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

                                FORM 10-QSB

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

                    For the Quarter Ended June 30, 1997

                                    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  0-23530

                            TRANS ENERGY, INC.
     (Exact name of small business issuer as specified in its charter)

            Nevada                              93-0997412
     (State or other jurisdiction of         (I.R.S. Employer
      incorporation or organization)         Identification No.)
                                         

     210 Second Street, P.O. Box 393, St. Marys, West Virginia  26170
                 (Address of principal executive offices)

Registrant's telephone no., including area code:  (304)  684-7053

     Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the past 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       

                   APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date.

          Class                             Outstanding as of June 30, 1997
Common Stock, $.001 par value                        4,379,883






                             TABLE OF CONTENTS

Heading                                                   Page
                      PART I.  FINANCIAL INFORMATION

Item 1.   Financial Statements . . . . . . . . . . . . .    1

          Consolidated Balance Sheets -- June 30,
            1997 and December 31, 1996 . . . . . . . . .    2

          Consolidated Statements of Operations -- three
            and six months ended June 30, 1997 and 1996.    4

          Consolidated Statements of Stockholders'
            Equity . . . . . . . . . . . . . . . . . . .    6

          Consolidated Statements of Cash Flows -- 
            three and six months ended June 30, 1997 
            and 1996 . . . . . . . . . . . . . . . . . .    7

          Notes to Consolidated Financial Statements . .    9

Item 2.   Management's Discussion and Analysis and 
          Results of Operations. . . . . . . . . . . . .   10

                        PART II. OTHER INFORMATION

Item 1.   Legal Proceedings. . . . . . . . . . . . . . .   12

Item 2.   Changes In Securities. . . . . . . . . . . . .   13

Item 3.   Defaults Upon Senior Securities. . . . . . . .   13

Item 4.   Submission of Matters to a Vote of
          Securities Holders . . . . . . . . . . . . . .   13

Item 5.   Other Information. . . . . . . . . . . . . . .   13

Item 6.   Exhibits and Reports on Form 8-K . . . . . . .   14

          SIGNATURES . . . . . . . . . . . . . . . . . .   15
       





                                    -i-
<PAGE>

                                  PART I

Item 1.   Financial Statements

     The following unaudited Consolidated Financial Statements for
the period ended June 30, 1997 and December 31, 1996, have been
prepared by the Company.











                            TRANS ENERGY, INC.

                     CONSOLIDATED FINANCIAL STATEMENTS

                    June 30, 1997 and December 31, 1996
<PAGE>

                            TRANS ENERGY, INC.
                        Consolidated Balance Sheets


                                  ASSETS

                                        June 30,     December 31,  
                                        1997             1996           
                                        (Unaudited) 
CURRENT ASSETS

  Cash                                  $  483,449  $  481,846 
  Accounts receivable                      174,520     235,757 
  Prepaid expenses                          -           59,601 

     Total Current Assets                  657,969     777,204 

PROPERTY AND EQUIPMENT

  Office equipment                             318      -      
  Vehicles                                 103,354      44,552 
  Machinery and equipment                   62,206      62,206 
  Pipeline                               2,192,001   2,192,001 
  Well equipment                           374,972     358,471 
  Wells                                  3,887,371   3,177,416 
  Leasehold acreage                        263,500     263,500 
  Accumulated depreciation              (1,420,272) (1,381,129)

     Total Fixed Assets                  5,463,450   4,717,017 

OTHER ASSETS

  Loan acquisition costs                    98,973       6,122 

     Total Other Assets                     98,973       6,122 

     TOTAL ASSETS                       $6,220,392  $5,500,343 
<PAGE>

                            TRANS ENERGY, INC.
                  Consolidated Balance Sheets (Continued)


                   LIABILITIES AND STOCKHOLDERS' EQUITY


                                        June 30,     December 31,   
                                        1997            1996            
                                        (Unaudited)                 
CURRENT LIABILITIES

  Accounts payable - trade              $  957,158  $  685,711 
  Accrued expenses                         244,666      29,385 
  Notes payable - current portion          657,927     645,348 

     Total Current Liabilities           1,859,751   1,360,444 

NET LIABILITIES IN EXCESS OF ASSETS OF
 DISCONTINUED OPERATIONS                   602,074     668,717 

LONG-TERM LIABILITIES

  Convertible debt (Note 2)                930,000      -      
  Advances from related parties            194,649     605,190 
  Notes payable                            646,246     646,246 

