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

                              Amendment No. 3

                                    to

                               FORM 10-QSB/A

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

                   For the Quarter Ended March 31, 1996

                                    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
                                            December 9, 1996
Common Stock, $.001 par value                3,238,677<PAGE>


                             TABLE OF CONTENTS

Heading                                                    Page      
                      PART I.  FINANCIAL INFORMATION

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

                                                             
          Consolidated Balance Sheets -- March 31,
          1996 and December 31, 1995 . . . . . . . . . .    2    

          Consolidated Statements of Operations -- three
          months ended March 31, 1996 and 1995 . . . . .    4    

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

          Consolidated Statements of Cash Flows -- 
          three months ended March 31, 1996 and 1995 . .    7    

          Notes to Consolidated Financial Statements . .    9    

Item 2.   Management's Discussion and Analysis and 
          Results of Operations. . . . . . . . . . . . .   23    

                        PART II. OTHER INFORMATION

Item 1.   Legal Proceedings. . . . . . . . . . . . . . .   25    

Item 2.   Changes In Securities. . . . . . . . . . . . .   25    

Item 3.   Defaults Upon Senior Securities. . . . . . . .   25    

Item 4.   Submission of Matters to a Vote of
          Securities Holders . . . . . . . . . . . . . .   25    

Item 5.   Other Information. . . . . . . . . . . . . . .   25    

Item 6.   Exhibits and Reports on Form 8-K . . . . . . .   25    

          SIGNATURES . . . . . . . . . . . . . . . . . .   26    
     










                                    -i-
<PAGE>
                                  PART I

Item 1.   Financial Statements

     The following unaudited Consolidated Financial Statements for
the period ended March 31, 1996 and December 31, 1995, have been
prepared by the Company.











                            TRANS ENERGY, INC.

                     CONSOLIDATED FINANCIAL STATEMENTS

                   March 31, 1996 and December 31, 1995

<PAGE>
                            TRANS ENERGY, INC.
                        Consolidated Balance Sheets
                                     
                                  ASSETS
                                (Restated)
                                      December 31,     March 31,       
                                           1995         1996       
                                                    (Unaudited)
CURRENT ASSETS

 Cash                                    $    -     $   38,021     
 Accounts receivable - trade (Note 1)      328,012     419,059 
 Inventory (Note 1)                         15,956      40,761 

   Total Current Assets                    343,968     497,841 

FIXED ASSETS (Note 2)

 Land                                       35,000      35,000 
 Building                                   65,000      65,000 
 Vehicles                                  113,244     113,244 
 Machinery and equipment                   588,493     611,225 
 Pipeline                                2,107,740   2,107,740 
 Well equipment                            290,972     290,972 
 Wells                                   3,178,916   3,178,916 
 Leasehold acreage                         263,500     263,500 
 Accumulated depreciation               (1,458,009) (1,507,890)

   Total Fixed Assets                    5,184,856   5,157,707 

OTHER ASSETS

 Deferred stock offering costs (Note 1)    275,000      -      
 Goodwill, net (Note 1)                    728,013     688,450 
 Deposits                                      355         491 
 Bond (Note 4)                              50,000      50,000 
 Loan acquisition costs                    108,187     774,000 
 Loan - related party (Note 6)              14,899      15,337 

   Total Other Assets                    1,176,454   1,528,278 

   TOTAL ASSETS                          $6,705,278 $7,183,826     

<PAGE>
                            TRANS ENERGY, INC.
                        Consolidated Balance Sheets


                   LIABILITIES AND STOCKHOLDERS' EQUITY
                                 (Restated)

                                        December 31,  March 31,  
                                            1995        1996      
                                                    (Unaudited) 
CURRENT LIABILITIES

 Accounts payable - trade               $  521,438  $  658,472
 Interest payable                           58,981      45,624
 Accrued expenses                           71,231      60,554
 Long-term debt - current portion (Note 3) 554,540     947,213

   Total Current Liabilities             1,206,190   1,711,863

LONG-TERM LIABILITIES

 Loans payable - related parties (Note 6)  683,586     722,002
 Notes payable (Note 3)                  2,214,922   1,955,302 

   Total Long-Term Liabilities           2,898,508   2,677,304

   Total Liabilities                     4,104,698   4,389,167

MINORITY INTERESTS (Note 1)                 39,393      23,433

STOCKHOLDERS' EQUITY (Note 9)

 Common Stock:  30,000,000 shares authorized
   at $0.001 par value; 3,174,122 and
   3,238,677 shares issued and
   outstanding, respectively                 3,174       3,239
 Capital in excess of par value          5,629,734   6,202,669
 Accumulated deficit                    (3,071,721) (3,434,682)

   Total Stockholders' Equity            2,561,187   2,771,226

   TOTAL LIABILITIES AND 
     STOCKHOLDERS' EQUITY              $ 6,705,278 $ 7,183,826

<PAGE>
                            TRANS ENERGY, INC.
                   Consolidated Statements of Operations

                                            For the Three Months  
                                              Ended March 31,    
                                            1995         1996       
REVENUES                                  (Unaudited) (Unaudited)
                                                       (Restated)
  Oil and gas sales                         $573,213  $ 781,132 
  Other                                          347       -     

    Total Revenues                           573,560    781,132

COSTS AND EXPENSES

  Cost of oil and gas                        396,632    657,639
  Salaries and wages                          92,792     40,821
  Depreciation and depletion                  31,336     94,278
  Selling, general and administrative        164,266    216,768 

    Total Costs and Expenses                 685,026  1,009,506          

     Net Income (Loss) from Operations      (111,466)  (228,374)

OTHER INCOME (EXPENSE)

  Interest                                   (34,837)  (160,103)

    Total Other Income (Expense)             (34,837)  (160,103)

NET INCOME (LOSS) BEFORE INCOME
 TAXES AND MINORITY INTERESTS AND
 EXTRAORDINARY INCOME (LOSS)                (146,303)  (388,477)

INCOME TAXES                                    -          -      

NET INCOME (LOSS) BEFORE MINORITY
 INTERESTS AND EXTRAORDINARY INCOME (LOSS)  (146,303)  (388,477)

MINORITY INTERESTS                           (13,425)    15,960 

NET INCOME (LOSS) BEFORE
 EXTRAORDINARY INCOME (LOSS)                (159,728)  (372,517)

