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 March 31, 2004

                                       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 March 31, 2004

Common Stock, $.001 par value                            293,566,131

                                      -1-
<PAGE>
<TABLE>
<CAPTION>

                                                 TABLE OF CONTENTS

Heading                                                                                                   Page
                                          PART I.  FINANCIAL INFORMATION

<S>                                                                                                         <C>
Item 1.      Financial Statements....................................................................       3

                  Consolidated Balance Sheets - March 31, 2004 (Unaudited) and
                    December 31, 2003................................................................       4

                  Consolidated Statements of Operations - three months ended
                    March 31, 2004 and 2003 (Unaudited)..............................................       6

                  Consolidated Statements of Stockholders' Equity (Deficit)..........................       7

                  Consolidated Statements of Cash Flows - three months ended
                    March 31, 2004 and 2003 (Unaudited)..............................................       8

                  Notes to Consolidated Financial Statements ........................................      10

Item 2.      Management's Discussion and Analysis and Results of Operations..........................      16

Item 3.      Controls and Procedures.................................................................      18

                                            PART II. OTHER INFORMATION

Item 1.      Legal Proceedings.......................................................................      18

Item 2.      Changes In Securities and Use of Proceeds...............................................      20

Item 3.      Defaults Upon Senior Securities.........................................................      20

Item 4.      Submission of Matters to a Vote of Securities Holders...................................      20

Item 5.      Other Information.......................................................................      20

Item 6.      Exhibits and Reports on Form 8-K........................................................      21

             Signatures..............................................................................      21
</TABLE>

                                                        -2-

<PAGE>

                                     PART I

Item 1.           Financial Statements

         The accompanying  consolidated  balance sheet of Trans Energy,  Inc. at
March 31, 2004 (unaudited) and December 31, 2003,  related unaudited  statements
of  operations,  stockholders'  equity  (deficit)  and cash  flows for the three
months ended March 31, 2004 and 2003,  have been  prepared by our  management in
conformity with accounting principles generally accepted in the United States of
America. In the opinion of management,  all adjustments considered necessary for
a fair  presentation of the consolidated  results of operations and consolidated
financial  position have been included and all such  adjustments are of a normal
recurring  nature.  Operating  results for the quarter ended March 31, 2004, are
not  necessarily  indicative  of the results that can be expected for the fiscal
year ending December 31, 2004.


                               TRANS ENERGY, INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

                      March 31, 2004 and December 31, 2003






                                      -3-
<PAGE>



                       TRANS ENERGY, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheets


                                     ASSETS
                                     ------

                                                  March 31,     December 31,
                                                    2004           2003
                                                -----------    -----------
                                                (Unaudited)     (Restatd)
CURRENT ASSETS

   Cash                                         $    94,039    $       183
   Accounts receivable, net (Note 1)                346,984        198,691
   Other receivables                                 11,758         58,452
   Prepaid expenses                                     990            990
                                                -----------    -----------

     Total Current Assets                           452,771        258,316
                                                -----------    -----------

PROPERTY AND EQUIPMENT (Note 2)

  Vehicles                                           67,257         77,118
  Machinery and equipment                            10,092         10,092
  Pipelines                                       1,592,675      1,739,287
  Well equipment                                     49,155         49,155
  Wells                                           3,079,481      3,079,481
  Leasehold acreage                                  95,945         95,945
  Accumulated depreciation                       (4,229,911)    (4,021,605)
                                                -----------    -----------

     Total Fixed Assets                             664,694      1,029,473
                                                -----------    -----------

OTHER ASSETS

  Cash surrender value - life insurance (net)         5,086          5,086
                                                -----------    -----------

     Total Other Assets                               5,086          5,086
                                                -----------    -----------

     TOTAL ASSETS                               $ 1,122,551    $ 1,292,875
                                                ===========    ===========

                   The accompanying notes are an integral part
                   of these onsolidated financial statements.


                                       -4-
<PAGE>
<TABLE>
<CAPTION>
                       TRANS ENERGY, INC. AND SUBSIDIARIES
                      Consolidated Balance Sheet (Continued)


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------

                                                               March 31,      December 31,
                                                                 2004            2003
                                                             ------------    ------------
                                                             (Unaudited)      (Restated)
CURRENT LIABILITIES
<S>                                                          <C>             <C>
   Bank overdraft                                            $       --      $     49,120
   Accounts payable - trade                                       995,983         786,191
   Notes payable - convertible                                       --            36,325
   Accrued expenses                                             1,092,783         954,749
   Salaries payable                                             1,346,529       1,266,479
   Notes payable - current portion                                955,385       1,221,083
   Judgments payable                                              498,397         500,397
   Related party payables                                       1,341,684       1,271,681
   Debentures payable                                             331,462         331,462
   Environmental remediation                                      201,500         200,000
                                                             ------------    ------------

     Total Current Liabilities                                  6,763,723       6,617,487
                                                             ------------    ------------

LONG-TERM LIABILITIES

   Notes payable                                                  101,083         105,421
                                                             ------------    ------------

     Total Long-Term Liabilities                                  101,083         105,421
                                                             ------------    ------------

     Total Liabilities                                          6,864,806       6,722,908
                                                             ------------    ------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)

   Preferred stock; 10,000,000 shares authorized
    at $0.001 par value; -0- shares issued and outstanding           --              --
   Common stock; 500,000,000 shares authorized
    at $0.001 par value; 293,566,131 and 269,010,438
    shares issued and outstanding, respectively                  293,565         269,010
   Capital in excess of par value                              23,401,295      23,105,159
   Accumulated deficit                                        (29,437,115)    (28,804,202)
                                                             ------------    ------------

     Total Stockholders' Equity (Deficit)                      (5,742,255)     (5,430,033)
                                                             ------------    ------------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)    $  1,122,551    $  1,292,875
                                                             ============    ============
</TABLE>

                   The accompanying notes are an integral part
                   of these consolidated financial statements.