     Total Long-Term Liabilities         1,770,895   1,251,436 

     Total Liabilities                   4,232,720   3,280,597 

COMMITMENTS AND CONTINGENCIES               -           -      

MINORITY INTERESTS                          -           -      

STOCKHOLDERS' EQUITY 

  Common Stock:  30,000,000 shares
   authorized at $0.001 par value; 
   4,379,883 and 3,824,043 shares 
   issued and outstanding, respectively      4,380       3,824     
  Capital in excess of par value         9,597,952   8,926,633 
  Accumulated deficit                   (7,614,660) (6,710,711)

     Total Stockholders' Equity          1,987,672   2,219,746 

     TOTAL LIABILITIES AND 
        STOCKHOLDERS' EQUITY           $ 6,220,392 $ 5,500,343     
<PAGE>

                            TRANS ENERGY, INC.
                   Consolidated Statements of Operations
                                (Unaudited)

                                  For the Six Months        For the Three Months
                                     Ended June 30,            Ended June 30,
                                   1997         1996         1997         1996
REVENUES

  Oil and gas sales           $  543,550   $  627,118   $  272,834   $  348,098

    Total Revenues               543,550      627,118      272,834      348,098

COSTS AND EXPENSES

  Cost of oil and gas            248,265      401,899      157,095      227,270
  Salaries and wages             130,386       56,747       99,635       28,371 
  Depreciation and amortization  176,352       74,286      142,788       39,618
  Selling, general and 
    administrative               621,484      195,855      519,933      116,866

    Total Costs and Expenses   1,176,487      728,787      919,451      412,125

     Net Income (Loss) from 
       Operations               (632,937)    (101,669)    (646,617)     (64,027)

OTHER INCOME (EXPENSE)

  Bad debt expense              (100,000)      -          (100,000)       - 
  Interest income                 10,155       -             8,510        -     
  Interest expense              (181,167     (407,878)    (144,852)    (252,654)

    Total Other Income (Expense)(271,012)    (407,878)    (236,342)    (252,654)

NET INCOME (LOSS) BEFORE INCOME 
 TAXES AND  AND MINORITY INTERESTS 
 AND EXTRAORDINARY 
 INCOME (LOSS)                  (903,949)    (509,547)    (882,959)    (316,681)

INCOME TAXES                      -            -            -            - 

NET INCOME (LOSS) BEFORE MINORITY
 INTERESTS AND EXTRAORDINARY
  INCOME (LOSS)                (903,949)     (509,547)    (882,959)    (316,681)

MINORITY INTERESTS               -             15,960       -            -     

NET INCOME (LOSS) BEFORE
 EXTRAORDINARY INCOME (LOSS) 
 AND DISCONTINUED OPERATIONS    (903,949)    (493,587)    (882,959)    (316,681)

LOSS FROM DISCONTINUED
 OPERATIONS                       -          (164,450)      -            31,161

NET INCOME (LOSS) BEFORE EXTRA-
ORDINARY  INCOME (LOSS)       $ (903,949)  $ (658,037)   $(882,959)  $ (285,520)

<PAGE>

                            TRANS ENERGY, INC.
                   Consolidated Statements of Operations
                                (Unaudited)


                                 For the Six Months       For the Three Months
                                   Ended June 30,             Ended June 30,
                                 1997        1996           1997         1996 
EXTRAORDINARY INCOME (LOSS)

  Forgiveness of debt         $   -          $20,000     $    -       $  -     
 Early payoff of debt             -          (10,444)         -          -     

      TOTAL EXTRAORDINARY
        INCOME (LOSS)             -            9,556          -       $  -     

NET INCOME (LOSS)             $ (903,949) $ (648,481)    $  (882,959) $(285,520)

PRIMARY EARNINGS (LOSS) 
  PER SHARE

NET INCOME (LOSS) BEFORE
 EXTRAORDINARY INCOME         $    (0.22) $    (0.20)    $     (0.21) $   (0.09)

EXTRAORDINARY INCOME             -               NIL         -              NIL

NET INCOME (LOSS)             $    (0.22) $    (0.20)    $     (0.21) $   (0.09)

FULLY DILUTED EARNINGS
  (LOSS) PER SHARE

NET INCOME (LOSS) BEFORE
 EXTRAORDINARY INCOME         $    (0.22) $    (0.20)    $     (0.22) $   (0.09)

