EXHIBIT 10.2
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                     FIRST AMENDMENT TO DEFINITIVE AGREEMENT


                   This   Amendment   ("First   Amendment")  of  the  Definitive
Agreement  ("Definitive  Agreement") dated the 3rd day of January, 2006, is made
this  22nd  day of  March,  2006 by and  among  TRANS  ENERGY,  INC.,  a  Nevada
corporation,  with its  principal  place of business at 210 Second  Street,  St.
Marys,  West  Virginia  26170  ("Seller");  PRIMA OIL COMPANY,  INC., a Delaware
corporation,  with their principal  place of business at 210 Second Street,  St.
Marys,  West Virginia  26170 (the "Credit  Facilitator");  CLARENCE E. SMITH and
REBECCA  L.  SMITH,   of  P.  O.  Box  432,  St.  Marys,   West  Virginia  26170
("Purchasers");   ARVILLA  OILFIELD  SERVICES,  LLC,  a  West  Virginia  limited
liability company ("AOS");  and ARVILLA PIPELINE  CONSTRUCTION CO., INC., a West
Virginia corporation whose stock is wholly owned by Purchasers ("APC").

                              W I T N E S S E T H:

                  WHEREAS,  the  parties  hereto  entered  into  the  Definitive
Agreement  intending to close the transactions  described  therein no later than
January 31, 2006;

                  WHEREAS,  the  closing of the  transactions  described  in the
Definitive Agreement was made expressly subject to certain conditions precedent,
including  without  limitation,  the  consent  described  in Section  4.5 of the
Definitive  Agreement  of  Huntington  National  Bank to such closing (the "Bank
Consent"),  and the receipt of a fairness opinion as described in Section 4.7 of
the Definitive  Agreement to the effect that said  transactions  are fair to the
Seller and its stockholders (the "Fairness Opinion");

                  WHEREAS,  due to factors  beyond the control of the parties it
has become apparent that it is not possible to obtain the Fairness Opinion under
the terms set forth in the Definitive Agreement; and

                  WHEREAS,  the parties have agreed upon certain  amendments  to
the terms and  provisions  of the  Definitive  Agreement  designed  to obtain an
unqualified Fairness Opinion.

                  NOW,  THEREFORE,  in  consideration of the premises and of the
mutual covenants and agreements  contained herein,  together with other good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, the parties hereto agree as follows:

                             Article 1. Amendments

                   1.1     Section 1.4.1 or the Definitive  Agreement is amended
                           to read as follows:

                           "Seller,   together   with  any  of  its   subsidiary
                           corporations   or  affiliated   entities   ("Seller's
                           Affiliated  Entities"),  shall  execute a  promissory
                           note ("AOS  Promissory  Note") in favor of AOS in the
                           principal amount of One Hundred Seventy-six  Thousand
                           Two  Hundred  Thirty-nine  Dollars  and 58/100  Cents
                           ($176,239.58),  bearing interest from January 1, 2006
                           at an annual  stated rate of  interest  equal to Wall
                           Street  Journal  plus  one  percent  (1%),   adjusted

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                           monthly  on the  twenty-eighth  (28th)  day  of  each
                           calendar  month;  said AOS  Promissory  Note shall be
                           payable in full,  without  notice and  demand,  on or
                           before April 30, 2006."

                   1.2     Section 1.4.2 of the Definitive  Agreement is amended
                           to read as follows:

                           "Seller,   together   with  any  of  its   subsidiary
                           corporations   or  affiliated   entities   ("Seller's
                           Affiliated  Entities"),  shall  execute a  promissory
                           note ("APC  Promissory  Note") in favor of APC in the
                           principal  amount  of One  Hundred  Fifteen  Thousand
                           Dollars and No Cents ($115,000.00),  bearing interest
                           from  January  1,  2006 at an annual  stated  rate of
                           interest  equal  to  Wall  Street  Journal  plus  one
                           percent (1%),  adjusted monthly on the  twenty-eighth
                           (28th)  day  of  each   calendar   month;   said  APC
                           Promissory  Note shall be  payable  in full,  without
                           notice and demand, on or before April 30, 2006."

