Schedule 13G

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ___________)*






(Name of Issuer)
Abraxas Petroleum Corporation




(Title of Class of Securities)
Common Stock




(CUSIP Number)
003830-10-6




(Date of Event Which Requires Filing of this Statement)
12-31-04

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

*The remainder of this cover page shall be filled out for a reporting 
person's initial filing on this form with respect to the subject class of 
securities, and for any subsequent amendment containing information which 
would alter the disclosures provided in a prior cover page. 
The information required in the remainder of this cover page shall not be 
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange 
Act of 1934 ("Act") or otherwise subject to the liabilities of that section 
of the Act but shall be subject to all other provisions of the Act (however, 
see the Notes). 



      CUSIP No. ..003830-10-6.....................................



          1.Names of Reporting Persons.
      I.R.S. Identification Nos. of above persons (entities only).
     Venture Securities Corporation  23-1566733 
.............................................................................
.............................................................................
....




      2. Check the Appropriate Box if a Member of a Group (See Instructions)


      
(a)..........................................................................
.............................................................................


      
(b)..........................................................................
.............................................................................




      3.SEC Use Only 
      
.............................................................................
............................................................




      4.Citizenship or Place of Organization 
     Spring House, PA 
.............................................................................
...............................



      Number of
      Shares
      Beneficially
      Owned by
      Each Reporting
      Person With
      5.Sole Voting Power 
      
1,244,204....................................................................
.................................................



      6.Shared Voting Power 
      
0............................................................................
.......................................



      7.Sole Dispositive 
      
Power........................................................................
2,403,770..........................................



      8.Shared Dispositive Power 
      
0............................................................................
...................................




      9.Aggregate Amount Beneficially Owned by Each Reporting 
      Person................................................................
2,403,770



      10.Check if the Aggregate Amount in Row (9) Excludes Certain Shares 
      (See Instructions).................................




      11.Percent of Class Represented by Amount in Row (9) 
      
6.6..........................................................................
........




      12.Type of Reporting Person (See Instructions)
IA


      
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INSTRUCTIONS FOR SCHEDULE 13G
Instructions for Cover Page
      (l)Names and I.R.S. Identification Numbers of Reporting Persons-Furnish 
      the full legal name of each person for whom the report is filed-i.e., 
      each person required to sign the schedule itself-including each member 
      of a group. Do not include the name of a person required to be 
      identified in the report but who is not a reporting person. Reporting 
      persons that are entities are also requested to furnish their I.R.S. 
      identification numbers, although disclosure of such numbers is 
      voluntary, not mandatory (see "SPECIAL INSTRUCTIONS FOR COMPLYING WITH 
      SCHEDULE 13G" below).
      (2)If any of the shares beneficially owned by a reporting person are 
      held as a member of a group and that membership is expressly affirmed, 
      please check row 2(a). If the reporting person disclaims membership in 
      a group or describes a relationship with other persons but does not 
      affirm the existence of a group, please check row 2(b) [unless it is a 
      joint filing pursuant to Rule 13d1(k)(1) in which case it may not be 
      necessary to check row 2(b)].
      (3)The third row is for SEC internal use; please leave blank.
      (4)Citizenship or Place of Organization-Furnish citizenship if the 
      named reporting person is a natural person. Otherwise, furnish place of 
      organization.
      (5)-(9), (11)Aggregate Amount Beneficially Owned By Each Reporting 
      Person, Etc.-Rows (5) through (9) inclusive, and (11) are to be 
      completed in accordance with the provisions of Item 4 of Schedule 13G. 
      All percentages are to be rounded off to the nearest tenth (one place 
      after decimal point).
      (10)Check if the aggregate amount reported as beneficially owned in row 
      (9) does not include shares as to which beneficial ownership is  
      disclaimedpursuant to Rule 13d-4 (17 CFR 240.13d-4] under the 
      Securities Exchange Act of 1934.
      (12)Type of Reporting Person-Please classify each "reporting person" 
      according to the following breakdown (see Item 3 of Schedule 13G) and 
      place the appropriate symbol on the form: 
            CategorySymbol
            Broker Dealer BD
            Bank BK
            Insurance Company IC
            Investment Company IV
            Investment Adviser IA
            Employee Benefit Plan, Pension Fund, or Endowment Fund EP
            Parent Holding Company/Control Person HC
            Savings Association SA
            Church Plan CP
            Corporation CO
            Partnership PN
            Individual IN
            Other OO




      Notes:Attach as many copies of the second part of the cover page as are 
      needed, one reporting person per page. 
      Filing persons may, in order to avoid unnecessary duplication, answer 
      items on the schedules (Schedule 13D, 13G or 14D1) by appropriate cross 
      references to an item or items on the cover page(s). This approach may 
      only be used where the cover page item or items provide all the 
      disclosure required by the schedule item. Moreover, such a use of a 
      cover page item will result in the item becoming a part of the schedule 
      and accordingly being considered as "filed" for purposes of Section 18 
      of the Securities Exchange Act or otherwise subject to the liabilities 
      of that section of the Act. 
      Reporting persons may comply with their cover page filing requirements 
      by filing either completed copies of the blank forms available from the 
      Commission, printed or typed facsimiles, or computer printed 
      facsimiles, provided the documents filed have identical formats to the 
      forms prescribed in the Commission's regulations and meet existing 
      Securities Exchange Act rules as to such matters as clarity and size 
      (Securities Exchange Act Rule 12b-12).



