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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, 2010 | Commission File Number 001-31891
|------------------------------------------- | --------------------------------

TransGlobe Energy
Corporation(Exact 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 2300, 250  Fifth Street SW, Calgary, Alberta,
Canada T2P 0R4(Address and telephone number of Registrant's
principal executive offices)

John L. Mericle Harris, Mericle & Wakayama 901
Fifth Avenue, Suite 4100 Seattle, Washington 98164

tel.: (206) 621-1818(Name, address (including
zip code) and telephone number (including area code) Of agent for service in
the United States)

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

|Title of each class             | Name of each exchange on which registered
|------------------------------- | -----------------------------------------
|                                | The NASDAQ Stock Market LLC              
|Common Shares Without Par Value | (Global Select Market)                   

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

None(Title of Class)

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

None(Title of Class)

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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 fiscal year ended December 31, 2010 was 67,575,321.

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 file number assigned
to the Registrant in connection with such Rule.Yes[    
]      82-____ 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
[    ]

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the Registrant was required to submit and post such
files).
Yes [    ]    No [    ]

The Registrant has determined that it is not required to
comply with the Interactive Data File requirement as described under General
Instruction B, paragraph 15 of SEC Form 40-F. The Registrant is not a large
accelerated filer as described under subparagraphs (a)(1) and (a)(2) of General
Instruction B, paragraph 15, and is not a filer as described under subparagraph
(a)(3) of General Instruction B, paragraph 15.

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 fiscal
year ended December 31, 2010, see Exhibit 99.1 of this Annual Report on Form
40-F, which is incorporated by reference herein.

B. Audited Annual Financial Statements and accompanying
Managements Discussion and Analysis

For the Registrants Consolidated Audited Annual Financial
Statements and accompanying Managements Discussion and Analysis for fiscal year
ended December 31, 2010, including the report of Independent Registered
Chartered Accountants with respect thereto, see Exhibits 99.2, 99.3 and 99.4 of
this Annual Report on Form 40-F, which are incorporated by reference herein. The
Registrants Consolidated Audited Annual 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 20 of the Notes to Consolidated Audited Annual Financial
Statements of the Registrants Consolidated Audited Annual Financial Statements,
reconciling the material differences between Canadian and US GAAP.

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DISCLOSURE CONTROLS AND PROCEDURES

After evaluating the effectiveness of the Registrants
disclosure controls and procedures as required by paragraph (b) of Exchange Act
Rule 13a-15 or Rule 15d-15, the Chief Executive Officer and Chief Financial
Officer of the Registrant have concluded that, as of the end of the Registrants
fiscal year covered by this Form 40-F Annual Report, the Registrants disclosure
controls and procedures were effective to ensure that material information
required to be disclosed by the Registrant in the reports that it files or
submits under the Exchange Act is recorded, processed, summarized and reported
within the time periods specified in the Commissions rules and forms, and
accumulated and communicated to the Registrants management, including its
principal executive and principal financial officers, or persons performing
similar functions, as appropriate to allow timely decisions regarding required
disclosure.

MANAGEMENTS ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL
REPORTING

Management is responsible for establishing and maintaining
adequate internal control over financial reporting as defined in Exchange Act
Rule 13a-15(f). The Registrants system of internal control over financial
reporting is designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles in Canada
and in the United States.

Management recognizes that effective internal control over
financial reporting may nonetheless not prevent or detect all possible
misstatements or frauds. Also, projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with policies
or procedures may deteriorate.

Management has evaluated the effectiveness of the Registrant's
internal control over financial reporting as of December 31, 2010 based on the
framework in Internal Control  Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO). Based on this
evaluation, management concluded that, as of December 31, 2010, the Registrant
maintained effective internal control over financial reporting.

Deloitte & Touche LLP, the independent registered chartered
accountants that audited the Registrant's consolidated financial statements
included in this Annual Report on Form 40-F, has issued an attestation report on
managements assessment of the Registrants internal control over financial
reporting.

ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING
FIRM

A copy of Deloitte & Touche LLPs attestation report on
internal control over financial reporting is provided herein as Exhibit 99.4 of
this Annual Report on Form 40-F.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

During the period covered by this Annual Report on Form 40-F,
there was no change that occurred in the Registrants internal control over
financial reporting identified in connection with the evaluation required by
paragraph (d) of Exchange Act Rule 13a-15 or Rule 15d-15 that materially
affected, or is reasonably likely to materially affect, the Registrants
internal control over financial reporting.

NOTICES PURSUANT TO REGULATION BTR

Not applicable.