EXTRAORDINARY INCOME (LOSS) 
 Forgiveness of debt                            -        20,000 
 Early payoff of debt                           -       (10,444)
TOTAL EXTRAORDINARY INCOME (LOSS)               -         9,556

NET INCOME (LOSS)                          $(159,728) $(362,961)

<PAGE>
                            TRANS ENERGY, INC.
                   Consolidated Statements of Operations

                                           For the Three Months  
                                               Ended March 31,    
                                            1995            1996         
                                         (Unaudited)     (Unaudited)
                                                         (Restated)
PRIMARY EARNINGS (LOSS) PER SHARE

NET INCOME (LOSS) BEFORE
 EXTRAORDINARY INCOME                     $    (0.06)    $    (0.11)

EXTRAORDINARY INCOME                             -              NIL

NET INCOME (LOSS)                         $    (0.04)    $    (0.11)

FULLY DILUTED EARNINGS
 (LOSS) PER SHARE

NET INCOME (LOSS) BEFORE
 EXTRAORDINARY INCOME                     $    (0.06)    $    (0.11)

EXTRAORDINARY INCOME                             -              NIL

NET INCOME (LOSS)                              (0.06)         (0.11)

<PAGE>
                             TRANS ENERGY, INC.
              Consolidated Statements of Stockholders' Equity
                                  (Restated)
                                                      Capital in   
                                    Common Shares     Excess of    Accumulated
                                  Shares    Amount    Par Value     Deficit     

Balance,
 December 31, 1994               3,024,122  $ 3,024  $ 3,612,852  $ (866,643)

Common stock issued for
 services at $1.50 per share       100,000      100      149,900        -     

Common stock issued on 
 conversion of debentures at
 $0.90 per share                    50,000       50       44,950        -     

Stock options issued for services     -        -         275,000        -     
 (Note 8)

Common stock warrants issued
 (Note 8)                             -        -       1,345,000        -     

Extension of debentures (Note 5)      -        -         202,032        -     

Net loss for the year ended
 December 31, 1995                    -        -            -     (2,205,078)

Balance,
 December 31, 1995               3,174,122    3,174    5,629,734  (3,071,721)

Common stock issued for
 debenture                          55,555       56       49,944        -     
  (Unaudited)

Common stock issued for services     9,000        9       23,991        -     
  (Unaudited)

Common stock warrants issued
 (Note 8)                             -        -         774,000        -      

Cancellation of stock options issued
  for services (Note 8) (Unaudited)   -        -        (275,000)       -     

Net loss for the three months ended
  March 31, 1996 (Unaudited)          -        -            -       (362,961)

Balance, March 31, 1996 
  (Unaudited)                    3,238,677  $ 3,239   $6,202,669 $(3,434,682)

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


                                                  For the Three Months   
                                                     Ended March 31,      
                                                  1995           1996       
CASH FLOWS FROM OPERATING ACTIVITIES:             (Unaudited) (Unaudited)
                                                              (Restated)
  Net income (loss)                               $(159,728) $(362,961)
  Adjustments to Reconcile Net Income to Cash
   Provided by Operating Activities:
    Depreciation, depletion and amortization         31,336    163,948 
    Minority interest                                13,425    (15,960)
    Common stock issued for services                150,000     24,000 
  Changes in Operating Assets and Liabilities:
    Decrease (increase) in accounts receivable         -       (91,047)
    Decrease (increase) in inventory                 44,202    (24,805)
    Decrease (increase) in deposits                    -          (136)
    Decrease (increase) in loan acquisition costs       463    (19,413)
    Increase (decrease) in accounts payable
      and accrued expenses                           16,994    179,453 
    Increase (decrease) in interest payable            -       (13,357)

       Cash Provided (Used) by Operating Activities  96,692   (160,278)

CASH FLOWS FROM INVESTING ACTIVITIES:

  Expenditures for property and equipment              -       (22,732)

     Cash Provided (Used) by Investing Activities   $  -      $(22,732)

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

                                                   For the Three Months  
                                                      Ended March 31,     
                                                  1995           1996         
CASH FLOWS FROM FINANCING ACTIVITIES:           (Unaudited)   (Unaudited)
                                                              (Restated)
  Payment of deferred stock offering costs      $    -       $    -      
  Borrowings of long-term debt                       -         337,379
  Loans to related parties                           -            (438)
  Borrowings from related parties                    -          38,415
  Principal payments on long-term debt            (72,372)    (154,325)

     Cash Provided (Used) by Financing Activities (72,372)     221,031     

NET INCREASE (DECREASE) IN CASH                    24,320       38,021 

CASH AND CASH EQUIVALENTS,
  BEGINNING OF PERIOD                               7,103         -      

CASH AND CASH EQUIVALENTS,
  END OF PERIOD                                  $ 31,423    $  38,021 

CASH PAID FOR:

  Interest                                       $ 31,987    $  75,717 
  Income taxes                                   $   -       $    -      
                                                  

NON-CASH FINANCING ACTIVITIES:

  Common stock issued for services               $150,000    $  24,000 
  Conversion of debentures to equity             $   -       $  50,000 
  Warrants issued for loan acquisition costs     $   -       $ 774,000 

<PAGE>
                            TRANS ENERGY, INC.
              Notes to the Consolidated Financial Statements 
                   December 31, 1995 and March 31, 1996

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       a.  Organization

       The Company was originally incorporated in the State of
       Idaho on January 16, 1964 under the name of Alter Creek
       Mining Company, Inc.

       The Company was engaged in mining activities in the 1960's. 
       The Company was inactive for several years but started up
       operations again in August of 1987.  The Articles of
       Incorporation were reinstated on September 4, 1987.  On
       January 11, 1988, the Company changed its name to Apple
       Corporation.  In 1988, the Company acquired oil and gas
       leases and other assets from Ben's Run Oil Company (a
       Virginia limited partnership) and has since engaged in the
       business of oil and gas production.

       At a meeting on September 22, 1993, the shareholders
       approved a reverse stock split of  the outstanding common
       shares at a rate of 2 shares for every 5 shares
       outstanding.  This reduced the outstanding shares to
       1,024,122.  All references to shares outstanding and
       earnings per share have been retroactively restated to
       reflect the reverse stock split.