EXTRAORDINARY INCOME             -               NIL        -              NIL

NET INCOME (LOSS)             $    (0.22) $    (0.20)    $     (0.22) $   (0.09)

<PAGE>

                             TRANS ENERGY, INC.
              Consolidated Statements of Stockholders' Equity

                                                       Capital in  
                                    Common Shares       Excess of    Accumulated
                                  Shares     Amount     Par Value      Deficit
Balance, December 31, 1995      3,174,122  $   3,174  $ 5,629,734  $ (3,071,721)

Common stock issued for
 debenture at $0.90 per share      55,555         56       49,944         - 

Common stock issued for
 services at $2.67 per share        9,000          9       23,991         - 

Common stock warrants issued        -          -          774,000         - 

Cancellation of common stock
 options issued services            -          -         (275,000)        - 

Shareholder loans contributed
 to capital                         -          -          250,000         -

Issuance of common stock for
 cash at $5.36 per share          585,366        585    3,137,415         -  

Common stock offering costs         -          -         (663,451)        -  

Net loss for the year ended
 December 31, 1996                  -          -           -         (3,638,990)

Balance, December 31, 1996      3,824,043      3,824   8,926,633     (6,710,711)

Issuance of common stock for
 services at $2.75 per share
 (unaudited)                       25,000         25      68,725          - 

Issuance of common stock for
 services at $1.38 per share
 (unaudited)                       75,000         75     103,050          -  

Conversion of debenture to common
 stock at $1.10 per share 
 (unaudited)                      455,840        456     499,544          -

Net loss for the six months
 ended June 30, 1997 (Unaudited)   -           -           -           (903,949)

Balance, June 30, 1997
 (Unaudited)                   4,379,883    $  4,380  $9,597,952   $ (7,614,660)

<PAGE>
                              TRANS ENERGY, INC.
                    Consolidated Statements of Cash Flows
                                 (Unaudited)

                                   For the Six Months    For the Three Months
                                     Ended June 30,          Ended June 30,
                                   1997        1996        1997         1996 

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss)             $ (903,949)  $ (648,481)  $ (882,959)  $ (285,520)
Adjustments to Reconcile Net
 Income to Cash Provided by
 Operating Activities:
   Depreciation, depletion and
    amortization                 176,352      306,364      142,788      142,416
   Minority interest               -          (39,355)       -          (23,395)
   Common stock issued for 
    services                     171,875       24,000      171,875        -
Changes in Operating Assets and Liabilities:
   Decrease (increase) in 
    accounts receivable           61,237      (13,001)     (16,676)      78,046
   Decrease (increase) in 
    inventory                      -         (314,559)       -         (289,754)
   Decrease (increase) in prepared
    expenses                      59,601         (136)      59,601        -  
   Decrease (increase) in loan
    acquisition costs              -          174,087        -          193,500
   Increase (decrease) in accounts 
    payable and accrued expenses 495,882      177,384      598,883       (2,069)
   Increase (decrease) in interest
    payable                       (9,154)     (22,821)       -           (9,464)

     Cash Provided (Used) by
      Operating Activities        51,844     (356,518)      73,512     (196,240)

CASH FLOWS FROM INVESTING ACTIVITIES:

   Expenditures for property and 
    equipment                   (798,336)     (38,339)    (727,816)     (15,607)

     Cash Provided (Used) by
        Investing Activities  $ (798,336)  $  (38,339)   $(727,816)  $  (15,607)






<PAGE>

                              TRANS ENERGY, INC.
              Consolidated Statements of Cash Flows (Continued)
                                 (Unaudited)

                                    For the Six Months    For the Three Months
                                      Ended June 30,         Ended June 30, 
                                      1997     1996         1997        1996 

CASH FLOWS FROM FINANCING ACTIVITIES:

Payment of stock offering costs  $    -      $ (39,500)  $   -       $  (39,500)
Borrowings of long-term debt      1,312,700    551,310     100,000      213,931
Repayment to related parties       (410,541)    14,872    (101,962)      15,310
Borrowings from related parties       -         88,315       -           49,900
Principal payments on long-term 
 debt                              (154,064)  (201,105)    (47,323)     (46,780)

     Cash Provided (Used) by
       Financing Activities         748,095    413,892     (49,285)     192,861

NET INCREASE (DECREASE) IN CASH       1,603     19,035    (703,589)     (18,986)