                                       -5-
<PAGE>

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

                                               For the Three Months Ended
                                                        March 31,
                                                 2004             2003
                                             -------------    -------------

REVENUES                                     $     579,730    $     417,063
                                             -------------    -------------

COSTS AND EXPENSES

  Cost of oil and gas                              619,521          323,992
  Salaries and wages                                94,915           95,893
  Depreciation, depletion and amortization         339,688          253,233
  Selling, general and administrative               37,375           56,225
                                             -------------    -------------

     Total Costs and Expenses                    1,091,499          729,343
                                             -------------    -------------

LOSS FROM OPERATIONS                              (511,769)        (312,280)
                                             -------------    -------------

OTHER INCOME (EXPENSE)

  Gain on disposal of asset                        175,910          112,235
  Loss on sale of asset                               --             (5,807)
  Other income                                        --                773
  Loss on extinguishment of debt                  (246,836)            --
  Interest expense                                 (50,218)        (102,196)
                                             -------------    -------------

     Total Other Income (Expense)                 (121,144)           5,005
                                             -------------    -------------

LOSS FROM OPERATIONS BEFORE INCOME TAXES
 AND MINORITY INTERESTS                           (632,913)        (307,275)
                                             -------------    -------------

INCOME TAXES                                          --               --
                                             -------------    -------------

MINORITY INTERESTS                                    --               --
                                             -------------    -------------

NET LOSS                                     $    (632,913)   $    (307,275)
                                             =============    =============

BASIC LOSS PER SHARE                         $       (0.00)   $       (0.00)
                                             =============    =============

WEIGHTED AVERAGE SHARES OUTSTANDING            290,541,538      239,308,016
                                             =============    =============

                   The accompanying notes are an integral part
                  of these consolidated financial statements.
                                       -6-
<PAGE>
<TABLE>
<CAPTION>
                       TRANS ENERGY, INC. AND SUBSIDIARIES
            Consolidated Statements of Stockholders' Equity (Deficit)

                                            Preferred Stock               Common Stock             Capital in
                                    -----------------------------   ---------------------------     Excess of    Accumulated
                                       Shares          Amount          Shares         Amount        Par Value      Deficit
                                    ------------    -------------   ------------   ------------   ------------   ------------

<S>                                                <C>                 <C>           <C>          <C>            <C>
Balance, December 31, 2003                  --      $        --      269,010,438   $    269,010   $ 23,105,159   $(28,804,202)

Common stock issued for
  conversion of convertible
  debt                                      --               --        3,190,395          3,190         61,118           --

Common stock issued for
  extinguishment of
  related party debt (unsecured)            --               --       21,365,297         21,365        235,018           --

Net loss for the three months
 ended March 31, 2002                       --               --             --             --             --         (632,913)
                                    ------------    -------------   ------------   ------------   ------------   ------------
Balance, March 31, 2003                     --      $        --      293,566,131   $    293,565   $ 23,401,295   $(29,437,115)
                                    ============    =============   ============   ============   ============   ============
</TABLE>

                   The accompanying notes are an integral part
                  of these consolidated financial statements.

                                       -7-
<PAGE>
<TABLE>
<CAPTION>
                       TRANS ENERGY, INC. AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                                   (Unaudited)

                                                                                   For the Three Months Ended
                                                                                           March 31,
                                                                                       2004          2003
                                                                                     ---------    ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                             <C>            <C>
   Net loss                                                                          $(632,913)   $(307,275)
   Adjustments to reconcile net loss to net cash provided by
    operating activities:
     Depreciation, depletion and amortization                                          339,688      253,233
     Net gain from sale of assets                                                     (175,910)    (106,428)
     Loss on extinguishment of debt                                                    246,836         --
     Accretion of environmental remediation costs                                        1,500         --
   Changes in operating assets and liabilities:
     (Increase) in accounts receivable                                                (100,599)    (100,849)
     (Increase) in prepaid and other current assets                                       --           (630)
     Increase in accounts payable and
      current liabilities                                                              439,407      315,992
                                                                                     ---------    ---------

       Net Cash Provided by Operating Activities                                       118,009       54,043
                                                                                     ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES:

   Proceeds from sale of assets                                                        201,000      240,000
   Expenditures for property and equipment                                                --           --
                                                                                     ---------    ---------

       Net Cash Provided by Investing Activities                                       201,000      240,000
                                                                                     ---------    ---------


CASH FLOWS FROM FINANCING ACTIVITIES:

   Change in bank overdraft                                                            (49,120)        --
   Payments on related party payables                                                  (88,997)    (123,838)
   Proceeds from related party notes                                                   185,000         --
   Proceeds from notes payable                                                            --           --
   Principal payments on notes payable                                                (272,036)    (176,784)
                                                                                     ---------    ---------

       Net Cash Used by Financing Activities                                          (225,153)    (300,622)
                                                                                     ---------    ---------

NET INCREASE (DECREASE) IN CASH                                                         93,856       (6,579)

CASH, BEGINNING OF PERIOD                                                                  183       12,227
                                                                                     ---------    ---------

CASH, END OF PERIOD                                                                  $  94,039    $   5,648
                                                                                     =========    =========
</TABLE>
              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                       -8-

<PAGE>
<TABLE>
<CAPTION>
                       TRANS ENERGY, INC. AND SUBSIDIARIES
                Consolidated Statements of Cash Flows (Continued)
                                  (Unaudited)

                                                                                For the Three Months Ended
                                                                                         March 31,
                                                                                   2004           2003
                                                                                -----------    -----------

<S>                                                                             <C>          <C>
CASH PAID FOR:

  Interest                                                                      $   4,918    $  56,527
  Income taxes                                                                  $    --      $    --

NON-CASH FINANCING ACTIVITIES:

  Common stock issued for debt                                                  $  47,866    $  10,500
  Common stock issued for related party debt                                    $  26,000    $    --
</TABLE>

                                       -9-
<PAGE>

                       TRANS ENERGY, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                      March 31, 2004 and December 31, 2003


NOTE 1 -      BASIS OF FINANCIAL STATEMENT PRESENTATION

              The  accompanying   unaudited  condensed   consolidated  financial
              statements have been prepared by the Company pursuant to the rules
              and regulations of the Securities and Exchange Commission. Certain
              information  and  footnote   disclosures   normally   included  in
              financial   statements  prepared  in  accordance  with  accounting
              principles generally accepted in the United States of America have
              been  condensed  or  omitted  in  accordance  with such  rules and
              regulations.  The information  furnished in the interim  condensed
              consolidated   financial   statements   include  normal  recurring
              adjustments and reflects all adjustments, which, in the opinion of
              management,   are  necessary  for  a  fair  presentation  of  such
              financial statements. Although management believes the disclosures
              and information presented are adequate to make the information not
              misleading,   it  is  suggested   that  these  interim   condensed
              consolidated  financial statements be read in conjunction with the
              Company's  most  recent  audited  financial  statements  and notes
              thereto  included in its December  31, 2003 Annual  Report on Form
              10-KSB.  Operating  results for the three  months  ended March 31,
              2004 and 2003 are not  necessarily  indicative of the results that
              may be expected for the year ending December 31, 2003.

NOTE 2 -      GOING CONCERN

              The Company's  condensed  consolidated  financial  statements  are
              prepared using  accounting  principles  generally  accepted in the
              United  States of  America  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  cumulative  operating  losses  through March 31, 2004 of
              $29,380,428,  and has a working  capital deficit at March 31, 2004
              of  $6,254,265.  Revenues  have not been  sufficient  to cover its
              operating  costs and to allow it to continue  as a going  concern.
              The  potential  proceeds  from the  sale of  common  stock,  other
              contemplated debt and equity financing, and increases in operating
              revenues from new development would enable the Company to continue
              as a going concern. There can be no assurance that the Company can
              or will be able to complete any debt or equity financing. If these
              are  not  successful,  management  is  committed  to  meeting  the
              operational cash flow needs of the Company.

NOTE 3 -      JUDGMENTS PAYABLE

              Tioga Lumber Company

              A  foreign  judgment  has been  filed  with the  Circuit  Court in
              Pleasants County, West Virginia for a judgment against the Company
              by Tioga Lumber Company  (Tioga)  rendered by the Circuit Court in
              Pleasants  County,  West Virginia for  non-payment  of an accounts
              payable.  The judgment is for $46,375 plus prejudgment interest at
              10.00%.

              On February 28, 2002,  the Company and Tioga  reached an agreement
              wherein the Company  would pay Tioga  $10,000 by March 5, 2002 and
              $8,000 per month  thereafter.  The  Company  believes  that it has
              satisfied the balance owed to Tioga, although the judgment has not
              yet been released. The Company is proceeding to secure the release
              of the judgment.
                                     -10-
<PAGE>

                       TRANS ENERGY, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                      March 31, 2004 and December 31, 2003


NOTE 3 -      JUDGMENTS PAYABLE (Continued)

              Dennis L. Spencer

              In January 2002,  Dennis L. Spencer filed suit against the Company
              and William F.  Woodburn and Loren E. Bagley in the Circuit  Court
              of Ritchie County,  West Virginia (Civil Action No. 02-C-02).  The
              complaint  alleges that the Company  sold certain  assets that Mr.
              Spencer claims to be the  beneficial  owner.  The complaint  seeks
              $1,000,000  in  damages.  The  Company has filed its answer to the
              allegations  and feels that the Company has met its obligations in
              full to Mr. Spencer.  Management also believes the suit is without
              merit and intends to vigorously defend the action. The Company has
              not  accrued  any  amounts  for these  claims as of March 31, 2004
              because the Company  feels that based on its defenses  against the
              claims that the Company  will have no  additional  liability.  The
              Company  has filed an answer to the  complaint  and the  matter is
              still pending.

              Ross O. Forbus

              On April 16, 2001, Ross O. Forbus obtained a judgment  against the
              Company for  $428,018  plus post  judgment  interest at 10.00% per
              annum.  The  judgment  was  obtained  to satisfy a  previous  note
              payable. The Company has made several small payments to Mr. Forbus
              and  is  currently  negotiating  with  him  toward  extending  the
              payments  until the judgment can be paid in full.  Mr.  Forbus has
              made a demand upon the Company for payment of the full obligation.
              The Company has  accrued  the  balance of  $428,018  plus  accrued
              interest.  At March 31, 2004, the total amount including  interest
              of $487,672 is included in judgments  payable and is classified as
              a current liability.

              Core Laboratories, Inc.

              On July 28,  1999,  Core  Laboratories,  Inc.  (Core)  obtained  a
              judgment  against  the  Company  for  non-payment  of an  accounts
              payable.  The judgment  calls for monthly  payments of $351 and is
              bearing  interest  at 10.00%  per  annum.  At March  31,  2004 the
              Company had accrued a balance including  interest of $16,367 which
              is included in judgments payable.

              RR Donnelly

              On July 1, 1998, RR Donnelly (RR) obtained a judgment  against the
              Company for  non-payment of accounts  payable.  The judgment calls
              for monthly  payments of $3,244 and is bearing  interest at 10.00%
              per annum.  At March 31,  2004,  the Company has accrued a balance
              including  interest  of  $69,979  which is  included  in  judgment
              payable as a current liability.

