii) sole dispositive power: 519,500                                           

(iv) shared dispositive power: 0                                                

*Appaloosa Management L.P. (AAMLP@) is the general partner                      
of Appaloosa Investment Limited Partnership I, the investment                   
advisor   API is the general partner of AMLP and DAT owns a                   
majority of the limited partnership interests of AMLP. to Palomino              
Fund Ltd., and the managing member of Tersk LLC, which are the holders          
of record of the reported securities(228,490, 261,837, and                    
29,173 shares, respectively). David A.Tepper (ADAT@) is the sole                
stockholder and president of Appaloosa Partners Inc. (AAPI@).                   

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:                           
Not applicable.                                                                 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:        
Persons other than David A. Tepper and Appaloosa Management L.P. have           
the right to receive dividends from, or the proceeds from the sale of,          
the reported securities.  None of these persons has the right to direct         
such dividends or proceeds.                                                     
Item 7.IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE 
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:                 
Not Applicable.                                                           

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:            
Not Applicable.                                               
Item 9.        NOTICE OF DISSOLUTION OF GROUP:                                
Not Applicable.                                                 
Item 10.       CERTIFICATION:                                                 

By signing below we certify that, to the best of our                            
knowledge and belief, the securities referred to above                          
were not acquired and are not held for the purpose of or                        
with the effect of changing or influencing the control of                       
the issuer of the securities and were not acquired and are not                  
held inconnection with or as a participant in any transaction having            
that purposes or effect.                                                        
SIGNATURE                                                                       

After reasonable inquiry and to the best of our knowledge and belief,           
we certify that the information  set forth in this statement is true,         
complete and correct.                                                         
May 20, 1999                                                                  

APPALOOSA MANAGEMENT L.P.                                                       
By: Appaloosa Partners Inc.                                                     
Its: General Partner                                                            

By:      /s/ David A. Tepper                                                    
David A. Tepper                                 
President                                     

DAVID A. TEPPER                                                     

/s/ David A. Tepper                                                 

Exhibit Index                                                                   

Exhibit 99.1  -  Joint Filing Agreement                                         

EXHIBIT 99.1                                                                    

JOINT FILING AGREEMENT                                                          

In accordance with Rule 13d-1(k)(1) under the Securities                        
Exchange Act of 1934, as amended, the persons or entities named below each      
hereby agrees that the Schedule 13G filed herewith and any amendments thereto 
relating to the acquisition of Common Stock of Abraxas Petroleum Corporation is 
filed jointly on behalf of each such person; provided, however, each person     
or entity named below is not responsible for the completeness or accuracy of    
the information concerning the other persons or entities filing the             
Schedule 13G.                                                                   
dated: May 20, 1999                                                           

APPALOOSA MANAGEMENT L.P.                                                       
By: Appaloosa Partners Inc.                                                     
Its: General Partner                                                            

By: /s/ David A. Tepper                                                         
David A. Tepper                                                                 
President                                                                       

DAVID A. TEPPER                                                                 

/s/ David A. Tepper                                                             

NYC01:53990.1                                                                   

Page 6 of 6                                                                     

NYC01:53990.1                                                                   

NYC01:53990.1                                                                   

Dates Referenced Herein

This ‘SC 13G’ Filing		Date		Other Filings
Filed on:		5/20/99		None on these Dates
		3/22/99
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