       The shareholders also approved the acquisition of certain
       oil and gas assets and stock in exchange for stock of the
       Company.  On November 15, 1993, the following shares were
       issued; 250,000 shares of common stock to the shareholders
       of The Pipeline, Ltd, 500,000 shares of common stock to the
       shareholders of Ritchie County Gathering Systems, Inc. and
       750,000 shares to the majority shareholders of Tyler
       Construction Company, Inc.  The acquisition was accounted
       for as a combination under the purchase method of
       accounting using predecessor cost.  Predecessor cost was
       used because the owners of the acquiring company are
       substantially the same as the owners of the acquired
       companies.  In other words, they are considered to be co-
       promoters.

       On November 5, 1993, the Board of Directors caused to be
       incorporated in the State of Nevada, a new corporation by
       the name of Trans Energy, Inc., with the specific intent of
       effecting a merger between Trans Energy, Inc. of Nevada and
       Apple Corp. of Idaho, for the sole purpose of changing the
       domicile of the Company to the State of Nevada.  On
       November 15, 1993, Apple Corp. and the newly formed Trans
       Energy, Inc. executed a merger agreement whereby the
       shareholders of Apple Corp. exchanged all of their issued
       and outstanding shares of common stock for an equal number
       of shares of Trans Energy, Inc. common stock.  Trans
       Energy, Inc. was the surviving corporation and Apple Corp.
       was dissolved. 

       On November 15, 1993, the Company also purchased certain
       oil and gas assets of Dennis Spencer.  The purchase price
       was 500,000 shares of the Company's common stock.  This
       acquisition of the subsidiary has been accounted for using
       the purchase method of accounting which is based on the
       market value of the assets acquired at the time of
       acquisition.  As a result of these transactions, there were
       3,024,122 shares of common stock issued and outstanding at
       December 31, 1994.

<PAGE>
                            TRANS ENERGY, INC.
              Notes to the Consolidated Financial Statements 
                   December 31, 1995 and March 31, 1996

NOTE 1 - SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (Continued)

       b.  Accounting Method

       The Company's financial statements are prepared using the
       accrual method of accounting.  The successful efforts
       method of accounting is used for oil and gas exploration
       and production activities which states that total net
       capitalized costs, as a minimum test, may not exceed future
       undiscounted net cash flows.  In any period that total net
       capitalized costs exceed future undiscounted net cash
       flows, the excess will be charged to current operations. 
       The Company has elected a calendar year end.

       Oil purchased for resale is recorded at cost and carried in
       inventory when it is collected from the supplier.  The sale
       is recorded when the oil is delivered to the pipeline.

       c.  Prior Period Adjustments

       The results of operations for the three months ended March
       31, 1996 have been restated to correct the application of
       accounting principles related to the treatment of the value
       of additional shares pursuant to the extension of
       convertible debentures and the valuation of Bridge Warrants
       issued in March 1996.  The effect of the related
       adjustments increased net loss before extraordinary items
           by $187,910     for the three months ended March
       31, 1996.       The effect of the related adjustments increased
       net loss by $178,354 for the three months ended March 31, 1996.
             Primary and fully diluted loss per share for the three months
       ended March 31, 1996 both increased before and after
       extraordinary income (loss) by    $(0.05)     per share,     as
       a result of the related adjustments.  The effect of the adjustments
       on primary and fully diluted income (loss) per share for extraordinary
       income (loss) was negligible for the three months ended 
       March 31, 1996.    

       d.  Loss per Share of Common Stock

       The loss per share of common stock is based on the weighted
       average number of shares issued and outstanding at the date
       of the financial statements.  

       e.  Provision for Taxes

       At December 31, 1995, and March 31, 1996 the Company had
       net operating loss carryforwards totaling approximately
       $3,100,000 and $3,400,000, respectively, may be offset
       against future taxable income through 2011.  No tax benefit
       has been reported in the financial statements, because the
       potential tax benefits of the net operating loss
       carryforwards is offset by a valuation allowance of the
       same amount.

       f.  Cash Equivalents

       The Company considers all highly liquid investments with a
       maturity of three months or less when purchased to be cash
       equivalents.

       g. Principles of Consolidation

       The consolidated financial statements include the Company
       and its wholly owned subsidiaries, Ritchie County Gathering
       Systems, The Pipeline Ltd., Dennis Spencer Wells, its 65%
       owned subsidiary, Tyler Construction Company, Inc. and its
       80% owned subsidiary, Vulcan Energy Corporation.  All
       significant intercompany accounts and transactions have
       been eliminated. 

<PAGE>
                             TRANS ENERGY, INC.
               Notes to the Consolidated Financial Statements
                    December 31, 1995 and March 31, 1996

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

       h. Depreciation

       Fixed assets are stated at cost.  Depreciation on vehicles,
       pipelines, machinery, equipment and well equipment is
       provided using the straight line method over expected useful
       lives of five to fifteen years.  Wells are being depreciated
       using the units-of-production method on the basis of total
       estimated units of proved reserves.

       i. Accounts Receivable

       Accounts receivable are shown net of the allowance for
       doubtful accounts.  This amount was determined to be $9,700
       at December 31, 1995 and March 31, 1996 after writing off
       all accounts determined to be uncollectible.

       j. Inventory

       Inventory at December 31, 1995 and March 31, 1996 consists
       of crude oil held for resale and is stated at the lower of
       cost (computed on a first-in, first-out basis) or market.

       k. Goodwill

       Goodwill was recorded from the purchase of Vulcan Energy
       Corporation on August 7, 1995 (see Note 2).  The amount is
       amortized using the straight-line method over a useful life
       of five years.  Accumulated amortization at December 31,
       1995 and March 31, 1996 was $63,240 and $101,184,
       respectively.

       l. Deferred Stock Offering Costs

       The Company has capitalized the costs incurred in connection
       with its proposed stock offering.  The costs will be charged
       to paid-in capital upon completion of the offering.

NOTE 2 - FIXED ASSETS

       The Company acquired oil and gas leases from Ben's Run Oil
       Company (a Virginia limited partnership) in 1988 along with
       other assets and liabilities in exchange for shares of the
       Company's common stock. 

       The assets were recorded at predecessor cost since the
       former owners of Ben's Run Oil Company became the
       controlling shareholders of the Company.  The assets
       acquired had been fully amortized or depreciated. 
       Therefore, they were recorded at a cost of $0.