CASH AND CASH EQUIVALENTS,
   BEGINNING OF PERIOD              481,846      -       1,187,038       38,021

CASH AND CASH EQUIVALENTS,
   END OF PERIOD                  $ 483,449 $   19,035 $   483,449   $   19,035

CASH PAID FOR:

   Interest                      $  181,167 $  168,356 $   144,852   $   92,639
   Income taxes                  $    -     $    -     $     -       $    - 

NON-CASH FINANCING ACTIVITIES:

   Common stock issued for
    services                     $  171,875 $   24,000 $   171,875   $    - 
   Conversion of debentures to 
    equity                       $  500,000 $   50,000 $   500,000   $    -
   Warrants issued for loan 
     acquisition costs           $    -     $  774,000 $     -       $    -  



<PAGE>

                              TRANS ENERGY, INC.
               Notes to the Consolidated Financial Statements 
                     June 30, 1997 and December 31, 1996


NOTE 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

       The accompanying consolidated financial statements have been prepared 
       by the Company without audit.  In the opinion of management, all 
       adjustments (which include only normal recurring adjustments) 
       necessary to present fairly the financial position, results of
       operations and cash flows at June 30, 1997 and for all periods
       presented have been made.

       Certain information and footnote disclosures normally included in
       consolidated financial statements prepared in accordance with general
       accepted accounting principles have been condensed or omitted.  It is
       suggested that these condensed consolidated financial statements be 
       read in conjunction with the financial statements and notes thereto 
       included in the Company's December 31, 1996 audited consolidated 
       financial statements.  The results of operations for the periods 
       ended June 30, 1997 and 1996 are not necessarily indicative of the
       operating results for the full year.

NOTE 2 - CONVERTIBLE DEBENTURES

       In March 1997, the Company completed an offering of $1,430,000 of
       convertible debentures.  The Company received net proceeds of 
       $1,212,700 after the costs of the offering.  The costs of the 
       offering will be amortized over the life of the loan.  The 
       convertible debentures bear interest at 8% per annum, payable on a
       prorata basis at the earlier of the conversion date or the maturity
       date (March 25, 2000).  The convertible debentures are convertible 
       to common stock at the lesser of 80% of the 5 day average daily 
       closing bid price for the 5 trading days immediately preceding the
       closing date or 75% of the 5 day average daily closing bid price for
       the 5 trading days immediately preceding the applicable conversion 
       date.  The debentures are subject to a mandatory 36 months conversion
       feature at the end of which all debentures outstanding will be
       automatically converted upon the terms above.

       During the three months ended June 30, 1997, $500,000 of the
       convertible debentures were converted to 455,840 shares of common
       stock.  Accordingly, the related loan fees were expensed in the 
       period then ended.

<PAGE>

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations

    The following table sets forth the percentage relationship to
total revenues of principal items contained in the Company's
Consolidated Statements of Operations for the three month and six
month periods ended June 30, 1997 and 1996.  It should be noted
that percentages discussed throughout this analysis are stated on
an approximate basis.

                          Three Months Ended     Six Months Ended
                                June 30,             June 30,    
                          1997           1996    1997       1996
                             (Unaudited)            (Unaudited) 
Total revenues . . . . .   100%          100%    100%        100%
Total costs and expenses . 337           118     216         116 
Other income (expense) .   (87)          (73)    (50)        (65)
Net (loss) before income 
  taxes, minority interest 
  and extraordinary income
  (loss) . . . . . . . .  (324)          (91)   (166)        (81)
Income taxes . . . . . .     -             -       -           - 
Minority interest. . . .     -             -       -           3 
Net (loss) before 
  extraordinary income 
  (loss) and discontinued
  operations . . . . . .  (324)          (91)   (166)        (79)
Loss from discontinued 
  operations . . . . . .     -             9       -         (26)
Extraordinary income . .     -             -       -           2 
Net income (loss). . . .  (324)          (82)   (166)       (103)
                       

