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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 40-F

[Check one]

[]
  Registration statement pursuant to Section 12 of the Securities Exchange
  Act of 1934

or

[ x ] Annual report pursuant to Section 13(a) or 15(d) of the
  Securities Exchange Act of 1934

|For the fiscal year ended December 31,
      2005 | Commission File Number: 001-31891
|------------------------------------------------- | ---------------------------------

TRANSGLOBE ENERGY
CORPORATIONExact name of Registrant as specified in
its charter)

____________________________________________________________________(Translation
of Registrant's name into English (if applicable))

Alberta, Canada(Province or other
jurisdiction of incorporation or organization)

1311(Primary Standard Industrial
Classification Code Number (if applicable))

_____________(I.R.S. Employer Identification Number
(if applicable))

Suite 2500 605  Fifth Avenue S.W.Calgary, Alberta
CanadaT2P 3H5(Address and telephone number of
Registrant's principal executive offices)

John L. Mericle Harris, Mericle & Wakayama 999
Third Avenue, Suite 3210Seattle, Washington 98104(Name, address (including zip code) and telephone number (including
area code) of agent for service in the United States)

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Securities registered or to be registered pursuant to Section
12(b) of the Act.

None(Title of Class)

Securities registered or to be registered pursuant to Section
12(g) of the Act.

Common Shares Without Par Value (Title of
Class)

Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act.

None (Title of Class)

For annual reports, indicate by check mark the information filed
  with this Form:

|[ x ] Annual information form | [ x ] Audited annual financial statements
|----------------------------- | -----------------------------------------

Indicate the number of outstanding shares of each of the issuer's
  classes of capital or common stock as of the close of the period covered by
  the annual report.

The number of shares outstanding of the issuer's common shares
  as of December 31, 2005 was 58,472,439.

______________________________

Indicate by check mark whether the Registrant by filing the information
  contained in this Form is also thereby furnishing the information to the Commission
  pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the "Exchange
  Act"). If "Yes" is marked, indicate the filing number assigned to the Registrant
  in connection with such Rule.

|Yes [] | No [ x ]
|------ | --------

Indicate by check mark whether the Registrant (1) has filed all
  reports required to be filed by Section 13 or 15(d) of the Exchange Act during
  the preceding 12 months (or for such shorter period that the Registrant was
  required to file such reports) and (2) has been subject to such filing requirements
  for the past 90 days.

|Yes [ x ] | No []
|--------- | -----

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PRINCIPAL DOCUMENTS

The following documents have been filed as part of this Annual
Report on Form 40-F:

A. Annual Information Form

For the Registrants Annual Information Form for the year ended
December 31, 2005, see Exhibit 1 of this Annual Report on Form 40-F.

B. Audited Annual Financial Statements

The Registrants consolidated audited annual financial
statements, including the report of Independent Registered Chartered Accountants
with respect thereto, are incorporated by reference and included herein  see
Exhibit 2 of this Annual Report on Form 40-F. The Registrants financial
statements have been prepared in accordance with Canadian generally accepted
accounting principles (Canadian GAAP) and reconciled to United States
generally accepted accounting principles (US GAAP) - see Note 14 of the Notes
to Consolidated Financial Statements of the Registrants consolidated audited
financial statements, reconciling the material differences between Canadian and
US GAAP.

C. Managements Discussion and Analysis

For Managements Discussion and Analysis of the Registrant for
the fiscal year ended December 31, 2005 - see Exhibit 3 of this Annual Report on
Form 40-F.

DISCLOSURE CONTROLS AND PROCEDURES

As of December 31, 2005, an evaluation was carried out under
the supervision, and with the participation, of the Registrants management,
including the Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the Registrants disclosure controls and procedures (as defined
in Rule 13a-15(e) under the Exchange Act). Based on that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that as of the end of
the fiscal year, the design and operation of these disclosure controls and
procedures were effective to ensure that information required to be disclosed by
the Registrant in reports it files or submits under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commissions (SEC) rules and forms.

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CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

During the period covered by this Annual Report on Form 40-F no
changes occurred in the Companys internal control over financial reporting that
have materially affected, or are reasonably likely to materially affect, the
Registrants internal control over financial reporting.

NOTICES PURSUANT TO REGULATION BTR

None.