       In January of 1989 the Company acquired interests in oil and
       gas producing properties from Black Petroleum Corporation
       (Black). In exchange for the interests acquired, the Company
       paid $100,000 cash, 160,790 shares of common stock and
       assumed certain liabilities of Black.  The value of the
       stock issued was based on the estimated fair market value of
       the properties acquired less cash paid and liabilities
       assumed.  The purchase price for oil and gas properties
       totaled $2,015,109.  The purchase price also included the
       payment of an 18 3/4 percent override royalty on all future
       revenues from the properties in which Black had a 50 percent
       or greater interest and 25 percent of the net revenues of
       all properties in which Black had a less than 50 percent
       interest together with an agreement affecting all future
       issuances of capital stock by the Company.  This agreement
       requires that, at all times, Black is entitled to maintain
       a 20 percent equity interest in the Company.  This
       requirement expired on January 30, 1994.  The cost of the
       Black properties was recorded net of the royalty.  The
       acquisition included interests in wells located in Texas,
       Oklahoma, Kansas, and West Virginia.  Shortly after the
       acquisition from Black, the Company sold its interests in
       all the wells located in Texas, Oklahoma and Kansas for a
       total of $37,920 in cash.  The Company then had a formal
       study and appraisal of the oil and gas reserves performed on
       the West Virginia properties.  Based

<PAGE>
                            TRANS ENERGY, INC.
              Notes to the Consolidated Financial Statements
                   December 31, 1995 and March 31, 1996

NOTE 2 - FIXED ASSETS (Continued)

       upon this study and appraisal, the Company estimated the
       fair market value of the properties to be $2,015,109 at the
       time of acquisition.  However, due to the uncertainties
       involved in estimating oil and gas reserves, there is no
       assurance that the Company will fully recover this amount
       recorded as the investment in the properties.
  
       On November 15, 1994, the Company acquired six oil and gas
       wells at a cost of $1,082,222 and other equipment totaling
       $8,710 from Dennis Spencer in exchange for shares of the
       Company's common stock.  All assets were recorded at their
       market value (which was approximately the same as book
       value) at the time of acquisition based on the purchase
       method of accounting.  
       Based upon the reserve estimates, depletion and
       depreciation on these properties and the related equipment
       is computed under the units-of-production method as
       required by generally accepted accounting principles.  In
       1994 and 1993, the Company refurbished a number of wells. 
       In 1995, the Company obtained a reserve study which showed
       that the oil and gas reserves are higher than originally
       reported because the fix-up work allowed the producing
       wells to produce greater quantities and put some non-
       productive wells into production.  

       During 1994, the Company purchased leasehold acreage in
       Ohio known as Rose Run for $287,000.  The acreage was
       purchased from shareholders of the Company in part for
       forgiveness of receivables from those shareholders.  The
       balance of the purchase price of $135,867 is carried on the
       books as a related party loan payable.

       On August 7, 1995, the Company purchased 80 percent of the
       issued and outstanding stock of Vulcan Energy Corporation,
       a Texas corporation, for $1,100,000 including the
       assumption of $300,000 in debt to a customer of Vulcan. 
       Vulcan will continue to operate as a subsidiary of the
       Company.  Vulcan Energy is located twenty miles southwest
       of San Antonio and is engaged in the oil gathering and
       marketing business.

NOTE 3 - LONG-TERM DEBT

       The Company had the following debt obligations at December
       31, 1995 and March 31, 1996:

                                                     December 31,  March 31, 
                                                         1995        1996    
                                                                  (Unaudited)
    Convertible Debentures (Note 5)                    $ 50,000    $    -     

    Bank of Paden City, secured by gas pipeline,
      interest and principal payments of $1,846 due
      monthly at 9.0% interest beginning March 1994.      7,505        2,096

    Calhoun County Bank, secured by oil and gas
      well interests, payable in monthly installments
      of $3,136 including interest at variable rates,
     (lender's base rate of 9.75% as of December
     31, 1995) matures June 1, 1996.                     59,472       57,813

    Balance forward                                    $116,977     $ 59,909

<PAGE>
                            TRANS ENERGY, INC.
              Notes to the Consolidated Financial Statements
                   December 31, 1995 and March 31, 1996

NOTE 3 -      LONG-TERM DEBT (Continued)

                                                       December 31,  March 31, 
                                                         1995           1996    
                                                                     (Unaudited)

    Balance forward                                     $116,977    $ 59,909

    Calhoun County Bank, secured by oil and gas well
      interests, payable in monthly installments of
      $1,029 including interest at variable rates,
     (lender's base rate  of 9,75% as of December 31,
     1995) matures February 13, 1996.                      9,164       8,363

    Calhoun County Bank, secured by oil and gas well
      interests, payable in monthly installments of $3,651
      including interest at variable rates, (lender's 
      base rate of 9,75% as of December 31, 1995) matures
      February 19, 1996.                                  43,359      40,433

    New York Life, secured by cash value in policy,  
     principal and interest payments of $480 per
     month at 7.25% interest rate.                        18,617      18,617

    Wesbanco Bank, secured by oil and gas wells, 
     principal and interest payments of $841 at 
     12.5% interest rate, matures October 11, 1997.       17,328      15,107

    Wesbanco Bank, secured by vehicle,
     principal and interest payments of $155 at
     10.25% interest rate, matures September 30, 1997.     3,115       2,700

    First National Bank of St. Marys, $9,244 payable
     monthly, 12.5% interest rate, secured by equipment. 657,632     650,106

    Union Bank of Tyler County, interest at 11.5% due
     quarterly, renewable, secured by equipment.          19,810      19,810

    Note due private company, principal and interest
      of $163 payable monthly, interest rate of
      10.75%, secured by vehicle.                          4,997       4,394

    United National Bank, interest payable
      quarterly, variable rate (prime 1% or 9.75% as of 
                  December 31, 1995), principal payment
      of $50,000 due annually, secured by equipment.     285,000     285,000

    Note due private individual, secured by officers'
      personal guarantee, due March 15, 1997,
      interest due monthly at 12%.                       100,000     100,000

    Balance forward                                   $1,275,999  $1,207,139

<PAGE>
                            TRANS ENERGY, INC.
              Notes to the Consolidated Financial Statements
                   December 31, 1995 and March 31, 1996

NOTE 3 - LONG-TERM DEBT (Continued)
                                                     December 31,  March 31, 
                                                          1995       1996    
                                                                  (Unaudited)
    Balance forward                                  $1,275,999   $1,207,139

