**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D. C. 20549**

 

**FORM 10-K/A**

**(AMENDMENT NO. 1)**

 

**ý****   Annual Report Pursuant to Section 13 or15(d)**

**of theSecurities Exchange Act of 1934**

 

**o****   Transition Report Pursuant to Section 13or 15(d)**

**of theSecurities Exchange Act of 1934**

 

**FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004**

**COMMISSIONFILE NUMBER**

**0-32667**

 

**CAP ROCK ENERGY CORPORATION**

 
| **Texas**                                                                | ** ** | **75-2794300**                        |
|--------------------------------------------------------------------------|------------|---------------------------------------|
| (State  of Incorporation)                                                |       | (I.R.S.  Employer Identification No.) |
|                                                                     |       |                                  |
| **500 West Wall Street, Suite 400**                                 | ** ** | ** **                            |
| **Midland, Texas**                                                       | ** ** | **79701**                             |
| (Address  of principal executive office)                                 |       | (Zip  Code)                           |
|                                                                     |       |                                  |
| Registrant’s  telephone number, including area code**432-683-5422** |

 

Securities registeredpursuant to Section 12(b) of the Act:

 
| **Title of Each Class**                     | ** ** | **Name of each exchange on  which registered** |
|---------------------------------------------|------------|------------------------------------------------|
|                                        |       |                                           |
| **COMMON  STOCK, PAR VALUE $.01 PER SHARE** | ** ** | **AMERICAN STOCK EXCHANGE**                    |

 

Securities registeredpursuant to Section 12(g) of the Act:          **NONE**

 

Indicate by check markwhether the registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements forthe past 90 days.

 

| Yes       ý |   | No     o |
|-------------------------------------------|--------|-----------------------------------|

 

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 of Regulation S-K is notcontained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated by referencein Part III of this Form 10-K/A or any amendment to this Form 10-K/A.  ý

 

Indicate by check markwhether the registrant is an accelerated filer (as defined in Rule 12b-2of the Act).

 

| Yes       o |   | No     ý |
|--------------------------------------|--------|----------------------------------------|

 

**THEAGGREGATE MARKET VALUE OF THE COMMON STOCK HELD BY NON-AFFILIATES OF THEREGISTRANT AS OF JUNE 30, 2004, WAS APPROXIMATELY $33,882,696 BASED ON THECLOSING PRICE OF $27.10 FOR THE COMMON STOCK ON THE AMERICAN STOCK EXCHANGE ASREPORTED BY THE WALL STREET JOURNAL.**

 

**THE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING ON MARCH 21,2005, WAS 1,625,798.**

**DOCUMENTS INCORPORATED BY REFERENCE**

 

**Portions ofthe Registrant’s definitive Proxy Statement for the 2005 annual meeting of itsshareholders, which will be filed with the Commission not later than April 29,2005, are incorporated by reference into Part III of this report.**

 

 

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**EXPLANATORY NOTE**

 

This Amendment No. 1 tothe Company’s Annual Report on Form 10-K for the fiscal year ended December 31,2004, (the “Original Report”) originally filed with the Securities and ExchangeCommission on March 29, 2005, is being filed solely to correct certaintypographical errors on the signature page, and clarify disclosures in Item 9Aof Part II.

 

Except for the correctionsdescribed above, the Company has not modified or updated disclosures presentedin the Original Report.  Accordingly,this Form 10-K/A does not reflect events occurring after the filingof the Original Report or modify or update those disclosures affected bysubsequent events.  Information notaffected by this amendment is unchanged and reflects the disclosure made at thetime the Original Report was filed.  ThisForm 10-K/A should be read in conjunction with the Original Reportand the filings made with the Securities and Exchange Commission subsequent tothe filing of the Original Report, including any amendments to any suchfilings.

 

**ITEM 9(a).****          CONTROLS AND PROCEDURES**

 

As of the end of the periodcovered by this report, an evaluation was performed under the supervision andwith the participation of the Company’s management, including the ChiefExecutive Officer and the Chief Financial Officer, of the effectiveness of thedesign and operation of the Company’s disclosure controls and procedurespursuant to Exchange Act Rule 13a-15.  Based on that evaluation, the Chief ExecutiveOfficer and the Chief Financial Officer concluded that the design and operationof these disclosure controls and procedures were effective as of the end of theperiod covered.  There have been nochanges in the Company’s internal controls over financial reporting identifiedin connection with the evaluation referred to above that materially affected,or are reasonably likely to materially affect, the Company’s internal controlsover financial report.