              Baker Hughes Entities

              On February 7, 2001, the United States Bankruptcy Court,  Southern
              District  of Texas,  entered an Order  Granting  Motion to Dismiss
              Chapter 7 Case in the action  entitled In Re: Trans Energy,  Inc.,
              Case  No.  00-39496-H4-7.  The  Order  dismissed  the  involuntary
              bankruptcy  action  instituted  against the Company on October 16,

                                      -11-
<PAGE>

                       TRANS ENERGY, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                      March 31, 2004 and December 31, 2003


NOTE 3 -      JUDGMENTS PAYABLE (Continued)

              Baker Hughes Entities (Continued)

              2000.  The sole  petitioning  creditor  named  in the  Involuntary
              Petition was Western Atlas  International,  Inc.  ("Western").  An
              Order  for  Relief  Under  Chapter 7 was  entered  by the Court on
              November 22, 2000.

              On April 23,  2000,  the 189th  District  Court of Harris  County,
              Texas entered an Agreed Final Judgment in favor of Western against
              the Company in the amount of $600,665, together with post judgment
              interest at 10% per annum. Following the judgment, Western and the
              Company  entered  into  settlement   negotiations  concerning  the
              Company's  satisfaction  of the judgment  through  payments over a
              four to five month period  together  with the pledge of collateral
              on certain unencumbered assets.

              Previously,  on or about July 9, 1998, a judgment had been entered
              in the 152nd District  Court of Harris  County,  Texas against the
              Company in favor of Baker Hughes Oilfield Operations,  Inc. d/b/a/
              Baker Hughes Inteq. Western Geophysical  ("Baker"),  a division of
              Western  Atlas  International,  Inc.,  in the  amount of  $41,142,
              together  with  interest  and  attorney  fees.  This  judgment was
              outstanding at the time of the filing of the Involuntary Petition.

              During  its  negotiations  with  Western  for  settlement  of  the
              Judgment,  the Company  made a $200,000  "good  faith  payment" to
              Western's  counsel on October 23, 2000. On December 12, 2000,  Joe
              Hill was named as the Chapter 7 Trustee.  Subsequently,  Western's
              counsel delivered the $200,000 to the Trustee.

              On January 19, 2001, the Company filed with the  Bankruptcy  Court
              the Motion to Dismiss  Chapter 7 Case.  The  reasons  cited by the
              Company in support of its Motion to Dismiss included, but were not
              limited to, (i) the Texas  Court  being an improper  venue for the
              action,  and (ii) the  Company  never  receiving  the  Involuntary
              Petition and Summons notifying it of the action.

              In anticipation of the Bankruptcy Court dismissing the Involuntary
              Petition,  on  February  2,  2001,  the  Company  entered  into  a
              Settlement Agreement with Baker Hughes Oilfield  Operations,  Inc.
              d/b/a/  Baker Hughes  Inteq.  Western  Geophysical,  a division of
              Western  Atlas  International,  Inc.  (the "Baker  Entities").  In
              entering its order on February 7, 2001 to dismiss the action,  the
              Court ordered the Trustee to retain  $17,695 for  satisfaction  of
              administrative fees and expenses,  and to pay to Western and Baker
              the sum of $182,737,  on behalf of the Company and pursuant to the
              terms of the Settlement Agreement.

              The Settlement Agreement provided that, subject to the approval of
              the  Bankruptcy  Court,  the  Company  agreed  to pay to the Baker
              Entities  $759,664,  plus  interest  at 10%.  In  addition  to the
              $200,000 payable from the escrow, the Company agreed to pay to the
              Baker Entities an initial  payment of $117,261 within fifteen days
              from the date of the Dismissal Order (due February 21, 2001).

                                      -12-
<PAGE>
                       TRANS ENERGY, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                      March 31, 2004 and December 31, 2003

NOTE 3 -      JUDGMENTS PAYABLE (Continued)

              Baker Hughes Entities (Continued)

              The Company  also agreed to make  additional  payments of $100,000
              every thirty days  following the initial  payment,  with the first
              payment due  beginning  no later than March 23,  2001,  continuing
              until the total obligation plus interest is paid in full. Further,
              the Company  pledged as collateral  certain  properties,  personal
              property and fixtures and twodirectors each pledged 750,000 shares
              of the Company's common stock which they personally own.

              During 2002, the Company  assigned the income stream from the sale
              of oil from  three of its wells  (Pinon Fee #1,  Sagebrush  #1 and
              Sagebrush  #2) to the  Baker  entities  as  payments  towards  the
              amounts owed. The Company  believes that this payment will satisfy
              the Baker Entities until the Company has paid the full obligation.
              The Baker Entities  continue its  proceedings to enforce a foreign
              judgment against the Company in Pleasants  County,  West Virginia.
              At March 31, 2003, the Company has a remaining liability including
              interest of $534,287  which is included in judgments  payable as a
              current liability.

              The  Baker  Entities  continued  their  proceedings  to  enforce a
              foreign  judgment  against the Company in Pleasants  County,  West
              Virginia.  Then on December  23,  2003,  the Company and the Baker
              Entities  entered into a Settlement  Agreement and Mutual  Release
              whereby the Company paid $350,000 to the Baker Entities as payment
              in full for all  monies  owned  and the  Baker  Entities  gave the
              Company a release of all judgments and liens against it.