    Bank of Paden City, secured by officers'
      personal assets, demand note, interest
      payments due monthly at 9.75%.                    100,000       79,064

    Note due private individual, secured by
      officers' personal guarantee, due May 31,
      1997, interest due monthly at 12%.                150,000      150,000

    Note due private company, secured by officers'
      personal assets, due on October 15, 1997,
      with interest at 18%.                             135,000       92,725

    Note due private company, secured by officers
      guarantee, due June 30, 1997, with interest
      at 18%.                                           100,000       53,200

    Notes due Secured Promissory Note Holders, 
      secured by accounts receivable, due April
      24, 1997, with interest at 12%.                   300,000      600,000

    Note payable to Ross Forbus in equal monthly
      installments of $6,529 with interest at 7.5%,
      secured by assets of subsidiary, matures on
      September 22, 2005.                               545,909      536,555

    Bank of Paden City, secured by officers personal
      assets, matures on August 19, 1996, interest
      due monthly at 10%.                                30,200       30,200

    Demand Note due Petrol Marketing Corporation
       on October 31, 1995 with no stated interest rate. 50,000       50,000

    Various equipment purchase contracts secured
      by vehicles.                                       82,354      106,332

         Less Current Portion                          (554,540)    (947,213)

         Total Long-Term Debt                        $2,214,922   $1,955,302

    In March 1996 the Company completed a bridge financing of
    $600,000 of Unsecured Notes and 330,000 Bridge Warrants. 
    Of the $600,000 in Unsecured Notes, $270,000 of the
    previously secured note holders converted to Unsecured Note
    holders.  Under the terms of the Unsecured Notes, interest
    is accrued at the rate of 12% per annum.  The principal is
    due and payable upon completion of the Company's proposed
    public offering or on March 21, 1997.  See Note 8 for a
    discussion regarding the Bridge Warrants. 

<PAGE>
                            TRANS ENERGY, INC.
              Notes to the Consolidated Financial Statements
                   December 31, 1995 and March 31, 1996

NOTE 3 -      LONG-TERM DEBT (Continued)

    Schedule of Maturities

       1996                                 $554,540 
       1997                                  954,785 
       1998                                  160,735 
       1999                                  143,938        
       2000 and thereafter                   955,464 

          Total                           $2,769,462 

NOTE 4 - BOND

    Under the laws of the state of West Virginia, the Company
    is required to place funds in a deposit account with the
    state when drilling for oil and gas reserves.  The Company
    placed $50,000 in this reserve fund.  This fund has been
    established to cover future site restoration, dismantlement
    and abandonment costs.  No additional restoration costs
    have been recorded due to the fact the Company does not own
    the land and its involvement will be minimal.

NOTE 5 - CONVERTIBLE DEBENTURES

    The Company assumed obligations on debentures issued by
    Ben's Run Oil Co. during 1988.  The remaining debenture,
    having a total face value of $50,000, was due on April 1,
    1996.  Subsequent to December 31, 1995, the $50,000
    debenture was converted into 55,555 shares of common stock. 
    As an incentive to the debenture holder for extending the
    due date of the debenture, on December 1, 1995 they were
    given the right to receive the number of post-split shares
    they were to have received pre-split.  The value of the
    additional shares issued has been recorded as loan costs
    and amortized over the period until the debenture was
    converted.

NOTE 6 - RELATED PARTY TRANSACTIONS

    a.  Loans

    At the end of December 1995, there were several related
    party loans payable and loans receivable outstanding.  The
    receivable amount is non-interest bearing and considered
    short-term in nature.  The payable amount is also non-
    interest bearing and considered long-term in nature.  Loans
    receivable at December 31, 1995 and March 31, 1996 totalled
    $14,899 and $15,337, respectively.  Loans payable at
    December 31, 1995 and March 31, 1996 totalled $683,586, and
    $722,002, respectively.  

    b.  Management Agreement

    A Company owned by an officer of The Company's subsidiary
    Vulcan Energy Corporation (Vulcan) owns the remaining 20%
    of Vulcan's stock.  The management company is entitled to
    a management fee of $252,000 per year and 20% of net
    profits before taxes loss 20% of the principal paid to the
    seller of Vulcan.  This 20% net profits interest has had no
    effect on the Company's financial statements since the
    subsidiary has generated a net loss up through March 31,
    1996.

<PAGE>
                            TRANS ENERGY, INC.
              Notes to the Consolidated Financial Statements
                   December 31, 1995 and March 31, 1996

NOTE 7 - ECONOMIC DEPENDENCE AND MAJOR CUSTOMERS

    The Company is provided its office space at no cost by
    Sancho Oil and Gas Corporation (Sancho),a company owned by
    one of its major shareholders.  The Company's marketing
    arrangement with Sancho accounted for approximately 45% of
    the Company's revenue for the year ended December 31, 1995. 
    This marketing agreement is in effect until December 1,
    2003. Another customer also generated sales in excess of
    10% of the Company's total sales.  Sales to this customer
    made up approximately 14% of net revenues in 1995.   No
    other single customer accounted for more than 10% of the
    Company's business.

    In addition to the natural gas produced by the Company's
    wells, it also purchased natural gas.  Approximately 33% of
    the amount purchased by the Company was from Key Oil
    pursuant to a certain marketing agreement.  No other
    supplier accounted for more than 10% of the Company's
    natural gas purchasers.

NOTE 8 - COMMON STOCK OPTIONS AND WARRANTS

    On October 1, 1995, the Company issued an option to a
    consultant to purchase 100,000 shares of its common stock
    at $0.001 per share.  The option was valued at the
    difference between the exercise price and the trading price
    of the shares.  Accordingly the Company incurred $275,000
    of customary fees in 1995.  On March 29, 1996, the
    consultant returned the option for cancellation.  The
    option was not exercised and was cancelled without
    consideration, therefore the cancellation was accounted for
    as a decrease of paid in capital and the related asset.

    The Company also received $5,000 during December of 1995
    for the purchase of 500,000 Bridge Warrants at $0.01 per
    Warrant.  The Company issued 48,750 additional Bridge
    Warrants as compensation for the sale of the Bridge
    Warrants which were later surrendered to the Company for no
    consideration.  The Bridge Warrants were valued at the
    average trading price when issued and expensed to interest
    during the year ended December 31, 1995. The Bridge
    Warrants are convertible into 1 share of common stock at
    $0.50 per share for up to eighteen months.  Upon the
    effective registration of the Company's proposed stock
    offering (Note 10), the $0.50 common stock conversion
    option of the Bridge Warrants will terminate and the Bridge
    Warrants will automatically convert into 2 Redeemable
    Warrants exercisable at 110% of the proposed offering price
    which will be approximately $5.00 per share.

