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                UNITED STATES 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, 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 Common
Stock, par value $0.0001 per share were outstanding.

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                                EXPLANATORY NOTE

         In reliance upon the Order of the  Securities  and Exchange  Commission
issued under  Section 36 of the  Securities  Exchange  Act of 1934  (Release No.
50754,  November 30, 2004), Gasco Energy, Inc. (the "Company") omitted from Item
9A of its Annual Report on Form 10-K for the fiscal year ended December 31, 2004
(the  "Original  Report") both the annual  report of its  management on internal
control over financial reporting,  as required by Item 308(a) of Regulation S-K,
as well as the related  attestation  report of a  registered  public  accounting
firm, as required by Item 308(b) of  Regulation  S-K. The Company is filing this
Amendment No. 1 to Annual Report on Form 10-K (the  "Amendment")  to provide the
information  that  was  omitted  from  Item  9A  of  the  Original  Report.  The
information  contained  herein restates in its entirety the information  provide
under Item 9A in the Original Report.  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.

ITEM 9A - CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

         Our  management  has  evaluated  the  effectiveness  of our  disclosure
controls and  procedures as of December 31, 2004.  Our  disclosure  controls and
procedures  are  designed  to provide us with a  reasonable  assurance  that the
information  required to be disclosed in reports filed with the SEC is recorded,
processed,  summarized  and reported  within the time  periods  specified in the
SEC's rules and forms. The disclosure  controls and procedures are also designed
to  provide  reasonable  assurance  that such  information  is  accumulated  and
communicated  to our  management  as  appropriate  to allow such persons to make
timely decisions regarding required disclosures.

         Our  management  does not  expect  that  our  disclosure  controls  and
procedures will prevent all errors and all fraud. The design of a control system
must reflect the fact that there are resource  constraints,  and the benefits of
controls  must be  considered  relative to their  costs.  Based on the  inherent
limitations  in all control  systems,  no  evaluation  of  controls  can provide
absolute  assurance  that all control  issues and  instances  of fraud,  if any,
within the Company have been detected.  These inherent  limitations  include the
realities that judgments in  decision-making  can be faulty and that  breakdowns
can occur  because of simple errors or mistakes.  Additionally,  controls can be
circumvented by the individual acts of some persons, by collusion of two or more
people, or by management  override of the controls.  The design of any system of
controls also is based in part upon certain  assumptions about the likelihood of
future events.  Therefore,  a control  system,  no matter how well conceived and
operated,  can  provide  only  reasonable,  not  absolute,  assurance  that  the
objectives of the control system are met. Our disclosure controls and procedures
are  designed to provide such  reasonable  assurances  of achieving  our desired
control objectives, and our CEO and CFO have concluded, as of December 31, 2004,
that our  disclosure  controls and  procedures  are effective in achieving  that
level of reasonable assurance.


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Internal control over financial reporting

         Our internal controls over financial  reporting are designed to provide
reasonable  assurance  regarding the reliability of financial  reporting and the
preparation of our financial  statements in accordance with GAAP. These internal
controls over financial  reporting  were designed  under the  supervision of our
management  and  include  policies  and  procedures  that:  (i)  pertain  to the
maintenance of records that in reasonable  detail  accurately and fairly reflect
the  transactions  and  dispositions  of our  assets,  (ii)  provide  reasonable
assurance that  transactions are recorded as necessary to permit  preparation of
financial  statements  in  accordance  with  GAAP,  and  that our  receipts  and
expenditures  are  being  made only in  accordance  with  authorizations  of our
management  and  directors  and (iii)  provide  reasonable  assurance  regarding
prevention or timely detection of unauthorized  acquisition,  use or disposition
of our assets that could have a material effect on our financial statements.

         In  accordance  with  Item 308 of SEC  Regulation  S-K,  management  is
required  to provide  an annual  report  regarding  internal  controls  over our
financial reporting.  This report, which includes management's assessment of the
effectiveness of our internal controls over financial reporting, is found below.

