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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 40-F/AAmendment No. 1

[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 
  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 | []
      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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EXPLANATORY NOTE

This Amendment No. 1 to the Annual Report of TransGlobe Energy
Corporation (the Company) on Form 40-F for the year ended December 31, 2005 is
filed herewith for the sole purpose of providing certain revised information
contained in the Companys Amended Annual Information form (Amended AIF). The
Amended AIF was prepared at the request of the Alberta Securities Commission to
revise certain information related to the presentation format of the statement
of reserves and associated schedules contained in the Companys AIF. The
additional/amended disclosures can be found on pages 3, 23, 28, 35, 36 and
Schedules A & B, of the Amended AIF.

This 40-F/A consists of a cover page, this explanatory note,
the above-described Amended AIF, the signature page, Consent of Independent
Engineers and certifications made by the Chief Executive Officer and Chief
Financial Officer of the Registrant pursuant to Section 302 and Section 906 of
the Sarbanes-Oxley Act of 2002.

Other than as expressly set forth above, this Form 40-F/A does
not and does not purport to, update, or restate the information in any Item of
the Form 40-F or reflect any events that have occurred after the Form 40-F was
filed.

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/A; the
securities in relation to which the obligation to file an annual report on Form
40-F/A 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/A 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:       | August 9, 2006                                  | 

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EXHIBITS

|1.    | TransGlobe Energy Corporation
        Amended Annual Information Form for the year ended December 31, 2005.                                                                                                 
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                             
|5.    | 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.                    

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