    In connection with the extension of the due date of a note
    payable the Company granted the noteholder a warrant to
    purchase up to 50,000 shares of the company's common stock
    at $2.25 per share.

    The Company issued 330,000 Bridge Warrants in March 1996 in
    conjunction with the completion of a $600,000 bridge
    financing composed of Unsecured Notes (See Note 3).  These
    Bridge Warrants are exercisable for 18 months form the date
    of issue and entitle the holder thereof to purchase 1 share
    of common stock at $0.50 per share.  The Bridge Warrants
    were valued at the average trading price when issued and
    are being amortized to interest expense over 12 months. 
    Upon the effective registration for the Company's proposed
    stock offering (Note 10), the $0.50 common stock conversion
    option of these Bridge Warrants will terminate and the
    Bridge Warrants will automatically convert into 2
    Redeemable Warrants exercisable at 110% of the proposed
    offering price which will be approximately $5.00 per share. 
    If the Bridge Warrants are converted, the unamortized
    balance of the cost will be expensed immediately.

<PAGE>
                            TRANS ENERGY, INC.
              Notes to the Consolidated Financial Statements
                   December 31, 1995 and March 31, 1996

NOTE 9 - COMMITMENTS AND CONTINGENCIES

    The Company leases office space at its Dallas location
    under a one year noncancellable operating lease at $1,747
    per month.  The lease term expires in February 1997.

NOTE 10 - GOING CONCERN

    The Company's financial statements are prepared using
    generally accepted accounting principles applicable to a
    going concern which contemplates the realization of assets
    and liquidation of liabilities in the normal course of
    business. The Company has incurred operating losses for the
    years ended December 31, 1995, 1994 and 1993.  Revenues
    have not been sufficiently established to cover its
    operating costs and to allow it to continue as a going
    concern.  The Company, having recently purchased an 80%
    equity ownership of Vulcan Energy Corporation (the
    Subsidiary), has replaced management and recapitalized the
    Subsidiary with a $200,000 working capital infusion.  The
    Company has also entered into a letter of intent with L.B.
    Saks, Inc., a New York investment firm, to do an
    underwriting for a minimum of $3,000,000.  The Company
    believes that the acquisition and the proceeds from the
    public offering will help the Company continue as a going
    concern.

NOTE 11 - OTHER TRANSACTIONS

    a.  Line of Credit

    In 1996, the Company obtained a $1,000,000 line of credit
    with a lending institution.  Interest accrues on the unpaid
    balance at varying rates depending on the outstanding
    balance.  The line of credit will be used by Vulcan to
    secure purchases of oil.

    b.  Forgiveness of Debt

    In February 1996, $20,000 of the management fee payable by
    Vulcan was forgiven by the management company.

NOTE 12 - CONSOLIDATED PROFORMA STATEMENTS OF OPERATIONS

    The historical information contained herein has been
    consolidated on a proforma basis.  The purchase of oil and
    gas assets from Vulcan Energy Corporation as described in
    Notes 1 and 2 was effective August 7, 1995.  The purchase
    has been presented as though it was effective January 1,
    1995.  All significant accounting policies for Vulcan
    Energy Corporation are the same as the Company's as defined
    in Note 1.  No proforma adjustments for depreciation and
    depletion have been recorded because the market value of
    Vulcan Energy Corporation is approximately the same as
    predecessor cost.

<PAGE>
                              TRANS ENERGY, INC.
                Notes to the Consolidated Financial Statements
                     December 31, 1995 and March 31, 1996

NOTE 12 - CONSOLIDATED PROFORMA STATEMENTS OF OPERATIONS (Continued)

                                              For the Year Ended 
                                               December 31, 1995   

                              Vulcan          Trans      
                              Energy        Energy and                 Proforma
                           Corporation     Subsidiaries  Adjustments   Combined
                                            (Restated)               (Restated) 
    OIL AND GAS SALES       $1,622,955     $ 2,828,162  $     -     $ 4,451,117

    COST AND EXPENSES

      Cost of oil and gas    1,493,811       2,392,907        -       3,886,718
      Salaries and wages       142,444         178,558        -         321,002
      Depreciation, depletion
       and amortization         11,303         228,692     105,500      345,495 
      Selling, general and
       administrative           59,993       1,833,338        -       1,893,331

         Total Costs and
               Expenses      1,707,551       4,633,495     105,500    6,446,546

    INCOME (LOSS) 
          FROM OPERATIONS      (84,596)     (1,805,333)   (105,500)  (1,995,429)

    OTHER INCOME (EXPENSE)

      Interest income              697             444        -           1,141 
      Interest expense          (1,004)       (347,282)   (112,006)    (460,292)
      Gain on disposition
            of assets            7,683           2,046        -           9,729 
      Bad debt expense            (500)        (44,550)       -         (45,050)

         Total Other Income 
             (Expense)           6,876        (389,342)   (112,006)    (494,472)

    NET INCOME (LOSS) BEFORE
     MINORITY INTERESTS        (77,720)    (2,194,675)   (217,506)  (2,489,901)

    MINORITY INTERESTS            -            (10,403)       -         (10,403)

    NET INCOME (LOSS)         $(77,720)    $(2,205,078) $ (217,506) $(2,500,304)

    EARNINGS (LOSS)
           PER SHARE          $  (0.02)    $     (0.71) $    (0.07) $     (0.80)

<PAGE>
                              TRANS ENERGY, INC.
                    S.F.A.S.  69  Supplemental Disclosures
                     December 31, 1995 and March 31, 1996
                                 (Unaudited)


S.F.A.S. 69  SUPPLEMENTAL DISCLOSURES


    (1)                 Capitalized Costs Relating to
                       Oil and Gas Producing Activities
                                       
                                             December 31,         March 31,  
                                               1995                  1996      
                                                                 (Unaudited)
    Proved oil and gas producing properties 
     and related lease and well equipment    $3,733,388          $3,733,388     
    Accumulated depreciation and depletion     (390,540)           (404,352)

    Net Capitalized Costs                    $3,342,848          $3,329,036     


    (2)            Costs Incurred in Oil and Gas Property 
            Acquisition, Exploration, and Development Activities 

                                             For the         For the Three
                                           Year Ended         Months Ended
                                          December 31,          March 31,
                                             1995                1996     
                                                             (Unaudited)
    Acquisition of Properties
       Proved                              $    -             $    -      
       Unproved                              100,000               -      
    Exploration Costs                           -                  -      
    Development Costs                           -                  -      


    The Company does not have any investments accounted for by the
    equity method.