SPECIAL INSTRUCTIONS FOR COMPLYING WITH SCHEDULE 13G
Under Sections 13(d), 13(g), and 23 of the Securities Exchange Act of 1934 
and the rules and regulations thereunder, the Commission is authorized to 
solicit the information required to be supplied by this schedule by certain 
security holders of certain issuers. 
Disclosure of the information specified in this schedule is mandatory, except 
for I.R.S. identification numbers, disclosure of which is voluntary. The 
information will be used for the primary purpose of determining and 
disclosing the holdings of certain beneficial owners of certain equity 
securities. This statement will be made a matter of public record. Therefore, 
any information given will be available for inspection by any member of the 
public. Because of the public nature of the information, the Commission can 
use it for a variety of purposes, including referral to other governmental 
authorities or securities self-regulatory organizations for investigatory 
purposes or in connection with litigation involving the Federal securities 
laws or other civil, criminal or regulatory statutes or provisions. I.R.S. 
identification numbers, if furnished, will assist the Commission in 
identifying security holders and, therefore, in promptly processing 
statements of beneficial ownership of securities. 
Failure to disclose the information requested by this schedule, except for 
I.R.S. identification numbers, may result in civil or criminal action against 
the persons involved for violation of the Federal securities laws and rules 
promulgated thereunder. 



GENERAL INSTRUCTIONS
      A.Statements filed pursuant to Rule 13d-1(b) containing the information 
      required by this schedule shall be filed not later than February 14 
      following the calendar year covered by the statement or within the time 
      specified in Rules 13d-1(b)(2) and 13d2(c). Statements filed pursuant 
      to Rule 13d-1(c) shall be filed within the time specified in Rules 13d-
      1(c), 13d-2(b) and 13d-2(d). Statements filed pursuant to Rule 13d-1(d) 
      shall be filed not later than February 14 following the calendar year 
      covered by the statement pursuant to Rules 13d-1(d) and 13d-2(b). 
      B. Information contained in a form which is required to be filed by 
      rules under section 13(f) (15 U.S.C. 78m(f)) for the same calendar year 
      as that covered by a statement on this schedule may be incorporated by 
      reference in response to any of the items of this schedule. If such 
      information is incorporated by reference in this schedule, copies of 
      the relevant pages of such form shall be filed as an exhibit to this 
      schedule.
      C.The item numbers and captions of the items shall be included but the 
      text of the items is to be omitted. The answers to the items shall be 
      so prepared as to indicate clearly the coverage of the items without 
      referring to the text of the items. Answer every item. If an item is 
      inapplicable or the answer is in the negative, so state.


      Item 1.

      (a)Name of Issuer
Abraxas Petroleum Corporation
      (b)Address of Issuer's Principal Executive Offices
500 N. Loop 1604 East, Suite 100, San Antonio, TX 78232

      Item 2.

      (a)Name of Person Filing
Venture Securities Corporation
      (b)Address of Principal Business Office or, if none, Residence
516 North Bethlehem Pike, P.O. Box 950-C, Spring House, PA  19477
      (c)Citizenship
Spring House, PA
      (d)Title of Class of Securities
Common Stock
      (e)CUSIP Number
003830-10-6

      Item 3.If this statement is filed pursuant to   240.13d-1(b) or 
      240.13d-2(b) or (c), check whether the person filing is a:

      (a)[   ]Broker or dealer registered under section 15 of the Act (15 
      U.S.C. 78o).

      (b)[   ]Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

      (c)[   ]Insurance company as defined in section 3(a)(19) of the Act (15 
      U.S.C. 78c).

      (d)[   ]Investment company registered under section 8 of the Investment 
      Company Act of 1940 (15 U.S.C 80a-8).

      (e)[ X ]An investment adviser in accordance with  240.13d-
      1(b)(1)(ii)(E);

      (f)[   ]An employee benefit plan or endowment fund in accordance with 
       240.13d-1(b)(1)(ii)(F);

      (g)[   ]A parent holding company or control person in accordance with   
      240.13d-1(b)(1)(ii)(G);

      (h)[   ]A savings associations as defined in Section 3(b) of the 
      Federal Deposit Insurance Act (12 U.S.C. 1813);

      (i)[   ]A church plan that is excluded from the definition of an 
      investment company under section 3(c)(14) of the Investment Company Act 
      of 1940 (15 U.S.C. 80a-3);

      (j)[   ]Group, in accordance with  240.13d-1(b)(1)(ii)(J).