                   1.3     A  new  section  1.6  is  added  to  the   Definitive
                           Agreement to read as follows:

                           "1.6 Release of Lien on Lyons Lease.  Upon payment in
                           full of the  obligations  described in Sections 1.4.1
                           and 1.4.2,  and upon release of  Purchasers  from any
                           and all  liability  and the  obligation  pursuant  to
                           outstanding   debt   secured   by  the  Five   Wells,
                           Purchasers   shall   provide   Seller  and   Seller's
                           Affiliated  Entities  with a complete  release of the
                           Lyons Leasehold Deed of Trust."

                   1.4     A  new  section  1.7  is  added  to  the   Definitive
                           Agreement to read as follows:

                           "1.7 Value of  Reacquired  Shares.  For all  purposes
                           under the Definitive Agreement, as amended, including
                           without limitation,  the Fairness Opinion,  the value
                           of the Reacquired Shares is Eighty-five cents ($0.85)
                           per share."

                   1.5     A  new  section  1.8  is  added  to  the   Definitive
                           Agreement to read as follows:

                           "1.8  Limit  on  Rate  of  Sale  of  the  Balance  of
                           Purchasers'  Shares.  During each calendar quarter on
                           or after March 22, 2006, Purchasers shall not sell an
                           amount of the  Purchasers'  Shares which is more than
                           the greater of: (i) 50,000 shares, adjusted for stock
                           splits or stock dividends; or (ii) one percent (1.0%)
                           of the  shares of Seller  outstanding  on the date of
                           any such sale; provided, however, as between Clarence
                           E. Smith and  Rebecca  L.  Smith,  Clarence  E. Smith
                           shall  not sell  any of  Purchasers'  Shares  without
                           first  giving  Rebecca L. Smith three (3) days actual
                           notice in writing."

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<PAGE>


                   1.6     Section 1.3.2 of the Definitive  Agreement is amended
                           to read as follows:

                           "1.3.2  Trans Energy  shall  immediately  upon Escrow
                           Closing   assume  primary   responsibility   for  all
                           outstanding  debt secured by the Five Wells and shall
                           diligently  pursue  obtaining  release of  Purchasers
                           from all such debt."

                   1.7     Sections 1.4.5 and 1.4.6 are deleted.

                           Article 2. Other Matters

                   2.1     Definitions.  All  capitalized  terms  shall have the
 meanings set forth in the Definitive Agreement,  unless otherwise  specifically
 provided in this First Amendment.

                   2.2     Effectiveness  of  Definitive  Agreement.  Except  as
 otherwise  specifically  amended  by  this  First  Amendment,   the  Definitive
 Agreement shall remain in full force and effect.

                   IN WITNESS  WHEREOF, the  parties  have  executed  this First
Amendment:

                                         PURCHASERS:

                                         /s/ Clarence E. Smith
                                         ---------------------------------------
                                         (Clarence E. Smith)

                                         /s/ Rebecca L. Smith
                                         ---------------------------------------
                                         (Rebecca L. Smith)


                                         SELLER:

                                         Trans Energy, Inc.


Attest: /s/ William F. Woodburn         By:  /s/ James K. Abcouwer
        ----------------------------         -----------------------------------
         Its:     Secretary                  Its:     President


                                                 CREDIT FACILITATOR:

                                        Prima Oil Company, Inc.


Attest: /s/ William F. Woodburn         By:  /s/ Loren Bagley
        ----------------------------         -----------------------------------
         Its:     Secretary                  Its:     President



                                      -3-
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                                        APC:

                                        Arvilla Pipeline Construction Co., Inc.


Attest: /s/ Margaret Wilson             By:  /s/ Clarence Smith
        ----------------------------         -----------------------------------
         Its:     Secretary                  Its:     President

                                        AOS:

                                        By:  Arvilla, Inc.,
                                             its sole corporate member



Attest: /s/ Rebecca Smith               By:  /s/ Clarence Smith
        ----------------------------         -----------------------------------
         Its:     Secretary                  Its:     President


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