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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, 2008 | 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 2500, 605  Fifth Avenue SW, 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 98104tel.: (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, 2008 was 59,499,839.

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 [   ]

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, 2008, see Exhibit 99.1 of this Annual Report on Form
40-F.

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, 2008, 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. 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 21 of the Notes to Consolidated Financial
Statements of the Registrants Consolidated Audited Financial Statements,
reconciling the material differences between Canadian and US GAAP.

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.

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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, 2008 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, 2008, 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 as
at December 31, 2008, has expressed its opinion on the effectiveness of the
Registrants internal control over financial reporting as of fiscal year ended
December 31, 2008. A copy of Deloitte & Touche LLPs attestation report on
internal control over financial reporting is included herein as Exhibit 99.4 of
this Annual Report on Form 40-F.

ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM

For the attestation report of the independent registered
chartered accountants for the fiscal year ended December 31, 2008, see 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.

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 4200(a)(15) 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.

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

The Registrant has adopted Codes of Conduct and Conflict of
Interest for its executive officers and directors. The Registrant has previously
filed its Codes of Conduct and Conflict of Interest with the SEC as Exhibit 99.6
of its Annual Report on Form 40-F for fiscal year ended December 31, 2005.
Shareholders may obtain a copy upon request, addressed to the Assistant
Corporate Secretary, TransGlobe Energy Corporation, Suite 2500, 605
-5th Avenue, S.W. Calgary, Alberta, T2P 3H5, Canada. The Registrant
has also posted its Codes of Ethics for its executive officers and directors on
its Internet Web site at www.trans-globe.com. All amendments to the Codes of
Ethics and all waivers of the Codes of Ethics with respect to any of the persons
covered by them will be filed with the SEC and posted on the SECs Interactive
Data Electronic Applications (IDEA) system at www.idea.sec.gov.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The aggregate fees for professional services paid to Deloitte
& Touche LLP for fiscal years ended December 31, 2008 and December 31, 2007
were as follows (all fees are in Canadian dollars):

Fiscal Year Ended December 31, 2008
    Fiscal Year Ended December 31, 2007Audit and Interim Review Fees
    $566,447
    $327,062Audit Related Fees
    $NIL
    $NILTax
      Fees
    $35,433
    $12,869All
      Other Fees
    $33,964
    $204,197TOTAL
    $635,844
    $544,128


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.

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 2008 and 2007, no fees for services were incurred other than
those described above under Audit and Interim Review 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 2008, other fees were for an annual subscription service to
Petroview, a software program for oil and gas reconnaissance. In 2007, other
fees were for due diligence work performed in respect to the corporate
acquisitions and an annual subscription service to Petroview.

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 Committee for approval prior to undertaking
the annual audit of the financial statements.

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OFF-BALANCE SHEET ARRANGEMENTS

None.

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008

Payment Due by Period1,2Less Than
    
    
    1-3
    
    
    4-5
    
    
    More than($000s)
    
    Total
    
    
    1
      Year
    
    
    Years
    
    
    Years
    
    
    5
      YearsLong-term debtRevolving Credit Agreement
    
    58,000
    
    
    -
    
    
    58,000
    
    
    -
    
    
    -Office and equipment leases
    
    792
    
    
    340
    
    
    452
    
    
    -
    
    
    -Minimum work commitments3
    
    9,800
    
    
    1,400
    
    
    1,800
    
    
    6,600
    
    
    -Total (expressed in United States Dollars)
    
    68,592
    
    
    1,740
    
    
    60,252
    
    
    6,600
    
    
    -


1Payments exclude ongoing operating costs related to
certain leases, interest on long-term debt and payments made to settle
derivative contracts. 2Payments denominated in foreign currencies
have been translated at the December 31, 2008 exchange rate.
3Minimum 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 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;
- 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 or disruptions in the political or fiscal regimes in the
  Registrant's areas of activity;
- 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;

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- adverse technical factors associated with exploration, development,
  production or transportation of crude oil and natural gas reserves;
- changes or disruptions in the political or fiscal regimes in the
  Registrant's areas of activity;
- 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, 2008, 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
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 idea.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:
    Robert A. HalpinGeoffrey Chase


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.

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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 Clarkson                   | 
|            | Ross G. Clarkson, Chief Executive Officer | 
|            |                                           | 
|Date:       | March 13, 2009                            | 

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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, 2008.                                                                                                         
|     |                                                                                                                                                                                                             
|99.2 | Consolidated Audited Financial
        Statements for the year ended December 31, 2008.                                                                                                                     
|     |                                                                                                                                                                                                             
|99.3 | Managements Discussion
        and Analysis for the year ended December 31, 2008.                                                                                                                          
|     |                                                                                                                                                                                                             
|99.4 | Report of Independent Registered
        Chartered Accountants, Deloitte & Touche LLP.                                                                                                                      

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