Exhibit 31.2

                 Certification of Chief Financial Officer Under
                  Section 302 of the Sarbanes-Oxley Act of 2002

I, Earl R. Wait,  Chief Financial  Officer of Natural Gas Services Group,  Inc.,
certify that:

         1. I have reviewed this Amendment No. 2 on Form 10-KSB/A of Natural Gas
Services Group, Inc;

         2. Based on my  knowledge,  this  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not misleading with respect to the period covered by this report;

         3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition,  results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;

         4. The small  business  issuer's  other  certifying  officers and I are
responsible for establishing and maintaining  disclosure controls and procedures
(as  defined  in  Exchange  Act Rules  13a-15(e)  and  15d-15(e))  for the small
business issuer and have:

                  (a)  Designed  such  disclosure  controls and  procedures,  or
caused  such  disclosure  controls  and  procedures  to be  designed  under  our
supervision,  to ensure that material information relating to the small business
issuer, including its consolidated  subsidiaries,  is made known to us by others
within those  entities,  particularly  during the period in which this report is
being prepared;

                  (b) Omitted;

                  (c) Evaluated the effectiveness of the small business issuer's
disclosure  controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and

                  (d) Disclosed in this report any change in the small  business
issuer's  internal  control over financial  reporting  that occurred  during the
small business  issuer's most recent fiscal quarter (the small business issuer's
fourth  fiscal  quarter  in the case of an annual  report)  that has  materially
affected,  or is reasonably  likely to  materially  affect,  the small  business
issuer's internal control over financial reporting; and

         5. The small business  issuer's other certifying  officer(s) and I have
disclosed,  based  on our  most  recent  evaluation  of  internal  control  over
financial  reporting,  to the small  business  issuer's  auditors  and the audit
committee  of the  small  business  issuer's  board  of  directors  (or  persons
performing the equivalent functions):

                  (a) All significant  deficiencies  and material  weaknesses in
the design or operation of internal  control over financial  reporting which are
reasonably  likely to adversely  affect the small business  issuer's  ability to
record, process, summarize and report financial information; and

                  (b)  Any  fraud,  whether  or  not  material,   that  involves
management or other employees who have a significant  role in the small business
issuer's internal control over financial reporting.


Date:  July 6, 2005

                                                          /s/ Earl R. Wait
                                                         -----------------------
                                                         Earl R. Wait
                                                         Chief Financial Officer