 

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Thesignature page of the Original Report is modified as follows:

 

**SIGNATURES**

 

In accordance with therequirements of the Securities Act of 1934, as amended, the Registrantcertifies that it has reasonable grounds to believe that it meets all of therequirements for filing Form 10K and authorizes this Form 10K to besigned on its behalf by the undersigned, thereunto duly authorized, in the Cityof Midland, Texas, on March 25, 2005.

 

 
| ** ** | **CAP ROCK  ENERGY CORPORATION** |
|------------|----------------------------------|
|       |                             |
|       | By:                              |   |
|       | /s/  DAVID W. PRUITT             |   |
|       | David  W. Pruitt                 |   |
| * *   | *Co-Chairman of the Board and*   | * * |
| * *   | *Chief Executive Officer*        | * * |

 

Pursuant to the requirementsof the Securities Exchange Act of 1934 this report has been signed below by thefollowing persons on behalf of the registrant and in the capacities and on thedates indicated.

 

| **Signature**             | ** ** | **Title**                                       | ** ** | **Date**             |
|---------------------------|------------|-------------------------------------------------|------------|----------------------|
|                      |       |                                            |       |                 |
| /s/  DAVID W. PRUITT      |       | Director,  Co-Chairman of the Board,            |       | March 25,  2005 |
| David  W. Pruitt          |       | Chief  Executive Officer                        |       |                 |
|                      |       | (Principal  Executive Officer)                  |       |                 |
|                      |       |                                            |       |                 |
| /s/  LEE D. ATKINS        |       | Senior  Vice President, Chief Financial Officer |       | March 25,  2005 |
| Lee  D. Atkins            |       | and  Treasurer                                  |       |                 |
|                      |       | (Principal  Financial and Accounting Officer)   |       |                 |
|                      |       |                                            |       |                 |
| /s/WILLIAM  L. WEST       |       | Director,  President                            |       | March 25,  2005 |
| William  L. West          |       |                                            |       |                 |
|                      |       |                                            |       |                 |
| /s/  RUSSELL E. JONES     |       | Director,  Co-Chairman of the Board             |       | March 25,  2005 |
| Russell  E. Jones         |       |                                            |       |                 |
|                      |       |                                            |       |                 |
| /s/  S. D. BUCHANAN       |       | Director                                        |       | March 25,  2005 |
| S.  D. Buchanan           |       |                                            |       |                 |
|                      |       |                                            |       |                 |
| /s/  FLOYD L. RITCHEY     |       | Director                                        |       | March 25,  2005 |
| Floyd  L. Ritchey         |       |                                            |       |                 |
|                      |       |                                            |       |                 |
| /s/  MICHAEL D. SCHAFFNER |       | Director                                        |       | March 25,  2005 |
| Michael  D. Schaffner     |       |                                            |       |                 |

 

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*******

 

**SIGNATURES**

 

Pursuant to the requirementsof the Securities Exchange Act of 1934, the Registrant has duly caused thisreport to be signed on its behalf by the undersigned thereunto duly authorized.

 

 
| ** **         | **CAP ROCK ENERGY CORPORATION**               |
|--------------------|-----------------------------------------------|
|               |                                          |
|               |                                          |
|               | /s/  CELIA B. PAGE                            |
|               | Celia  B. Page                                |
|               | Vice  President, Chief Accounting Officer,    |
|               | Assistant  Secretary/Treasurer and Controller |
| July 27, 2005 | (Principal  Financial and Accounting Officer) |

 

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**Exhibit Index**

 
| **Exhibit 31.1** | ** ** | **Certification  Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to  Section 302 of the Sarbanes-Oxley Act of 2002 of David W. Pruitt** |
|-----------------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------|
| **Exhibit 31.2** | ** ** | **Certification  Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to  Section 302 of the Sarbanes-Oxley Act of 2002 of Celia B. Page**   |

 

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