     Management of the Company  conducted an evaluation of the  effectiveness of
its internal  control  over  financial  reporting as of December 31, 2004.  This
evaluation  was  based  on the  framework  in  "Internal  Control  -  Integrated
Framework"  issued by the Committee of Sponsoring  Organizations of the Treadway
Commission  (COSO).  All internal control systems,  no matter how well designed,
have  inherent  limitations.  Therefore,  even those  systems  determined  to be
effective can provide only  reasonable  assurance  regarding the  reliability of
financial  reporting and the  preparation  of financial  statements for external
purposes  in  accordance  with  GAAP.  During the  course of our  evaluation  we
identified the following material weaknesses:

     1.   Insufficient  segregation  of duties with respect to the review of the
          bank  reconciliation of an account used for general and administrative
          expenses and the review of certain other general  corporate  accounts,
          such as prepaid  and other  assets.  The  individual  responsible  for
          generating  checks from our accounting system was also responsible for
          reconciling this bank account.

     2.   Insufficient  documentation with respect to the review of non-standard
          journal  entries.  The Chief  Financial  Officer  reviewed each of the
          transactions  that were  recorded  in  non-standard  journal  entries,
          however,  the  documentation  of the  review  by our  Chief  Financial
          Officer of the non-standard  journal entries  themselves did not exist
          in all cases.

     3.   Insufficient documentation of our quarterly closing procedures. During
          2004 we did not  maintain  a written  checklist  of  procedures  to be
          carried  out each  quarter  to close our  accounting  records  for the
          reporting  period.  We conducted  procedures  appropriate  to properly
          close our books,  however; the documentation of the physical inventory
          count at December 31, 2004 and the  documentation of the review of the
          calculations   of  the  asset   retirement   obligation   and   equity
          compensation does not exist.

     4.   Insufficient  documentation  of the controls with respect to the input
          and  output of  transactions  recorded  by our  outsourced  accounting
          function  with  respect  to the  revenue  and joint  interest  billing
          processes.  We outsourced  our  accounting  function  during the third
          quarter  of 2004.  Due to the  timing  of this  change  of  accounting
          procedures  there were an insufficient  number of transactions  during
          available for testing.

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     Based on the material weaknesses described above, management of the Company
concluded  that the Company did not  maintain  effective  internal  control over
financial  reporting as of December 31, 2004,  based on criteria  established in
Internal Control- Integrated Framework issued by the COSO.

     These material weaknesses were identified in the fourth quarter of 2004 and
the  first  quarter  of 2005  during  the  audit of our  management's  report on
internal  control over financial  reporting both by our Chief Financial  Officer
and our outside auditors.  We believe that these weaknesses have been present in
our financial  controls for an extended period of time. The material  weaknesses
identified by management  with respect to its internal  controls over  financial
reporting  existed  because of either an  insufficient  segregation of duties or
insufficient documentation of controls. However, the certifying officers believe
that these weaknesses were mitigated by other informal procedures carried out by
management with respect to the oversight of financial reporting.  These informal
procedures  include the review by management  of certain  reports and the active
participation  by  management  in the  preparation  and review of our  financial
statements.  Additionally,  the relatively  small volume of transactions and low
pace  of  activity  during  2004  afforded  management  the  opportunity  to  be
intimately  familiar with the Company's  activities and operations,  even to the
transaction  level,  that would not have been possible in a larger  company.  As
such, the certifying  officers concluded that the identified  weaknesses did not
prevent the  information  required to be disclosed by the Company in its filings
with the  Commission  from being  recorded,  processed,  summarized and reported
within the required  time  periods.  Therefore,  despite the  identification  of
weaknesses,  the  certifying  officers  were able to conclude that the Company's
disclosure controls and procedures were effective.

     New or additional  control procedures were implemented by management during
the first  quarter of 2005 with the  intent to  eliminate  each of the  material
weaknesses  described  above.  These  include  assigning the  responsibility  of
checking  account  reconciliation  to an employee not responsible for generating
checks, documenting the Chief Financial Officer's review of non-standard journal
entries  and  utilizing  a written  checklist  of  procedures  for  closing  our
accounting  records for each reporting period.

Changes in internal  control over financial  reporting during the fourth quarter
of 2004.  There have been no changes in our  internal  controls  over  financial
reporting  (as defined in Rule  13a-15(f)  under the  Exchange  Act) or in other
factors that occurred  during the fiscal quarter ended  December 31, 2004,  that
have  materially  affected or are  reasonably  likely to  materially  affect our
internal controls over financial reporting.