CODE OF ETHICS FOR CHIEF EXECUTIVE OFFICER, CHIEF
FINANCIAL OFFICER, AND OFFICERS AND DIRECTORS

TransGlobe has adopted Codes of Ethics for its Chief Executive
Officer, Chief Financial Officer, directors and officers. The Company has
previously filed its Codes with the SEC as part of the Companys Annual Report
on Form 40-F for fiscal year December 31, 2003. Shareholders may obtain a copy
upon request, addressed to The Secretary, TransGlobe Energy Corporation, Suite
2500, 605  5th Avenue, S.W., Calgary, Alberta, T2P 3H5, Canada. The
Company has also posted its Codes on its internet website at http://www.trans-globe.com/s/CodeofConduct.asp. All
amendments to the codes, and all waivers of the codes with respect to any of the
persons covered by them, will be filed with the SEC and posted on the SECs
Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system at
www.sec.gov.

CORPORATE GOVERNANCE GUIDELINES

The Registrant has adopted corporate governance guidelines and
established committees and charters regarding such matters as, but not limited
to: audit committee; director qualification standards and responsibilities;
director compensation; and management succession. The Companys Audit Committee
Charter is included herein as Schedule C to the Companys Annual Information
Form. The guidelines will be made available to any shareholder who requests
them.

AUDIT COMMITTEE FINANCIAL EXPERT

The Registrants board of directors has determined that it has
at least one audit committee financial expert serving on its audit committee.
Mr. Fred J. Dyment has been determined by the Board of TransGlobe to meet the
audit committee financial expert criteria prescribed by the Securities and
Exchange Commission and is independent, as that term is defined by the AMEXs
listing standards applicable to the Registrant. Mr. Dyment received a Chartered
Accountant designation from the Province of Ontario in 1972 and is a member of
the Alberta Institute of Chartered Accountants. He has over 30 years of
financial, business, executive, international management experience at several
mid-size public corporations where he served as President, CEO, CFO and
director. Currently, Mr. Dyment sits as a director on several other public
companies. The SEC has indicated that the designation of Mr. Dyment as an audit
committee financial expert does not make him an expert for any purpose, impose
any duties, obligations or liability on him that are greater than those imposed
on members of the audit committee and board of directors who do not carry this
designation, or affect the duties, obligations or liability of any other member
of the audit committee.

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PRINCIPAL ACCOUNTANT FEES AND SERVICES

The aggregate fees for professional services rendered by
Deloitte & Touche LLP for TransGlobe and its subsidiaries for the years
ending December 31, 2005 and December 31, 2004 totaled $109,519 and $133,007,
respectively, as detailed in the following table. All funds are in Canadian
dollars:

Year Ended 
        December 31, 2005
      Year Ended 
        December 31, 2004Audit and Interim Review Fees
      $103,897
      $122,725Audit Related Fees
      $0
      $0Tax Fees
      $5,622
      $10,282All Other Fees
      $0
      $0TOTAL
      $109,519
      $133,007


The nature of the services provided by Deloitte & Touche
LLP under each of the categories indicated in the table is described below.

Audit and Interim Review Fees

Audit fees were for professional services rendered by Deloitte
& Touche LLP for the audit of the Registrants annual financial statements
and services provided in connection with statutory and regulatory filings or
engagements. In 2004, audit fees were incurred in connection with a bought deal
financing.

Interim review fees were for professional services rendered by
Deloitte & Touche LLP for the review of the Registrants interim quarterly
financial statements and services provided in connection with statutory and
regulatory filings or engagements.

Audit Related Fees

In 2005 and 2004, no fees for services were incurred other than
those described above under Audit Fees.

Tax Fees

Tax fees were for tax compliance, tax advice and tax planning
professional services. These services consisted of: tax compliance, including
the review of tax returns; and tax planning and advisory services relating to
common forms of domestic and international taxation (i.e. income tax, capital
tax, goods and services tax and payroll tax).

All Other Fees

In 2005 and 2004 no fees for services were incurred other than
those described above under Audit Fees, and Tax Fees.

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PRE-APPROVAL POLICIES AND PROCEDURES

It is within the mandate of TransGlobes Audit Committee to
approve all audit and non-audit related fees. The Audit Committee will be
informed routinely as to the non-audit services actually provided by the auditor
pursuant to this pre-approval process. The auditors also present the estimate
for the annual audit related services to the Committee for approval prior to
undertaking the annual audit of the financial statements.

OFF-BALANCE SHEET ARRANGEMENTS

None.

DISCLOSURE OF CONTRACTUAL OBLIGATIONS

A table setting forth the Registrants contractual commitments
is set forth in Exhibit 3 on page 33 of the Registrants Management Discussion
and Analysis incorporated by reference and included herein.