      Item 4.Ownership.
      Provide the following information regarding the aggregate number and 
      percentage of the class of securities of the issuer identified in Item 
      1. 

      (a)Amount beneficially owned: _2,403,770_______________________.

      (b)Percent of class: _6.6____________________________.

      (c)Number of shares as to which the person has:


      (i)Sole power to vote or to direct the vote _1,244,204_________.


      (ii)Shared power to vote or to direct the vote _0_________________. 


      (iii)Sole power to dispose or to direct the disposition of 
      _2,403,770________________.


      (iv)Shared power to dispose or to direct the disposition of 
      _0______________.
      Instruction. For computations regarding securities which represent a 
      right to acquire an underlying security see  240.13d3(d)(1).


      Item 5.Ownership of Five Percent or Less of a Class
      If this statement is being filed to report the fact that as of the date 
      hereof the reporting person has ceased to be the beneficial owner of 
      more than five percent of the class of securities, check the following 
      [   ]. 
      Instruction: Dissolution of a group requires a response to this item.


      Item 6.Ownership of More than Five Percent on Behalf of Another Person.
      If any other person is known to have the right to receive or the power 
      to direct the receipt of dividends from, or the proceeds from the sale 
      of, such securities, a statement to that effect should be included in 
      response to this item and, if such interest relates to more than five 
      percent of the class, such person should be identified. A listing of 
      the shareholders of an investment company registered under the 
      Investment Company Act of 1940 or the beneficiaries of employee benefit 
      plan, pension fund or endowment fund is not required.
Venture Securities Corporation is a registered investment advisor.  We have 
over 1200 clients.  Some of our clients hold Abraxas Petroleum common stock 
in their portfolio.  Venture Securities Corporation also holds Abraxas 
Petroleum in its own portfolio.  No one client, nor Venture Securities 
Corporation for itself, holds over 5% of the stock for Abraxas Petroleum in 
their account.  

      Item 7.Identification and Classification of the Subsidiary Which 
      Acquired the Security Being Reported on By the Parent Holding Company
      If a parent holding company has filed this schedule, pursuant to Rule 
      13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit 
      stating the identity and the Item 3 classification of the relevant 
      subsidiary. If a parent holding company has filed this schedule 
      pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating 
      the identification of the relevant subsidiary.


      Item 8.Identification and Classification of Members of the Group
      If a group has filed this schedule pursuant to  240.13d-1(b)(1)(ii)(J), 
      so indicate under Item 3(j) and attach an exhibit stating the identity 
      and Item 3 classification of each member of the group. If a group has 
      filed this schedule pursuant to  240.13d-1(c) or  240.13d-1(d), attach 
      an exhibit stating the identity of each member of the group.


      Item 9.Notice of Dissolution of Group
      Notice of dissolution of a group may be furnished as an exhibit stating 
      the date of the dissolution and that all further filings with respect 
      to transactions in the security reported on will be filed, if required, 
      by members of the group, in their individual capacity. See Item 5.


      Item 10.Certification

      (a)The following certification shall be included if the statement is 
      filed pursuant to  240.13d-1(b): 
        By signing below I certify that, to the best of my knowledge and 
        belief, the securities referred to above were acquired and are held 
        in the ordinary course of business and 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 in connection with or as a participant in any 
        transaction having that purpose or effect.

      (b)The following certification shall be included if the statement is 
      filed pursuant to  240.13d-1(c): 
        By signing below I certify that, to the best of my 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 in connection with or as a participant in 
        any transaction having that purpose or effect.



SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I 
certify that the information set forth in this statement is true, complete 
and correct. 
      _February 8, 2005______________________________
      Date 
      ________________________________
      Signature 
      _Franklin A. Burke, President_______________________________
      Name/Title 











The original statement shall be signed by each person on whose behalf the 
statement is filed or his authorized representative. If the statement is 
signed on behalf of a person by his authorized representative other than an 
executive officer or general partner of the filing person, evidence of the 
representative's authority to sign on behalf of such person shall be filed 
with the statement, provided, however, that a power of attorney for this 
purpose which is already on file with the Commission may be incorporated by 
reference. The name and any title of each person who signs the statement 
shall be typed or printed beneath his signature. 
NOTE: Schedules filed in paper format shall include a signed original and 
five copies of the schedule, including all exhibits. See  240.13d-7 for other 
parties for whom copies are to be sent. 
      Attention: Intentional misstatements or omissions of fact constitute 
      Federal criminal violations 
      (See 18 U.S.C. 1001)






http://www.sec.gov/divisions/corpfin/forms/13g.htm 
Last update: 06/04/2001