        Management's Report on Internal Control Over Financial Reporting

     Management of the Company is responsible for  establishing  and maintaining
adequate internal control over financial reporting as defined in Rules 13a-15(f)
and  15d-15(f)  under the Exchange  Act.  The  Company's  internal  control over
financial  reporting is designed,  under the  supervision of the Company's chief
executive  and  chief  financial  officers,   to  provide  reasonable  assurance


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regarding  the  reliability  of  financial  reporting  and  the  preparation  of
financial  statements  for  external  purposes  in  accordance  with  accounting
principles  generally  accepted  in the  United  States of America  (GAAP).  The
Company's internal control over financial  reporting includes those policies and
procedures  that: (i) pertain to the  maintenance of records that, in reasonable
detail,  accurately and fairly reflect the  transactions and dispositions of the
assets of the Company;  (ii) provide reasonable  assurance that transactions are
recorded  as  necessary  to  permit  preparation  of  financial   statements  in
accordance  with GAAP,  and that  receipts and  expenditures  of the Company are
being made only in accordance with authorizations of management and directors of
the Company;  and (iii) provide  reasonable  assurance  regarding  prevention or
timely  detection  of  unauthorized  acquisition,  use  or  disposition  of  the
Company's assets that could have a material effect on the financial statements.

     Management of the Company  conducted an evaluation of the  effectiveness of
its internal  control  over  financial  reporting as of December 31, 2004.  This
evaluation  was  based  on the  framework  in  "Internal  Control  -  Integrated
Framework"  issued by the Committee of Sponsoring  Organizations of the Treadway
Commission  (COSO).  All internal control systems,  no matter how well designed,
have  inherent  limitations.  Therefore,  even those  systems  determined  to be
effective can provide only  reasonable  assurance  regarding the  reliability of
financial  reporting and the  preparation  of financial  statements for external
purposes  in  accordance  with  GAAP.  During the  course of our  evaluation  we
identified the following material weaknesses:

     1.   Insufficient  segregation  of duties with respect to the review of the
          bank  reconciliation of an account used for general and administrative
          expenses and the review of certain other general  corporate  accounts,
          such as prepaid  and other  assets.  The  individual  responsible  for
          generating  checks from our accounting system was also responsible for
          reconciling this bank account.

     2.   Insufficient  documentation with respect to the review of non-standard
          journal  entries.  The Chief  Financial  Officer  reviewed each of the
          transactions  that were  recorded  in  non-standard  journal  entries,
          however,  the  documentation  of the  review  by our  Chief  Financial
          Officer of the non-standard  journal entries  themselves did not exist
          in all cases.

     3.   Insufficient documentation of our quarterly closing procedures. During
          2004 we did not  maintain  a written  checklist  of  procedures  to be
          carried  out each  quarter  to close our  accounting  records  for the
          reporting  period.  We conducted  procedures  appropriate  to properly
          close our books,  however; the documentation of the physical inventory
          count at December 31, 2004 and the  documentation of the review of the
          calculations   of  the  asset   retirement   obligation   and   equity
          compensation does not exist.

     4.   Insufficient  documentation  of the controls with respect to the input
          and  output of  transactions  recorded  by our  outsourced  accounting
          function  with  respect  to the  revenue  and joint  interest  billing
          processes.  We outsourced  our  accounting  function  during the third
          quarter  of 2004.  Due to the  timing  of this  change  of  accounting
          procedures  there were an insufficient  number of transactions  during
          2004 available for testing.

     Based on the material weaknesses described above, management of the Company
concluded  that the Company did not  maintain  effective  internal  control over


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financial  reporting as of December 31, 2004,  based on criteria  established in
Internal Control- Integrated Framework issued by the COSO.

     The Company's  assessment of the  effectiveness  of the Company's  internal
control  over  financial  reporting  as of December 31, 2004 has been audited by
Hein & Associates  LLP, an independent  registered  public  accounting  firm, as
stated in their report which appears elsewhere in this report.

