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**UNITED STATESSECURITIES AND EXCHANGE COMMISSION** Washington, 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, 2004 | Commission File Number
|------------------------------------------- | ----------------------
|                                            | 0-11378               

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 2500
  605 – Fifth Avenue S.W.Calgary, Alberta 
  Canada 
  T2P 3H5
  (Address and telephone number of Registrant's principal executive offices)John L. Mericle 
  Harris, Mericle & Wakayama 
  999 Third Avenue, Suite 3210 
  Seattle, 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, 2004 was 57,175,939.

______________________________

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, 2004, 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 15 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, 2004 - see Exhibit 3 of this Annual Report
  on Form 40-F

DISCLOSURE CONTROLS AND PROCEDURES

As of December 31, 2004, 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 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 Registrant’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 as part of the Company’s Annual Report on Form 40-F for
  fiscal year December 31, 2003 and 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. 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 Securities and Exchange Commission 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. 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, 2004 and December 31, 2003 totaled $133,007 and $67,535, respectively,
  as detailed in the following table. All funds are in Canadian dollars:

|                              | Year Ended December 31, 2004 | Year Ended
        December 31, 2003
|----------------------------- | ---------------------------- | ------------------------------------
|Audit and Interim Review Fees | $122,725                     | $58,035                             
|Audit Related Fees            | $0                           | $0                                  
|Tax Fees                      | $10,282                      | $9,500                              
|All Other Fees                | $0                           | $0                                  
|TOTAL                         | $133,007                     | $67,535                             

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 2004 and 2003, 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; 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 2004 and 2003 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 Securities and Exchange Commission 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 29, 2005                            | 

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EXHIBITS

|1.    | TransGlobe Energy Corporation Annual Information
      Form for the year ended December 31, 2004.                                                                                                           
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                             
|2.    | Consolidated Audited Financial
        Statements for the year ended December 31, 2004.                                                                                                                     
|      |                                                                                                                                                                                                             
|3.    | Management’s Discussion
        and Analysis for the year ended December 31, 2004.                                                                                                                          
|      |                                                                                                                                                                                                             
|4.    | Consent of Independent Registered
        Chartered Accountants, Deloitte & Touche LLP.                                                                                                                     
|      |                                                                                                                                                                                                             
|5.    | Consent of Independent Engineers:
        DeGolyer and MacNaughton Canada Limited.                                                                                                                          
|      |                                                                                                                                                                                                             
|6.    | Form F-X/A-1 Appointment
        of Agent for Service of Process and Undertaking.                                                                                                                           
|      |                                                                                                                                                                                                             
|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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