Results of Operations

    Total Revenues for the three month period ended June 30, 1997
("second quarter of 1997") and the six month period ended June 30,
1997 ("first half of 1997) decreased 21% and 13%, respectively,
when compared to the corresponding 1996 periods.  This decrease is
attributed to the Company's continuing decision not to purchase gas
from its suppliers at a price higher than management believed it
could profitably resell the gas, and was partially offset by higher
prices and higher volumes of oil and gas produced from Company
owned wells.  Total costs and expenses as a percentage of total
revenues increased from 118% in the second quarter of 1996 to 337%
for the second quarter of 1997, and from 116% for the first half of
1996 to 216% for the first half of 1997.  Total costs and expenses
for the second quarter of 1997 increased 123% compared to the
corresponding 1996 period and increased 61% for the first half of
1997, compared to the 1996 period.  This increase is primarily
attributed to the 217% increase in selling, general and
administrative costs which was partially offset by a 39% decrease
in the cost of oil and gas due to the Company's decision not to
purchase higher priced gas from its suppliers.  Salaries and wages
increased 251% to $99,635 for the second quarter of 1997 and
increased 130% for the first half of 1997, compared to the
corresponding 1996 periods.  Depreciation and depletion increased
260% in the second quarter of 1997 and increased 137% for the first
half of 1997 compared to the same periods in 1996. Selling, general
and administrative expenses increased 345% to $519,933 in the
second quarter of 1997 and increased 217% for the first six half of
1997 compared to the same periods in 1996.  Interest expense
decreased 43% to $144,852 for the second quarter of 1997 and
decreased 56% for the first half of 1997 due to decreased
borrowings and the 1996 issuance of additional shares of common
stock to debenture holders in consideration for extending the due
date of the debentures.

    The Company's minority interests of $0 for the second quarter
of 1997 was unchanged form the second quarter of 1996.  The
Company's net loss was $882,959 for the second quarter of 1997 and
$903,949 for the first half of 1997 compared to losses of $285,520
and $648,481 for the respective periods in 1996.  The Company's
larger net loss in the second quarter of 1997 when compared to the
same period in 1996, is attributed to the $403,067 (345%) increase
in Selling, General and Administrative costs due to the Company
issuing stock for services rendered to the Company, a $71,264
increase in salaries and wages, and a $100,000 uncollectible loan
provision.

    For the remainder of fiscal year 1997, management expects
salaries and wages to increase and other general and administrative
expenses to remain at approximately the same rate as for the second
quarter of 1997.  The cost of oil and gas produced is expected to
fluctuate with the amount produced and with prices of oil and gas
generally, and management anticipates that revenues are likely to
increase during the remainder of 1997.

Net Operating Losses

    The Company has accumulated approximately $7,614,660 of net
operating loss carryforwards as of June 30, 1997, which may be
offset against future taxable income through the year 2011 when the
carryforwards expire.  The use of these losses to reduce future
income taxes will depend on the generation of sufficient taxable
income prior to the expiration of the net operating loss
carryforwards.  In the event of certain changes in control of the
Company, there will be an annual limitation on the amount of net
operating loss carryforwards which can be used.  No tax benefit has
been reported in the financial statements for the period ended June
30, 1997 because the potential tax benefits of the loss
carryforward is offset by valuation allowance of the same amount.

Liquidity and Capital Resources

    Historically, the Company's working capital needs have been
satisfied through its operating revenues and from borrowed funds. 
Working capital at June 30, 1997 of a negative $1,201,782 decreased
from a negative $583,240 at December 31, 1996.  This change is
primarily attributed to the increase in accounts payable from
$685,711 at December 31, 1996 to $957,158 at June 30, 1997, and the
increase in accrued expenses from $29,385 at December 31, 1996 to
$244,666 at June 30, 1997.  The Company anticipates meeting its
working capital needs during the remainder of the current fiscal
year with revenues from operations.

    As of June 30, 1997, the Company had total assets of
$6,220,392 and total stockholders equity of $1,987,672 compared to
total assets of $5,500,343 and total stockholders equity of
$2,219,746 at December 31, 1996.  This represents a $720,049 (13%)
increase in total assets and a $232,074 (10%) decrease in total
stockholders equity for the period.  For this same period, cash
increased from $481,846 to $483,449 and total current assets
decreased 15% due to the decrease in accounts receivable.  Total
current liabilities increased 37% primarily attributed to an
increase in the Company's accounts payable and accrued expenses.

    At June 30, 1997, the Company's current portion of its long
term debt was $657,927.  In 1996, certain outstanding convertible
debentures having a face value of $50,000 plus accrued interest
were convened into common stock.  In 1997, convertible debentures
with a face value of $500,000 were converted into common stock. 
The Company currently anticipates that it will be able to provide
for its debt obligations and repayments coming due during the
remainder of 1997 from operating revenues generated by the Company.