IDENTIFICATION OF THE AUDIT COMMITTEE

The Registrant has a separately designated standing Audit
Committee. The members of the Audit Committee are:

| | Chair:   | Fred Dyment   
| | -------- | --------------
| | Members: | Robert Halpin 
| |          | Geoffrey Chase

FORWARD-LOOKING INFORMATION

This Report contains forward looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995(United
States). These forward looking statements are not guarantees of TransGlobes
future operational or financial performance and are subject to risks and
uncertainties. Certain statements in this Report constitute forward looking
statements. When used in this Annual Report, the words estimate, intend,
expect, anticipate and similar expressions are intended to identify
forward-looking statements. Readers are cautioned not to place undue reliance on
these statements, which speak only as of the date of this Annual Report. These
statements are subject to risks and uncertainties that could cause results to
differ materially from those contemplated in such forward-looking
statements.

Actual operational and financial results may differ materially
from TransGlobes expectations contained in the forward looking statements as a
result of various factors, many of which are beyond the control of the Company.
These factors include, but are not limited to, unforeseen changes in the rate of
production from TransGlobes oil and gas fields, changes in the price of crude
oil and natural gas, adverse technical factors associated with exploration,
development, product or transportation of TransGlobes crude oil and natural gas
reserves, changes or disruptions in the political or fiscal regimes in
TransGlobes areas of activity, changes in Canadian, Yemen; or American tax,
energy or other laws or regulations, changes in significant capital
expenditures, delays in production starting up due to an industry shortage of
skilled manpower, equipment or materials, and the cost of inflation.

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UNDERTAKING

The Registrant undertakes to make available, in person or by
telephone, representatives to respond to inquiries made by the Commission staff,
and to furnish promptly, when requested to do so by the Commission staff,
information relating to: the securities registered pursuant to Form 40-F; the
securities in relation to which the obligation to file an annual report on Form
40-F arises; or transactions in said securities.

CONSENT TO SERVICE OF PROCESS

The Registrant has filed as an exhibit hereto a Form F-X/A-1 in
connection with its Shares. An Amendment No. 1 to the Form F-X previously filed
with the Companys Form 40-F annual report for fiscal year December 31, 2003 is
being filed herewith to reflect the Companys new address and continuance under
the laws of Alberta, Canada. Any subsequent change to the name or address of the
agent for service of process of the Registrant will be communicated promptly to
the SEC by an amendment to the Form F-X referencing the file number of the
relevant registration statement.

ADDITIONAL INFORMATION

Additional information relating to TransGlobe may be found on
the System for Electronic Document Analysis and Retrieval (SEDAR) at www. sedar. com and on the SECs Electronic Data
Gathering, Analysis, and Retrieval (EDGAR) system at www.sec.gov.

SIGNATURES

Pursuant to the requirements of the Exchange Act, the
Registrant certifies that it meets all of the requirements for filing on Form
40-F and has duly caused this annual report to be signed on its behalf by the
undersigned, thereto duly authorized.

|Registrant: | TRANSGLOBE ENERGY CORPORATION            
|----------- | -----------------------------------------
|            |                                          
|By :        | /s/ Ross Clarkson                        
|            | Ross G. Clarkson, Chief Executive Officer
|            |                                          
|Date:       | March 28, 2006                           

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EXHIBITS

|1.    | TransGlobe Energy Corporation
        Annual Information Form for the year ended December 31, 2005.                                                                                                 
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                     
|2.    | Consolidated Audited Financial
        Statements for the year ended December 31, 2005.                                                                                                             
|      |                                                                                                                                                                                                     
|3.    | Managements Discussion
        and Analysis for the year ended December 31, 2005.                                                                                                                  
|      |                                                                                                                                                                                                     
|4.    | Consent of Independent Registered
        Chartered Accountants, Deloitte & Touche LLP.                                                                                                             
|      |                                                                                                                                                                                                     
|5.    | Consent of Independent Engineers:
        DeGolyer and MacNaughton Canada Limited.                                                                                                                  
|      |                                                                                                                                                                                                     
|6.    | Code of Conduct and Conflict
        of Interest Guidelines for Directors and Officers.                                                                                                             
|      |                                                                                                                                                                                                     
|7.    | Code of Conduct for the Corporation.                                                                                                                                                                
|      |                                                                                                                                                                                                     
|8.    | Employment Agreement  Edward
        Bell  dated January 1, 2006                                                                                                                                  
|      |                                                                                                                                                                                                     
|31.1. | Certification by the Chief Executive
        Officer of the Registrant pursuant to Rule 13a-14(a) of the Exchange Act,
        as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|      |                                                                                                                                                                                                     
|31.2. | Certification by the Chief Financial
        Officer of the Registrant pursuant to Rule 13a-14(a) of the Exchange Act,
        as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|      |                                                                                                                                                                                                     
|32.1. | Certification by the Chief Executive
        Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted
        pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.            
|      |                                                                                                                                                                                                     
|32.2. | Certification by the Chief Financial
        Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted
        pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.            

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