              Lario Oil & Gas Company

              On January 15,  2003,  Lario Oil & Gas Company  ("Lario")  filed a
              suit against the Company in the Sixth  District  Court of Campbell
              County,  Wyoming (Civil Action No. 24575). Lario asks for $50,692,
              which it claims the Company owes for  operating  fees on the Pinon
              Fee #1, Sagebrush #1 and Sagebrush #2 wells, operated by Lario and
              in which  the  Company  has  working  interests.  The  Company  is
              preparing an answer to the  complaint and is asking for a complete
              accounting of all monies owed. Lario is retaining a portion of the
              Company's share of the monthly oil production  monies and applying
              them to the  amount  owed.  At March 31,  2004,  the  Company  has
              accrued  $47,584,  which is  included  in  accounts  payable  as a
              current liability.

              O.C. Smith

              On February 5, 2003,  O.C. Smith  obtained a judgment  against the
              Company  for  $6,000 as ordered  by the  Circuit  Court of Ritchie
              County,  West  Virginia.  Mr.  Smith had brought  suit against the
              Company, successor of Apple Corporation,  for an accounting of all
              gas  purchased  by the Company as well as judgment for all amounts
              still owing.  The Company had acquired all of Apple  Corporation's
              interest in this gas and management  determined  that there was an
              unpaid  balance  still owing Mr.  Smith.  The $6,000 is payable in
              three  monthly  installments  beginning  on  April  25,  2003.  At
              December  31,  2003,  the Company had paid an amount of $4,000 and
              included  it in  judgments  payable  and  has  classified  it as a
              current  liability  at that date.  During the three  months  ended
              March 31, 2004, the remaining balance was paid in full.
                                      -13-
<PAGE>

                       TRANS ENERGY, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                      March 31, 2004 and December 31, 2003


NOTE 4 -      BUSINESS SEGMENTS

              The Company adopted SFAS No. 131, "Disclosure about Segments of an
              Enterprise  and Related  Information."  Prior period  amounts have
              been restated to conform to the  requirements  of this  statement.
              The Company  conducts its  operations  principally  as oil and gas
              sales with Trans  Energy and Prima Oil and  pipeline  transmission
              with Ritchie County and Tyler Construction.

              Certain financial information  concerning the Company's operations
              in different industries is as follows:

NOTE 4 -      BUSINESS SEGMENTS (Continued)
<TABLE>
<CAPTION>

                                                      For the
                                                    Three Months
                                                        Ended           Oil and Gas           Pipeline        Corporate
                                                      March 31,            Sales            Transmission     Unallocated
                                                      ---------            -----            ------------     -----------

<S>                                                      <C>            <C>                  <C>              <C>
Oil and gas revenue                                      2004           $  55,356            $ 524,374            --
                                                         2003             154,689              262,374            --

Operating income (loss)
 applicable to industry
 segment                                                 2004            (514,239)               2,470            --
                                                         2003            (272,457)             (39,823)           --

General corporate expenses
 not allocated to industry
 segments                                                2004                --                   --              --
                                                         2003                --                   --              --

Interest expense                                         2004             (45,450)              (4,768)           --
                                                         2003             (88,471)             (13,725)           --

Other income (expenses)                                  2004            (115,836)              44,910            --
                                                         2003                 773                 --              --

Assets
 (net of intercompany accounts)                          2004             541,559              580,992            --
                                                         2003                --                   --              --

Depreciation and amortization                            2004             320,967               18,721            --
                                                         2003             227,145               26,088            --

Property and equipment
 Acquisitions (Deletions)                                2004             (67,722)             (88,750)           --
                                                         2003            (240,000)                --              --
</TABLE>

                                      -14-
<PAGE>

                       TRANS ENERGY, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                      March 31, 2004 and December 31, 2003


NOTE 5 -      SIGNIFICANT EVENTS

              The Company's  subsidiary Tyler  Construction  sold  approximately
              47,000 feet of pipeline to Triad Energy  Corporation for $200,000.
              The Company recognized a gain of $174,910 on the sale. The Company
              used  $161,391  of the  proceeds  to pay off the loan to the First
              National Bank of St. Mary's.

              The Company  issued  3,190,396  shares of common  stock  valued at
              $64,308 for the conversion of all  convertible  debentures and the
              associated  accrued interest valued at $47,855 resulting in a loss
              on extinguishments of $16,452.

              The Company issued 21,365,297 shares of unrestricted  common stock
              valued at $256,383  as payment  for related  party debt of $26,000
              resulting in a loss on extinguishments of debt of $230,383.


NOTE 6 -      PRIOR PERIOD ADJUSTMENT

              During the three months ended March 31, 2004, a change was made to
              The Company's retained  earnings.  The change was made to properly
              reflect the ending  balance of trade  accounts  receivable.  As of
              December 31,  2003,  the accounts  receivable  balance  previously
              reported  included  amounts which had been collected  during 2003.
              This  overstatement  of accounts  receivable  also resulted in the
              overstatement of revenues.

              The  adjustment   decreased  retained  earnings  by  $112,176  and
              decreased  accounts  receivable  by  $112,176.  The net  loss  was
              increased  by $112,176  and there was no change in the  calculated
              net loss per share.

                                      -15-
<PAGE>
Item 2.  Management's Discussion and Analysis or Plan of Operations

         The following  table sets forth the  percentage  relationship  to total
revenues of principal  items  contained in the our  consolidated  statements  of
operations  for the three month periods ended March 31, 2004 and 2003. It should
be noted that  percentages  discussed  throughout this analysis are stated on an
approximate basis.
                                                      Three Months Ended
                                                           March 31,
                                                     2004            2003
                                                     ----            ----
                                                         (Unaudited)
             Total revenues.......................   100%         100%
             Total costs and expenses.............   188          175
             Loss from operations.................    88           75
             Other income (expense)...............   (21)           1
             Net loss.............................  (109)          74


         Total revenues for the three months ("first  quarter")  ended March 31,
2004  increased 38% compared to the first quarter of 2003,  due primarily to the
increase in gas prices and volume. Our cost of oil and gas for the first quarter
of 2004 increased 91% from the comparable 2003 periods, due to price increases.