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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.
Fred J. Dyment has been determined by the Registrants Board of Directors to
meet the audit committee financial expert criteria prescribed by the
Securities and Exchange Commission (SEC) and is an independent director, as
that term is defined under the listing standards applicable to the Registrant
contained in Rule 5605(a)(2) of the National Association of Securities Dealers
Automated Quotation System (NASDAQ) Marketplace Rules. Mr. Dyment is a Chartered
Accountant with over 30 years' experience in the oil and gas industry and was
previously President and Chief Executive Officer of Maxx Petroleum Company
(2000-2001). Before that, he was Controller, Vice President Finance and then
President and Chief Executive Officer of Ranger Oil Limited from 1978-2000. 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.

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

The Registrant has adopted a Code of Conduct and Conflict of
Interest Guidelines for Directors and Officers. Shareholders may obtain a copy
upon request, addressed to the Corporate Secretary, TransGlobe Energy
Corporation, Suite 2300, 250 -5thStreet, S.W. Calgary, Alberta, T2P
0R4, Canada. The Registrant has also posted its Code of Conduct and Conflict of
Interest Guidelines for Directors and Officers on its Internet Web site at
www.trans-globe.com. All amendments to the Code of Conduct and Conflict of
Interest Guidelines for Directors and Officers and all waivers of the Code of
Conduct and Conflict of Interest Guidelines for Directors and Officers with
respect to any of the persons covered by them will be filed with the SEC and
posted on EDGAR at www.sec.gov.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The aggregate fees for professional services billed to Deloitte
& Touche LLP for fiscal years ended December 31, 2010 and December 31, 2009
were as follows (all fees are in Canadian dollars):

|                   | Fiscal Year Ended December 31, 2010 | Fiscal Year Ended December 31, 2009
|------------------ | ----------------------------------- | -----------------------------------
|Audit Fees         | $362,706                            | $415,555                           
|Audit Related Fees | $186,650                            | $279,306                           
|Tax Fees           | $16,402                             | $38,734                            
|All Other Fees     | $NIL                                | $35,429                            
|TOTAL              | $565,758                            | $769,024                           

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

Audit FeesAudit fees were for professional
services rendered by Deloitte & Touche LLP for the audit of the Registrants
annual financial statements.

Audit Related FeesAudit related fees were for
professional services rendered by Deloitte & Touche LLP for assurance and
related services that are reasonably related to the audit of the Registrants
annual financial statements (not included in audit fees), as well as for the
review of the Registrants interim quarterly financial statements and services
provided in connection with statutory and regulatory filings or engagements.

During the fiscal year ended December 31, 2010, Audit Related
Fees also included fees for professional services rendered by Deloitte &
Touche LLP in connection with work performed in relation to the Companys
International Financial Reporting Standards (IFRS) accounting policies and the
opening January 1, 2010 consolidated balance sheet prepared under IFRS.

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Tax FeesTax fees were for tax compliance,
including the review of tax returns, tax advice 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 FeesDuring the fiscal year ended
December 31, 2010, no other fees were incurred other than those described above.
During the fiscal year ended December 31, 2009, other fees were for an annual
subscription service to Petroview, a software program for oil and gas
reconnaissance.

PRE-APPROVAL OF POLICIES AND PROCEDURES

It is within the mandate of the Registrants Audit Committee to
approve all audit and non-audit related fees. The Audit Committee is 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 Audit Committee for approval prior to
undertaking the annual audit of the financial statements.

OFF-BALANCE SHEET ARRANGEMENTS

None.

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2010

|                                                 |  | Payment Due by Period1,2 | 
|------------------------------------------------ |  | ------------------------ | 
|                                                 |  |                          | 
|($000s)                                          |  | Total                    | 
|Long-term debt                                   |  |                          | 
|Revolving Credit Agreement                       |  | 90,000                   | 
|                                                 |  |                          | 
|Office and equipment leases                      |  | 11,255                   | 
|                                                 |  |                          | 
|Minimum work
      commitments3                  |  | 5,433                    | 
|                                                 |  |                          | 
|Total
      (expressed in United States Dollars) |  | 106,688                  | 

|1 | Payments exclude ongoing operating costs related to
      certain leases, interest on long-term debt and payments made to settle
      derivative contracts.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|2 | Payments denominated in foreign currencies have been
      translated at the December 31, 2010 exchange rate.                                               
|3 | Minimum work commitments include contracts awarded for
      capital projects and those commitments related to exploration and drilling
      obligations.  

