SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549











FORM 10-K/A


Amendment No. 1





[ x ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended    December 31, 2008


or


[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934




For the transition period from________________________to__________________________





Commission file number: 1-31398





NATURAL GAS SERVICES GROUP, INC.


(Exact Name of Registrant as Specified in its Charter)





Colorado

75-2811855(State or other jurisdiction of incorporation or
organization)

(I.R.S.  Employer Identification No.)508 W. Wall St, Suite 550 Midland, Texas

79701(Address of principal executive offices)

(Zip Code)Registrant’s telephone number, including area code:

(432) 262-2700Securities registered pursuant to Section 12(b) of the Act:Title of each class

Name of each exchange on which registeredCommon Stock, $.01 par value

New York Stock Exchange


Securities registered pursuant to section 12(g) of the Act:  None.





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.


Yes o                  No þ





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.


Yes o                  No þ





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit and post such files).


Yes o                 No o





Indicate by check mark whether the registrant:  (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 þ                 No o





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not 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-K or any amendment to this Form 10-K. [   ]





Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.  (Check one):





Large Accelerated Filer  ̈Accelerated Filer þ     Non-Accelerated Filer  ̈     Smaller
Reporting Company  ̈





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).


Yes o                  No þ





The aggregate market value of voting and non-voting common equity held by non-affiliates of the Registrant as of March 2, 2009 was approximately $83,205,571, based on the closing price of the common stock on the same date.  At March 2, 2009, there were 12,093,833 shares of common stock outstanding.





Explanatory Note





This Amendment No. 1 to Form 10-K amends Part II, Item 9A -- Controls and Procedures of our Annual Report on Form 10-K for the year ended December 31, 2008 (the "Annual Report").





The Annual Report was initially filed with the Securities and Exchange Commission ("SEC") on March 9, 2009.  The amendment of the item does not imply that the entirety of this Item has changed. This Amendment No. 1 to Form 10-K/A only revises, amends and restates the specific portion of the Annual Report identified below,
and no other information in the Annual Report is amended hereby. Furthermore, neither this amended Form 10-K, nor any other portion of Annual Report, has been updated to reflect other events occurring after the original date of the Annual Report or to modify or update those disclosures affected by subsequent events.  Pursuant to the rules of the SEC, a consent of our registered independent public accounting firm and currently dated certifications from our Chief Executive Officer and Chief Accounting
Officer are attached to this Amendment No. 1 to Form 10-K/A as Exhibits 23.1, 31.1, 31.2, 32.1 and 32.2 respectively.





Part II





Part II, Item 9A.  Controls and Procedures of our Annual Report is hereby amended to include the following disclosure:





Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we have included a report of management’s assessment of the design and effectiveness of our internal controls as part of this annual report on Form 10-K for the fiscal year ended December 31, 2008.  Hein & Associates LLP, our registered
independent public accounting firm, attested to and issued an attestation report on the effectiveness of internal control over financial reporting.





PART IV





ITEM 15.                      EXHIBITS, FINANCIAL STATEMENT SCHEDULES





The following documents are filed as part of this Annual Report on Form 10-K/A:











Exhibit Number

Description23.1

Consent of Hein & Associates LLP.31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.1

Certification of Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2

Certification of Principal Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.





SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





NATURAL GAS SERVICES GROUP, INC.








NATURAL GAS SERVICES GROUP, INC.By:
/s/ Stephen C. TaylorStephen C. TaylorChief Executive OfficerAugust 26, 2009By:
/s/ Earl R. WaitEarl R. WaitPrincipal Accounting OfficerAugust 26, 2009








EXHIBITS TO FORM 10-K/A





Exhibit Number

Description23.1

Consent of Hein & Associates LLP.31.1

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.1

Certification of Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2

Certification of Principal Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.