         Salaries and wages  decreased 1% for the first quarter of 2004 compared
to the 2003 period, and selling,  general and administrative  expenses decreased
34% in the first quarter of 2004,  primarily  due to a decrease in  professional
fees.  Depreciation,  depletion  and  amortization  increased  34% in the  first
quarter of 2004 due to increased volume in gas transmissions.

         Our loss from  operations  for the first  quarter of 2004 was  $511,769
compared to $312,280  for the first  quarter of 2003.  The increase in loss from
operations  for the first quarter is primarily  attributed to the increased cost
of oil  and gas and  increased  depreciation,  depletion  and  amortization.  We
realized  total  other  expenses of  $121,144  during the first  quarter of 2004
compared  to total  other  income of $5,005 for the first  quarter of 2003.  The
first quarter of 2004 results were primarily due to the recognition of a loss on
the  extinguishment of debt of $246,836.  The increase in expenses was partially
offset by the 51% decrease in interest expense due a reduction in debt.

         As a percentage of total revenues,  total costs and expenses  increased
from 175% in the first  quarter  of 2003 to 188% for the first  quarter of 2004.
This too is attributed to the increase in cost of oil and gas for the period.

         Our net loss for the first  quarter of 2004 was  $632,913  compared  to
$307,275 for the first quarter of 2003.

         For the  remainder  of fiscal year 2004,  management  expects  selling,
general and administrative  expenses to remain at approximately the same rate as
the first  quarter of 2004.  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 2004.

         We have included a footnote to our financial statements for the periods
ended March 31, 2004  stating  that  because of our  continued  losses,  working
capital deficit and need for additional  funding,  there is substantial doubt as
to whether we can continue as a going  concern.  See Note 2 to the  consolidated
financial statements.

                                      -16-
<PAGE>

Liquidity and Capital Resources

         Historically,   we  have  satisfied  our  working  capital  needs  with
operating  revenues and from borrowed funds. At March 31, 2004, we had a working
capital  deficit of  $6,310,952  compared to a deficit of $6,359,171 at December
31, 2003. This 1% decrease in working capital deficit is primarily attributed to
the sale of pipeline assets and reduction in current liabilities.

         During the first  quarter of 2004,  operating  activities  provided net
cash of $118,009  compared to net cash provided of $54,043 for the first quarter
of 2003.  These  results  are  primarily  attributed  to  increases  in accounts
receivable  and  the  increased  depletion  rate  of gas  wells  as  well as the
recognition  of the loss on  extinguishment  of debt.  Cash was used  during the
period due to the increased net loss and increased accounts receivable. Net cash
provided by investing  activities  from  proceeds from the sale of assets in the
first quarter of 2004 was $201,000, compared to $240,000 in the 2003 period.

         During  the first  quarter of 2004,we  used net cash of  $225,153  from
financing  activities  compared to $300,622 in the first quarter of 2003.  These
results are  attributed to principal  payments made on notes payable  during the
2004  period and were  partially  offset by $185,000  realized in proceeds  from
notes payable.

         We anticipate meeting our working capital needs during the remainder of
the current  fiscal year with revenues from  operations,  particularly  from our
Powder River Basin interests in Wyoming and New Benson gas wells drilled in West
Virginia.  In the event revenues are not sufficient to meet our working  capital
needs,  we will explore the  possibility  of additional  funding from either the
sale of debt or equity  securities.  There can be no assurance such funding will
be  available  to us or, if  available,  it will be on  acceptable  or favorable
terms.

         As of March 31,  2004,  we had total  assets  of  $1,122,551  and total
stockholders' deficit of $5,742,255,  compared to total assets of $1,292,875 and
total stockholders' deficit of $5,430,033 at December 31, 2003.

         In 1998,  we issued  $4,625,400  face value of 8%  secured  convertible
debentures  due  September  30,  1999.  A portion of the  proceeds  were used to
acquire the oil and gas properties and interest in Wyoming. During 2000, all but
one of the remaining outstanding debentures were converted into common stock. At
March 31, 2004, we owed $331,462 in connection with the debentures consisting of
$50,000 for one  debenture  holder that we have been unable to contact,  and the
balance in penalties.

Inflation

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

Forward-looking and Cautionary Statements

         This report includes "forward-looking statements" within the meaning of
Section 27A of the  Securities  Act of 1933,  and Section 21E of the  Securities
Exchange  Act of 1934.  These  forward-looking  statements  may  relate  to such
matters as  anticipated  financial  performance,  future  revenues or  earnings,
business prospects,  projected ventures, new products and services,  anticipated
market  performance and similar  matters.  Words such as "may," "will," expect,"
anticipate," "continue," "estimate," "project," "intend" and similar expressions
are intended as predictions regarding events,  conditions,  and financial trends
that may affect our future plans of  operations,  business  strategy,  operating
results, and financial position.

                                      -17-
<PAGE>

         We caution  readers  that a variety of factors  could  cause our actual
results to differ  materially  from the  anticipated  results  or other  matters
expressed in forward-looking statements. These risks and uncertainties,  many of
which are beyond our control, include:

         o    the sufficiency of existing  capital  resources and our ability to
              raise  additional  capital  to fund cash  requirements  for future
              operations;

         o    uncertainties  involved in the rate of growth of our  business and
              acceptance of our products and services;

         o    volatility  of the stock  market,  particularly  within the energy
              sector; and

         o    general economic conditions.

         Although   we  believe   that  the   expectations   reflected   in  the
forward-looking  statements are reasonable,  we cannot guarantee future results,
levels of activity, performance or achievements.