    In the opinion of management, inflation has not had a material
effect on the operations of the Company.

Risk Factors and Cautionary Statements

    Forward-looking statements in this report are made pursuant to
the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995.  The Company wishes to advise readers that
actual results may differ substantially from such forward-looking
statements.  Forward-looking statements involve risks and
uncertainties that could cause actual results to differ materially
from those expressed in or implied by the statements, including,
but not limited to, the following: the ability of the Company to
provide for its debt obligations and to provide for working capital
needs from operating revenues, and other risks detailed in the
Company's periodic report filings with the Securities and Exchange
Commission. 


                                  PART II

Item 1.  Legal Proceedings

    There are no material pending legal proceedings to which the
Company is a party or to which any of its property is subject
except as set forth below.

    On December 30, 1996, a complaint entitled R&K Oil Company,
Inc. vs. Trans Energy, Inc. was filed in the United States District
Court, Western District of Texas, Midland/Odessa Division
(# MO96CA197).  The complaint alleges that the Company owes R&K Oil
Company, Inc. $131,978 as a result of business transacted by the
Company's subsidiary, Vulcan Energy Corporation.  The complaint was
dismissed June 3, 1997.

    On March 12, 1997, a complaint entitled F. Worthy Walker vs.
Loren Bagley, William Woodburn, Mark Woodburn, Trans Energy, Inc.
and Vulcan Energy Corporation, was filed in the District Court of
Dallas, Texas (# 9702304C).  The complaint alleges that the Company
breached certain contracts related to Mr. Walkers employment with
Vulcan Energy Corporation, and seeks punitive and exemplary
damages.  The Company denies all allegations.  Management believes
that the results of the proceedings will not have a material
adverse effect on the Company.

    On May 14, 1997, a complaint entitled R&K Oil Company, Inc.
vs.  Vulcan Energy Corporation and Trans Energy, Inc. was filed in
District Court, Andrews County, Texas, 109th Judicial District
(File #14,430).  The complaint alleges that the Company owes R&K
Oil Company, Inc.  $126,978 as a result of business transacted by
the Company's subsidiary, Vulcan Energy Corporation.  The complaint
also seeks $500,000 for breach of contract.  The Company denies all
allegations and management believes that the results of the
proceedings will not have a materially adverse affect on the
Company.

 
Item 2.  Changes In Securities

    During the second quarter of 1997, the Company issued 25,000
shares of its common stock valued at $2.75 per share and 75,000
shares valued at $1.38 per shares to individuals for services
rendered to the Company.  Also during the second quarter of 1997,
$500,000 of the Company's 8% convertible debentures issued in March
1997 were converted into 455,840 shares of common stock.  The
issuances of shares for services was made in private transactions
with individuals and was made in reliance on the exemption from
registration provided by Section 4(2) of the Securities Act of
1933, as amended (the "Act").  The issuance of shares pursuant to
the conversion of the convertible debentures was made in reliance
on the exemption from registration provided by Section 3(a)(9) and
Regulation S of the Act.

Item 3.  Defaults Upon Senior Securities

    This Item is not applicable to the Company.

Item 4.  Submission of Matters to a Vote of Security Holders

    This Item is not applicable to the Company.

Item 5.  Other Information

    This Item is not applicable to the Company.







Item 6.  Exhibits and Reports on Form 8-K

    (b)  Reports on Form 8-K

    On April 16, 1997, the Company filed a report on Form 8-K
disclosing the sale during the period ended March 31, 1997 of
8% Cumulative Convertible Debentures due March 25, 2000,
convertible into shares of the Company's common stock, in reliance
upon the exemption from registration provided by Rules 901 through
904, inclusive ("Regulation S"), under the Securities Act of 1933,
as amended.

<PAGE>

                                SIGNATURES
                                     

    In accordance with the requirements of the Securities Exchange
Act of 1934, the Registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                            TRANS ENERGY, INC.



Date:  August 26, 1997                 By   Loren E. Bagley      
                                              (Signature)
                                       LOREN E. BAGLEY, President
                                       and Chief Executive Officer
                                       (Chief Financial Officer)




Date:  August 26, 1997                 By   William F. Woodburn    
                                               (Signature)
                                       William F. Woodburn, Vice
                                       President and Director
                                       (Principal Accounting Officer)