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 40-F and the principal documents
incorporated by reference herein may include certain statements deemed to be
forward-looking statements within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995. These statements relate to future events or the
Registrant's future performance. All statements other than statements of
historical fact may be forward-looking statements. Forward-looking statements
are often, but not always, identified by the use of words such as "seek",
"anticipate", "plan", "continue", "estimate", "expect", "may", "will",
"project", "predict", "potential", "targeting", "intend", "could", "might",
"should", "believe" and similar expressions. These statements involve known and
unknown risks, uncertainties and other factors that may cause actual results or
events to differ materially from those anticipated in such forward-looking
statements. Actual operational and financial results may differ materially from
the Registrant's expectations contained in the forward-looking statements as a
result of various risk factors, many of which are beyond the control of the
Registrant. These risk factors include, but are not limited to:

- unforeseen changes in the rate of production from the Registrant's oil and
  gas fields;

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- changes or disruptions in the political or fiscal regimes in the
  Registrant's areas of activity;
- changes in the price of crude oil and natural gas;
- adverse technical factors associated with exploration, development,
  production or transportation of the Registrant's crude oil and natural gas
  reserves;
- changes in Egypt or Yemen 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;
- the cost of inflation;
- the performance characteristics of the Registrant's oil and natural gas
  properties;
- oil and natural gas production levels;
- the quantity of oil and natural gas reserves;
- capital expenditure programs;
- supply and demand for oil and natural gas and commodity prices;
- drilling plans;
- expectations regarding the Registrant's ability to raise capital and to
  continually add to reserves though acquisitions, exploration and development;
- treatment under governmental regulatory regimes and tax laws;
- realization of the anticipated benefits of acquisitions and dispositions;
- general economic conditions in Canada, the United States and globally;
- general economic stability of the Registrants financial lenders and
  creditors;
- payment of crude oil marketing contracts and associated financial hedging
  instruments;
- industry conditions, including fluctuations in the price of oil and
  natural gas;
- governmental regulation of the oil and gas industry, including
  environmental regulation;
- fluctuation in foreign exchange or interest rates;
- risks inherent in oil and natural gas operations;
- geological, technical, drilling and processing problems;
- unanticipated operating events which can reduce production or cause
  production to be shut-in or delayed;
- failure to obtain industry partner and other third-party consents and
  approvals, when required;
- stock market volatility and market valuations;
- competition for, among other things, capital, acquisitions of reserves,
  undeveloped land and skilled personnel;
- incorrect assessments of the value of acquisitions;
- the need to obtain required approvals from regulatory authorities; and
- the other factors considered under "Risk Factors" in the Registrants
  Annual Information Form for fiscal year ended December 31, 2010, incorporated
  herein as Exhibit 99.1 to this Annual Report on Form 40-F.

Statements relating to "reserves" or "resources" are deemed to
be forward-looking statements, as they involve the implied assessment, based on
certain estimates and assumptions, that some or all of the resources and
reserves described can be profitably produced in the future. Readers are
cautioned that the foregoing list of factors is not exhaustive. The
forward-looking statements contained in this Annual Report on Form 40-F and the
documents incorporated by reference herein are expressly qualified by this
cautionary statement.

The Registrant believes that the expectations reflected in the
forward-looking statements contained in this Annual Report on Form 40-F and the
principal documents incorporated by reference herein are reasonable, but no
assurance can be given that these expectations will prove to be correct, and
investors should not attribute undue certainty to, or place undue reliance on,
such forward-looking statements. Such statements speak only as of the date of
this Annual Report on Form 40-F. If circumstances or managements beliefs,
expectations or opinions should change, the Registrant does not intend, and does
not assume any obligation, to update these forward-looking statements, except as
required by applicable securities law. Please consult the Registrant's public
filings at www.sedar.com and on EDGAR at www.sec.gov for further, more detailed
information concerning these matters.

IDENTIFICATION OF THE AUDIT COMMITTEE

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

Chair:
    Fred J. DymentMembers:
    Gary S. GuidryRobert A. HalpinGeoffrey Chase


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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.

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 on Form 40-F to
be signed on its behalf by the undersigned, thereto duly authorized.

|Registrant: | TRANSGLOBE ENERGY CORPORATION            
|----------- | -----------------------------------------
|            |                                          
|By:         | /s/ Ross G. Clarkson                     
|            | Ross G. Clarkson, Chief Executive Officer
|            |                                          
|Date:       | March 18, 2011                           

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EXHIBITS

|23.1 | Consent of
        Independent Registered Chartered Accountants, Deloitte & Touche LLP.                                                                                                                     
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                             
|23.2 | Consent of
        Independent Engineers: DeGolyer and MacNaughton Canada Limited.                                                                                                                          
|     |                                                                                                                                                                                                             
|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.            
|     |                                                                                                                                                                                                             
|99.1 | TransGlobe
        Energy Corporation Annual Information Form for the year ended December
        31, 2010.                                                                                                 
|     |                                                                                                                                                                                                             
|99.2 | Consolidated
        Audited Financial Statements for the year ended December 31, 2010.                                                                                                                     
|     |                                                                                                                                                                                                             
|99.3 | Managements
        Discussion and Analysis for the year ended December 31, 2010.                                                                                                                          
|     |                                                                                                                                                                                                             
|99.4 | Reports of
        Independent Registered Chartered Accountants, Deloitte & Touche LLP.                                                                                                                     

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