Item 3.           Controls and Procedures

         As of the end of the period  covered by this report,  we carried out an
evaluation,  under the  supervision  and with the  participation  of management,
including our chief executive officer and principal  financial  officer,  of the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures  as  defined  in Rules  13a-15(e)  and  15d-15(e)  of the  Securities
Exchange Act of 1934.  Based upon that evaluation,  our chief executive  officer
and principal  financial  officer  concluded  that our  disclosure  controls and
procedures  are  effective  to cause the  material  information  required  to be
disclosed  by us in the reports that we file or submit under the Exchange Act to
be  recorded,  processed,  summarized  and  reported  within  the  time  periods
specified in the SEC's rules and forms.  There have been no significant  changes
in our internal  controls or in other factors which could  significantly  affect
internal controls subsequent to the date we carried out our evaluation.

                                     PART II

Item 1.           Legal Proceedings

         Certain material  pending legal  proceedings to which we are a party or
to which any of our property is subject is set forth below.

         (a) On February 7, 2001, the United States Bankruptcy  Court,  Southern
         District of Texas,  entered an Order Granting Motion to Dismiss Chapter
         7 Case in the action  entitled  In Re:  Trans  Energy,  Inc.,  Case No.
         00-39496-H4-7.  The Order dismissed the involuntary  bankruptcy  action
         instituted  against  us on  October  16,  2000.  The  sole  petitioning
         creditor   named  in  the   Involuntary   Petition  was  Western  Atlas
         International,  Inc. An Order for Relief Under Chapter 7 was entered by
         the Court on November 22, 2000.

         On April 23, 2000, the 189th  District  Court of Harris  County,  Texas
         entered an Agreed Final Judgment in favor of Western  against us in the
         amount of $600,665.36,  together with post judgment interest at 10% per
         annum. Following the judgment, we entered into settlement  negotiations
         with  Western  concerning  our  satisfaction  of the  judgment  through
         payments over a four to five month period,  together with the pledge of
         collateral on certain unencumbered assets. Previously, on or about July
         9, 1998,  a judgment had been  entered in the 152nd  District  Court of
         Harris  County,  Texas  against  us in favor of Baker  Hughes  Oilfield

                                      -18-
<PAGE>
         Operations,   Inc.  d/b/a/  Baker  Hughes  Inteq.  Western  Geophysical
         ("Baker"),  a division of Western  Atlas  International,  Inc.,  in the
         amount of $41,142.00,  together with interest and attorney  fees.  This
         judgment was  outstanding at the time of the filing of the  Involuntary
         Petition.

         During our negotiations with Western for settlement of the Judgment, we
         made a $200,000  "good faith  payment" to Western's  counsel on October
         23, 2000.  On December  12,  2000,  Joe Hill was named as the Chapter 7
         Trustee. Subsequently,  Western's counsel delivered the $200,000 to the
         Trustee.

         On January 19, 2001, we filed with the  Bankruptcy  Court the Motion to
         Dismiss  Chapter 7 Case.  The reasons cited in support of the Motion to
         Dismiss included, but were not limited to, (i) the Texas Court being an
         improper  venue  for the  action,  and  (ii)  we  never  receiving  the
         Involuntary  Petition  and  Summons  notifying  it of  the  action.  In
         anticipation  of  the  Bankruptcy   Court  dismissing  the  Involuntary
         Petition,  on February 2, 2001, we entered into a Settlement  Agreement
         with Baker Hughes Oilfield Operation,  Inc., d/b/a/ Baker Hughes Inteq.
         Western Geophysical,  a division of Western Atlas  International,  Inc.
         (the "Baker  Entities").  In entering  its order on February 7, 2001 to
         dismiss the action,  the Court ordered the Trustee to retain $17,694.80
         for  satisfaction of  administrative  fees and expenses,  and to pay to
         Western and Baker the sum of $182,736.66, on our behalf and pursuant to
         the terms of the Settlement Agreement.

         The Settlement  Agreement provided that, subject to the approval of the
         Bankruptcy  Court, we agreed to pay to the Baker Entities  $759,664.31,
         plus  interest at 10%. In addition  to the  $200,000  payable  from the
         escrow, we pledged as collateral certain properties,  personal property
         and  fixtures and two  directors  each  pledged  750,000  shares of our
         common stock which they personally own.  Subsequently,  we assigned the
         income  stream from the sale of oil in the Pinon Fee #1,  Sagebrush  #1
         and Sagebrush #2 to the Baker  Entities as payments  toward the amounts
         owed.

         The Baker  Entities  continue  their  proceedings  to enforce a foreign
         judgment against us in Pleasants County, West Virginia. On December 23,
         2003 we entered into a Settlement Agreement and Mutual Release with the
         Baker Entities whereby on January 5, 2004 we paid $350,000 to the Baker
         Entities as payment in full for all monies owed and the Baker  Entities
         gave us a release of all judgments and liens against us.

         (b) On September 22, 2000,  Tioga Lumber Company obtained a judgment of
         $43,300 plus  interest in the Circuit Court of Pleasants  County,  West
         Virginia, against Tyler Construction Company for breach of contract. On
         February 28, 2002, we reached a negotiated  payment schedule with Tioga
         and made the initial  payment.  We believe that we have  satisfied  the
         balance owed to Tioga of $26,233.58,  although the judgment has not yet
         been released. We are proceeding to secure the release of the judgment.

         (c) On April 16,  2001,  Ross  Forbus  obtained a judgment  of $428,018
         against us to satisfy a promissory  note  previously  entered into with
         Mr.  Forbus on April 8, 1996.  We agreed to payment  terms and has made
         several  payments to Mr. Forbus.  Mr. Forbus has made a demand upon for
         payment in full.

