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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                   FORM 10-K/A
                                 AMENDMENT NO. 2

            |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

                  For the Fiscal Year Ended December 31, 2004

                                       OR

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

                         Commission file number: 0-26321

                               Gasco Energy, Inc.
             (Exact name of registrant as specified in its charter)


          Nevada                                           98-0204105
(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                       Identification No.)

      14 Inverness Drive East, Building H, Suite 236, Englewood, CO 80112
               (Address of principal executive offices)          (Zip Code)

      (Registrant's telephone number, including area code): (303) 483-0044

          Securities Registered Pursuant to Section 12 (b) of the Act:

  Title of each class                       Name of exchange on which registered
------------------------                  --------------------------------------
Common Stock, par value $.0001 per share           American Stock Exchange

        Securities Registered Pursuant to Section 12 (g) of the Act: None

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 |X| No

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 an  accelerated  filer (as
defined in Exchange Act Rule 12b-2). Yes |X| No

As of June 30, 2004,  approximately 45,344,954 shares of Common Stock, par value
$0.0001  per share  were  outstanding,  and the  aggregate  market  value of the
outstanding  shares of Common  Stock of the Company held by  non-affiliates  was
approximately $88,422,660. As of March 15, 2005, approximately 70,517,209 shares
of Common Stock, par value $0.0001 per share were outstanding.
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                                EXPLANATORY NOTE

         The Company is filing this Amendment No. 2 to its Annual Report on Form
10-K (the  "Amendment")  to file restated  officer  certifications  that include
language that was inadvertently  omitted from the certificates  previously filed
as exhibits to the  Company's  Amendment No. 1 to its Annual Report on Form 10-K
filed on April 29, 2005. No other  information is being amended by the Amendment
and the Company has not updated  disclosures  in this  Amendment  to reflect any
event subsequent to the Company's filing of the original report.


                                     PART IV

Item 15. Exhibits and Financial Statement Schedules

    (a) (1) and (2) Financial Statements and Financial Statement Schedules

             None

    (a) (3) Exhibits

            *31.1    Rule 13a-14(a)/15d-14(a) Certifications

            * Filed herewith






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                                   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 on May 17, 2005.

                            Gasco Energy, Inc.


                            By:  /s/ W. King Grant
                            -------------------------------------------------
                            W. King Grant
                            Executive Vice President and Chief Financial Officer




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