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1.
    
    I have reviewed this Annual Report on Form 10-K 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 registrant as of, and for, the
periods presented in this report;4.
    
    The registrants other certifying officer(s) 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 registrant 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 registrant,
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)
    
    Designed such internal control
over financial reporting, or caused such internal control
over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of
financial statements for external purposes in accordance
with generally accepted accounting principles;(c)
    
    Evaluated the effectiveness of the
registrant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 registrants internal control over financial
reporting that occurred during the registrants most
recent fiscal quarter (the registrants fourth fiscal
quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially
affect, the registrants internal control over financial
reporting; and




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5.
    
    The registrants other certifying officer(s) and I
have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrants auditors and
the audit committee of the registrant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 registrant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 registrants internal
control over financial reporting.
  /s/ Earl R. WaitEarl R. Wait, Vice President-Accounting (Principal Financial Officer)