     Pursuant  to the  requirements  of Rules  13a-15(f)  and  15d-15(f)  of the
Securities  Exchange  Act of 1934,  as amended,  this Annual  Report on Internal
Control Over Financial  Reporting has been signed below by the following persons
on behalf of the registrant and in the capacities  indicated  below on April 28,
2005.

                                             Mark A. Erickson
                                             President & Chief Executive Officer

                                             W. King Grant
                                             Chief Financial Officer


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Gasco Energy, Inc.:


We  have  audited   management's   assessment,   included  in  the  accompanying
Managements'  report on internal controls over financial  reporting,  that Gasco
Energy,  Inc. (the "Company") did not maintain  effective  internal control over
financial  reporting as of December 31, 2004,  because of the effect of material
weaknesses identified in management's assessment,  based on criteria established
in Internal Control--Integrated  Framework issued by the Committee of Sponsoring
Organizations of the Treadway  Commission  (COSO).  The Company's  management is
responsible for maintaining  effective internal control over financial reporting
and for its assessment of the  effectiveness  of internal control over financial
reporting.   Our  responsibility  is  to  express  an  opinion  on  management's
assessment and an opinion on the effectiveness of the Company's internal control
over financial reporting based on our audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain  reasonable  assurance  about whether  effective
internal  control  over  financial  reporting  was  maintained  in all  material
respects. Our audit included obtaining an understanding of internal control over
financial reporting,  evaluating management's assessment, testing and evaluating
the design and operating  effectiveness of internal control, and performing such
other  procedures as we considered  necessary in the  circumstances.  We believe
that our audit provides a reasonable basis for our opinion.

A company's  internal control over financial  reporting is a process designed 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. A company's internal control over


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financial  reporting  includes those policies and procedures that (1) pertain to
the  maintenance  of records that, in reasonable  detail,  accurately and fairly
reflect the  transactions  and  dispositions  of the assets of the company;  (2)
provide  reasonable  assurance  that  transactions  are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting  principles,  and that receipts and  expenditures  of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of  unauthorized  acquisition,  use, or  disposition  of the company's
assets that could have a material effect on the financial statements.

Because of its inherent  limitations,  internal control over financial reporting
may not prevent or detect misstatements.  Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the  policies  or  procedures  may  deteriorate.  A material  weakness is a
control deficiency, or combination of control deficiencies, that results in more
than a remote  likelihood that a material  misstatement of the annual or interim
financial  statements will not be prevented or detected.  The following material
weaknesses have been identified and included in management's assessment:

     1.   Lack of  segregation  of duties with respect to the review of the bank
          reconciliation  of an  account  used for  general  and  administrative
          purposes.

     2.   Insufficient  documentation with respect to the review of non-standard
          journal entries.

     3.   Insufficient  documentation  by the Company of its  quarterly  closing
          procedures,  including lack of a closing checklist,  inventory counts,
          and review of calculations  used to support amounts  recorded as asset
          retirement obligations and equity compensation.

     4.   Insufficient  documentation  of the controls with respect to the input
          and  output of  transactions  recorded  by the  outsourced  accounting
          function  for the Company for the revenue and joint  interest  billing
          processes.

These material weaknesses were considered in determining the nature, timing, and
extent of audit tests applied in our audit of the 2004 financial statements, and
this report does not affect our report  dated March 15, 2005 on those  financial
statements.

In our  opinion,  management's  assessment  that the  Company  did not  maintain
effective  internal control over financial  reporting as of December 31, 2004 is
fairly  stated,  in all  material  respects,  based on criteria  established  in
Internal  Control--Integrated  Framework  issued by COSO.  Also, in our opinion,
because  of  the  effect  of  the  material  weakness  described  above  on  the
achievement  of the  objectives  of the  control  criteria,  the Company has not
maintained  effective  internal control over financial  reporting as of December
31,  2004,  based  on  criteria  established  in  Internal   Control--Integrated
Framework issued by COSO.


/s/Hein & Associates LLP
HEIN & ASSOCIATES LLP

Denver, Colorado
April 29, 2005





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                                     PART IV

Item 15. Exhibits and Financial Statement Schedules

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

    None

    (a) (3) Exhibits

               *23.1 Consent of Hein & Associates LLP

               *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.

                            Gasco Energy, Inc.


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



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