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**UNITED STATES
  SECURITIES AND EXCHANGE COMMISSION**
  Washington, D.C. 20549

FORM 40-F/A

Amendment No. 1

 ̈ 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, 2003 | 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))

Not applicable 
  (I.R.S. Employer Identification Number (if applicable))

Suite 2900
  330  Fifth Avenue S.W. Calgary, Alberta
  CanadaT2P 0L4 (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)

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

None 
  (Title of Class)

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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, 2003 was 53,743,438.

_____________________________

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
  Corp. (the Company) on Form 40-F for the year ended December 31,
  2003 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 currency and exchange rates,
  2002 production history, and disclosure related to the Companys officers
  and directors. The additional disclosures can be found on pages 31, 33, 35 and
  41 of the Amended AIF.

This 40-F/A consists of a cover page, this explanatory note,
  the above-described Amended AIF, the signature page and certifications.

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/s David Ferguson___________________     
|            | David C. Ferguson, Chief Financial Officer
|            |                                           
|Date:       | November 19, 2004                         

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EXHIBITS

|1    | TransGlobe Energy Corporation Amended
      Annual Information Form for the year ended December 31, 2003.                                                                                      
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                
|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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