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                    U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
 
                                FORM 10-KSB/A-1
(Mark One)
     [X]  ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
          OF 1934 (FEE REQUIRED)
                  For the fiscal year ended September 30, 1997
     [ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SE CURITIES
          EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
              For the transition period from ________ to ________
                         Commission file number 0-11378
                         TRANSGLOBE ENERGY CORPORATION
                 (Name of Small Business Issuer in Its Charter)
 
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<S>                                             <C>
              BRITISH COLUMBIA                                       N/A
(State or other Jurisdiction of Incorporation
               or Organization)                     (I.R.S. Employer Identification No.)
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               1450, 505 - 3 STREET S.W., CALGARY, AB    T2P 3E6
        (Address of Principal Executive Office)            (Postal Code)
                                  403-264-9888
                (Issuer's Telephone Number, Including Area Code)
         Securities registered under Section 12(b) of the Exchange Act
 
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<S>                                             <C>
             TITLE OF EACH CLASS                            NAME OF EACH EXCHANGE
                     N/A                                     ON WHICH REGISTERED
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         Securities registered under Section 12(g) of the Exchange Act:
                      ------------------------------------
                         COMMON SHARES -- NO PAR VALUE
                                (Title of Class)
     Check whether the issue: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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  [
]  No  [X].
     Check if no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is contained in this form, and no disclosure will be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10 KSB  [ ].
     Issuer's revenues for its most recent fiscal year were $1,502,395.
     The aggregate market value of the voting stock held by non-affiliates
computed by reference to the average bid and asked prices of the stock, as of
December 9, 1997 was 17,622,902 Shares X 1 1/32 = $18,173,618.
     ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS
     Check whether the issuer has filed all documents and reports required to be
filed by section 1, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. Yes  [ ]  No  [ ]
                    APPLICABLE ONLY TO CORPORATE REGISTRANTS
     As of December 9 1997 18,181,377 common shares were outstanding.
                      DOCUMENTS INCORPORATED BY REFERENCE
     If the following documents are incorporated by reference, briefly describe
the part of the Form 10-KSB (e.g., part I, Part II, etc.) into which the
document is incorporated: (1) any annual report to security holders; (2) any
proxy or information statement; and (3) any prospectus filed pursuant to Rule
424(b) or (c) of the Securities Act of 1933 ("Securities Act"). The listed
documents should be clearly described for identification purposes (e.g., annual
report to security holders for fiscal year ended December 24, 1990).  NONE
     Transitional Small Business Disclosure Format (check one):  Yes  [ ]  
No  [X]
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                                AUDITORS' REPORT
 
TO THE SHAREHOLDERS OF
TRANSGLOBE ENERGY CORPORATION
 
     We have audited the consolidated balance sheets of TransGlobe Energy
Corporation as at September 30, 1997 and 1996 and the consolidated statements of
operations and cash flows for each of the years in the two year period then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
 
     We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform an audit to obtain
reasonable assurance whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
 
     In our opinion, these financial statements present fairly, in all material
respects, the financial position of the Company as at September 30, 1997 and
1996 and the results of its operations and the changes in its financial position
for each of the years in the two year period then ended in accordance with
generally accepted accounting principles in Canada. As required by the Company
Act (British Columbia), we report that, in our opinion, these principles have
been applied on a consistent basis.
 
/s/ KPMG
Chartered Accountants
 
Calgary, Canada
November 21, 1997
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                                    PART III
 
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
 
a)  Exhibits
 
     Exhibits marked with an asterisk have been previously filed with the
Securities and Exchange Commission by the Company, and are incorporated by
reference, as indicated. Other exhibits, if not so designated, are filed with
this Form 10-KSB/A-1.
 
     Exhibit 3* -- Certificate of Incorporation as amended and by-laws.
 
     Exhibit 10.1 -- Employment agreement of Ross G. Clarkson dated December 4,
                     1996.
 
     Exhibit 10.2 -- Employment agreement of Erwin L. Noyes dated November 8,
                     1996.
 
     Exhibit 10.3 -- Stock Option Plan dated April 16, 1997, as amended October
                     17, 1997.
 
     Exhibit 21* -- List of subsidiaries of the Registrant.
 
                                      III-1