<PAGE>
                              TRANS ENERGY, INC.
                    S.F.A.S.  69  Supplemental Disclosures
                     December 31, 1995 and March 31, 1996
                                 (Unaudited)

S.F.A.S.  69 SUPPLEMENTAL DISCLOSURES (CONTINUED)

    (3)                   Results of Operations for
                             Producing Activities

                                             For the     For the Three
                                           Year Ended    Months Ended
                                           December 31,   March 31, 
                                                1995        1996      
                                                         (Unaudited)

    Sales                                     $205,152  $  68,794 

    Production costs                          (110,141)   (36,934)
    Depreciation and depletion                 (10,556)    (2,639)

    Results of operations
     for producing activities
     (excluding corporate
     overhead and interest
     costs)                                   $ 84,455  $  29,221 


    (4)                  Reserve Quantity Information

                                                  Oil       Gas      
                                                  BBL       MCF     
    Proved developed and undeveloped reserves:

    Balance, December 31, 1994                 200,485  1,457,405 

        Production                              (1,103)   (89,874)
           Quantity estimates made                (312)   422,123

    Balance, December 31, 1995                 199,070  1,789,654
      (Unaudited)

        Production                                (711)   (13,147)
        Quantity estimates made                   -          -      

    Balance, March 31, 1996                    198,359  1,776,507

       Proved developed reserves:
                                                 Oil       Gas      
                                                 BBL       MCF     

         Beginning of the year 1995            200,485  1,457,405
         End of the year 1995                  199,070  1,789,654
         Beginning of the year 1996            199,070  1,789,654
         End of March 1996                     198,359  1,776,507

<PAGE>
                              TRANS ENERGY, INC.
                     S.F.A.S 69 Supplemental Disclosures
                     December 31, 1995 and March 31, 1996

S.F.A.S 69 SUPPLEMENTAL DISCLOSURES (CONTINUED)

(4)                Reserve Quantity Information (Continued)

During 1995, 1992, 1991 and 1990, the Company had reserve studies and
estimates prepared on the various properties acquired from Black
Petroleum Corporation.  The difficulties and uncertainties involved in
estimating proved oil and gas reserves makes comparisons between
companies difficult.  Estimation of reserve quantities is subject to
wide fluctuations because it is dependent on judgmental interpretation
of geological and geophysical data.

(5)                   Standardized Measure of Discounted
                      Future Net Cash Flows Relating to
                         Proved Oil and Gas Reserves

                             At December 31, 1995

                                                       Trans Energy
                                                           and      
                                                       Subsidiaries 
Future cash inflows                                     $19,846,963
Future production and development costs                  (7,125,060)
Future net inflows before income taxes                   12,721,903
Future income tax expense                                (4,325,447)
Future net cash flows                                     8,396,456
10% annual discount for estimated timing of cash flows   (4,332,571)

Standardized measure of discounted future net cash flows $4,063,885


                              At March 31, 1996
                                 (Unaudited)
                                                       Trans Energy
                                                        and      
                                                       Subsidiaries 
Future cash inflows                                     $19,778,169
Future production and development costs                  (7,088,126)
Future net inflows before income taxes                   12,690,043
Future income tax expense                                (4,314,615)
Future net cash flows                                     8,375,428
10% annual discount for estimated timing of cash flows   (4,343,403)

Standardized measure of discounted future net cash flows $4,032,025 

Future income taxes were determined by applying the statutory income tax
rate to future pre-tax net cash flow relating to proved reserves.

<PAGE>
                              TRANS ENERGY, INC.
                     S.F.A.S 69 Supplemental Disclosures
                     December 31, 1995 and March 31, 1996

S.F.A.S 69 SUPPLEMENTAL DISCLOSURES (CONTINUED)

The following schedule summarizes changes in the standardized measure of
discounted future net cash flow relating to proved oil and gas reserves:

                                              For the            For the Three
                                            Year Ended           Months Ended
                                           December 31,            March 31, 
                                               1995                  1996     
                                                                   (Unaudited)

Standardized measure, beginning of year      $3,602,626          $ 4,063,885 
Oil and gas sales, net of production costs     (107,818)             (31,860)
Sales of mineral in place                          -                    -     
Quantity estimates made                         569,077                 -     

Standardized measure, end of period          $4,063,885          $ 4,032,025

The above schedules relating to proved oil and gas reserves,
standardized measure of discounted future net cash flows and changes in
the standardized measure of discounted future net cash flows have their
foundation in engineering estimates of future net revenues that are
derived from proved reserves and with the assumption of current pricing
and current costs of production for oil and gas produces in future
periods.  These reserve estimates are made from evaluations conducted by
Sam M. Deal, and independent geologist, of such properties and will be
periodically reviewed based upon updated geological and production date. 
Estimates of proved reserves are inherently imprecise.  The above
standardized measure does not include any restoration costs due to the
fact the Company does not own the land.

Subsequent development and production of the Company's reserves will
necessitate revising the present estimates.  In addition, information
provided in the above schedules does not provide definitive information
as the results of any particular year but, rather, helps explain and
demonstrate the impact of major factors affecting the Company's oil and
gas producing activities.  Therefore, the Company suggests that all of
the aforementioned factors concerning assumptions and concepts should be
taken into consideration when reviewing and analyzing this information.