         (d) In January  2002,  a suit  entitled  Dennis L.  Spencer  vs.  Trans
         Energy,  Inc. and Messrs.  Woodburn and Bagley was filed in the Circuit
         Court of Ritchie County, West Virginia ( Civil Action No. 02-C-02). The
         complaint  alleges that we sold certain assets which Mr. Spencer claims
         to be the beneficial  owner. The complaint seeks $1,000,000 in damages.
         We have  filed an  answer  to the  complaint  and the  matter  is still
         pending.
                                      -19-
<PAGE>
         (e) On January 15,  2003,  a suit  against us entitled  Lario Oil & Gas
         Company vs. Trans Energy,  Inc.  (Civil Action No. 24575) was initiated
         in the Sixth District Court of Campbell County,  Wyoming.  Lario's suit
         asks for  $50,692.10  which it claims we owe for operating  fees on the
         Sagebrush  #1 and #2 and the Pinon Fee #1 wells,  operated by Lario and
         in which we have working  interests.  We are preparing an answer to the
         complaint and are asking for a complete  accounting of all monies owed.
         Lario is  retaining  our share of  monthly  oil  production  monies and
         applying them to the amount owed.  As of December 31, 2003,  the amount
         due was $51,371.

         (f) On February 5, 2003, O.C. Smith obtained a judgment  against us for
         $6,000 in the Circuit Court of Ritchie County, West Virginia. Mr. Smith
         had brought  suit against our  predecessor  Apple  Corporation,  for an
         accounting  of all gas  purchased  by us as well  as  judgment  for all
         amounts still owing. We acquired all of Apple Corporation's interest in
         this well and  management  determined  that there was an unpaid balance
         still  owing  Mr.  Smith.  The  $6,000  was  payable  in three  monthly
         installments  beginning on April 25, 2003.  The final  installment  was
         paid on February 23, 2004 and we consider the judgment paid in full.

Item 2.           Changes In Securities and Use of Proceeds

         During the first quarter of 2004 we issued  3,190,396  shares of common
stock for the conversion of convertible debt at an average of $.02 per share, or
an aggregate of $64,308. Also in the first quarter of 2004, we issued 21,365,297
shares of  common  stock  for the  extinguishment  of  certain  debts  valued at
$256,383, or an average price of $.012 per share.

         Shares issued for  extinguishment  of debt were issued in reliance upon
the exemption  from  registration  under the  Securities Act of 1933 provided by
Section 4(2)  thereunder.  Shares issued for conversion of convertible debt were
pursuant to the exemption provided by Section 3(a)(9) of said Act.

Item 3.           Defaults Upon Senior Securities

         In 1998,  we issued  $4,625,400  face value of 8%  secured  convertible
debentures due September 30, 1999.  Interest on the debentures  accrued upon the
date of issuance  until  payment in full of the  principal  sum was been made or
duly provided for. Holders of the debentures have the option, at any time, until
maturity, to convert the principal amount of their debenture,  or any portion of
the  principal  amount  which is at least  $10,000 into shares of the our common
stock at a  conversion  price for each share  equal to the lower of (a)  seventy
percent  (70%) of the  market  price  of the our  stock  averaged  over the five
trading  days prior to the date of  conversion,  or (b) the market  price on the
issuance  date of the  debentures.  Any  accrued  and unpaid  interest  shall be
payable,  at our option,  in cash or in shares of our common stock valued at the
then  effective  conversion  price.  During 2000,  all but one of the  remaining
outstanding  debentures were converted into commons stock. At March 31, 2004, we
owed $331,462 in  connection  with the  debentures  consisting of $50,000 to one
debenture holder and $281,462 in penalties.

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

         This Item is not applicable.

Item 5.           Other Information

         This Item is not applicable.

                                      -20-
<PAGE>
Item 6.           Exhibits and Reports on Form 8-K

         (a)      Exhibits

                      Exhibit 31.1    Certification   of  C.E.O.   Pursuant   to
                                      Section 302 of the  Sarbanses-Oxley Act of
                                      2002.

                      Exhibit 31.2    Certification   of  Principal   Accounting
                                      Officer  Pursuant  to  Section  302 of the
                                      Sarbanses-Oxley Act of 2002.

                      Exhibit 32.1    Certification  of  C.E.O.  Pursuant  to 18
                                      U.S.C.  Section 1350, as Adopted  Pursuant
                                      to Section 906 of the  Sarbanes-Oxley  Act
                                      of 2002.


                      Exhibit 32.2    Certification  of   Principal   Accounting
                                      Officer  Pursuant  to  18  U.S.C.  Section
                                      1350,  as Adopted  Pursuant to Section 906
                                      of the Sarbanes-Oxley Act of 2002.

         (b) Reports on Form 8-K

                  We filed a Current  Report on Form 8-K on January 15, 2004 and
                  an amended report on January 23, 2004, reporting under Items 2
                  and 5 the sale of certain  working  interests  in five oil and
                  gas wells and the use of a portion of the  proceeds  to settle
                  an ongoing lawsuit.

                  We also  filed a Form 8-K on March 31,  2004  reporting  under
                  Item  2  the  sale  by  our  wholly  owned  subsidiary,  Tyler
                  Construction  Company,  Inc., of 16,000 feet of 6-inch natural
                  gas  gathering   pipeline   located  in  Pleasants  and  Tyler
                  Counties,  West Virginia,  and 30,096 feet of 4-inch  pipeline
                  located in Pleasants and Ritchie Counties, West Virginia.


                                   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: May 21, 2004               By  /S/  ROBERT I. RICHARDS
                                    --------------------------------------------
                                          ROBERT I. RICHARDS, President,
                                          Chief Executive Officer and Director




Date:  May 21, 2004              By  /S/  WILLIAM F. WOODBURN
                                    --------------------------------------------
                                          WILLIAM F. WOODBURN
                                          Secretary / Treasurer
                                          (Principal Accounting Officer)

                                      -21-