(6)                     Earning (Loss) Per Share Data

                                            December 31,          March 31,  
                                                1995                1996      
                                             (Restated)          (Unaudited)
                                                                 (Restated)
Primary earnings (loss) per share                                
  Weighted average outstanding shares         3,116,435            3,217,159
  Income (loss) before extraordinary income  $    (0.71)          $    (0.11)
  Extraordinary income                       $     -              $     NIL

Fully diluted earnings (loss) per share
  Weighted average outstanding shares         3,182,415            3,217,159
  Income (loss) before extraordinary income  $    (0.71)          $    (0.11)
  Extraordinary income                       $     -              $     NIL

<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 periods ended March 31,
1996 and 1995.  It should be noted that percentages discussed throughout
this analysis are stated on an approximate basis.
                                               Three Months Ended
                                                       March 31,     
                                                      1996   1995 
                                                      (Unaudited)
  Total revenues . . . . . . . . . . . . . . .        100 %   100 %
  Total costs and expenses . . . . . . . . .          150     106  
  Net income (loss) before income taxes 
    and minority interest and extraordinary
    income. . . . . . . . . . . . . . . . . . .       (50)    (13) 
  Income taxes . . . . . . . . . . . . . . . .          -       -  
  Minority interest. . . . . . . . . . . . . .          2      (2) 
  Extraordinary income (loss). . . . . . . . .          1       -  
  Net income (loss). . . . . . . . . . . . . .        (47)    (15) 
                              

Results of Operations

  Total revenues for the three months ended March 31, 1996 ("first
quarter of 1996") increased 36% when compared with the three months
ended March 31, 1995 ("first quarter of 1995").  This increase is
attributed to the corresponding 36% improvement in oil and gas sales for
the same period due to the increase in certain natural gas prices for
gas sold by the Company and the additional revenues realized from the
operations of Vulcan Energy Corporation ("Vulcan"), acquired by the
Company on August 7, 1995.  These results were partially offset by the
Company's decision not to purchase gas from its suppliers at a price
higher than management believed it could resell the gas.  Total costs
and expenses as a percentage of total revenues increased from 126% in
the first quarter of 1995 to 150% for the first quarter of 1996,
corresponding with the 62% increase in actual costs and expenses
for the first quarter of 1996 compared to the 1995 period.  This
increase is primarily attributed to the 66% increase in cost of oil and
gas produced due to the higher oil and gas sales in the first quarter of
1996.  Also contributing to the increase in total costs and expenses for
the first quarter of 1996 was the 201% increase in depreciation and
depletion from the corresponding 1995 period, and the 360%
increase in interest expense, both due to the acquisition of Vulcan and
the fact that the acquisition resulted in increased borrowings.  Selling,
general and administrative expenses increased 32% for the first quarter
of 1996 primarily attributed to increased losses in the operation of
Vulcan and to additional expenses incurred in preparation for
anticipated increased revenues.  These increases in costs and expenses
for the first quarter of 1996 were partially offset by the 56% decrease
in salaries and wages.

  The Company's minority interests were $15,960 for the first quarter
of 1996 compared to a negative $13,425 for the first quarter of 1995,
due to losses by a 65% owned subsidiary.  The Company's net loss for the
first quarter of 1996 was $362,961 compared to $159,728
for the first quarter of 1995.  Despite the 36% increase in oil and gas
sales for the first quarter of 1996, the Company's realized an increase
in net loss attributed primarily to the 201% increase in depreciation
and depletion, the 32% increase in selling, general and
administrative expenses due to increased expenses in preparation of
anticipated increased revenues from Vulcan,  and the 360% increase in
interest expense due to the issuance of additional shares to the
Debenture Holders as consideration for extending the due date of said
Debentures.

  For the remainder of fiscal year 1996, management expects salaries
and wages and other general and administrative expenses to  increase
as compared to the first quarter of 1996.  The cost of oil and gas
produced is expected to fluctuate with the amount produced and with
prices of oil and gas, and management anticipates that revenues are
likely to increase during the remainder of 1996.

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 March 31, 1996 of a negative $1,214,022 decreased
from a negative $862,222 at December 31, 1995.  This change is primarily
attributed to the maturity dates of certain loans to the Company which
will become due in less than one year from March 31, 1996.  The decrease
in working capital was partially offset by increased revenues which
increased accounts receivable 28% from $328,012 on December 31, 1995 to
$419,059 on March 31, 1996.

  The Company anticipates meeting its working capital needs during
the remainder of the current fiscal year with revenues from operations
and from anticipated proceeds from a proposed public offering of the
Company's securities.  The Company has entered into a letter of intent
with L.B. Saks, Inc., a New York investment firm, to conduct an
underwriting for a minimum of $3,000,000, which most likely will occur
during the fourth quarter of 1996 although there can be no
assurance that such an offering will be successfully completed.  If the
Company is unable to realize funds from the sale of its securities or
from private lenders, management believes that the Company can continue
operations of its existing wells and oil and gas gathering operations. 
By maximizing current production and minimizing expenses, management
believes the Company can continue its operations for an extended period
until additional funding can be arranged.

  As of March 31, 1996, the Company had total assets of
$7,183,826 and total stockholders' equity of $2,771,226,
compared to total assets of $6,705,278 and total stockholders'
equity of $2,561,187 at December 31, 1995.  This represents a
$478,548 (7%) increase  in total assets and a $210,039 (8%)
increase in total stockholders equity for the period.  For this same
period, cash increased from $0 to $38,021 and total current assets
increased 45% due to increased cash and the increase in accounts
receivable.  Total current liabilities increase 42%  primarily
attributed to certain loans of the Company which become due in less than
one year from March 31, 1996.  For the first quarter of 1996, the
Company experienced a negative cash flows from operating activities of
$160,277, compared to net cash provided by operating activities of
$96,692 for the first quarter of 1995.  These results are primarily
attributed to the Company's net loss for the first quarter of 1996 and
increase in accounts receivable of $91,047.

  At March 31, 1996, the Company's current portion of its long term
debt was $947,213.  In 1995 and 1996, certain outstanding convertible
debentures having a face value of $95,000 plus accrued interest 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 1996 from operating revenues generated by
the Company and from its proposed public offering.

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

                                   PART II

Item 1.     Legal Proceedings

    There are presently no material pending legal proceedings to
which the Company or any of  its subsidiaries is a party or to which any
of its property is subject and, to the best of its knowledge, no such
actions against the Company are contemplated or threatened.

Item 2.     Changes In Securities

    This Item is not applicable to the Company.

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

       No report on Form 8-K was filed by the Company during the
        three month period ended March 31, 1996.

<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:  December 17, 1996                  By   /S/ Loren E. Bagley   
                                               (Signature)
                                            LOREN E. BAGLEY, President
                                            and Chief Executive Officer




Date:  December 17, 1996                  By   /S/  Dennis L. Spencer 
                                               (Signature)
                                             Dennis L. Spencer, Secretary
                                             and Director
                                            (Chief Financial Officer)
                                            (Principal Accounting Officer)