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

                                   FORM 10-QSB

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

                       For the Quarter Ended June 30, 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 June 30, 2004
-----------------------------                  -------------------------------
Common Stock, $.001 par value                           293,566,131

                                       -1-

<PAGE>

<TABLE>
<CAPTION>

                                TABLE OF CONTENTS

Heading                                                                                                   Page
                                          PART I.  FINANCIAL INFORMATION

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

                  Consolidated Balance Sheets - June 30, 2004 (Unaudited) and
                    December 31, 2003................................................................       4

                  Consolidated Statements of Operations - three and six months ended
                    June 30, 2004 and 2003 (Unaudited)...............................................       6

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

                  Consolidated Statements of Cash Flows - three and six months ended
                    June 30, 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...............................................      19

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........................................................      20

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

                                                        -2-

<PAGE>

                                     PART I

Item 1.       Financial Statements

     The accompanying  consolidated  balance sheet of Trans Energy, Inc. at June
30, 2004  (unaudited)  and December 31, 2003,  related  unaudited  statements of
operations,  stockholders' equity (deficit) and cash flows for the three and six
months ended June 30, 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 June 30, 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

                       June 30, 2004 and December 31, 2003











                                       -3-

<PAGE>
                       TRANS ENERGY, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheets



                                     ASSETS
                                     ------


                                                 June 30,      December 31,
                                                   2004            2003
                                                -----------    -----------
                                                (Unaudited)

CURRENT ASSETS

   Cash                                         $     4,516    $       183
   Accounts receivable, net                         384,010        198,691
   Other receivables                                 11,758         58,452
   Prepaid expenses                                     990            990
                                                -----------    -----------

     Total Current Assets                           401,274        258,316
                                                -----------    -----------

PROPERTY AND EQUIPMENT

  Vehicles                                           62,257         77,118
  Machinery and equipment                            10,532         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                       (4,358,079)    (4,021,605)
                                                -----------    -----------

     Total Fixed Assets                             536,966      1,029,473

OTHER ASSETS

  Cash surrender value - life insurance (net)         3,378          5,086
                                                -----------    -----------
     Total Other Assets                               3,378          5,086
                                                -----------    -----------

     TOTAL ASSETS                               $   941,618    $ 1,292,875
                                                ===========    ===========




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



                                       -4-

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


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


                                                               June 30,      December 31,
                                                                2004              2003
                                                             ------------    ------------
                                                                             (Unaudited)

CURRENT LIABILITIES

<S>                                                          <C>             <C>
Bank overdraft                                               $       --      $     49,120
Accounts payable - trade                                        1,101,934         786,191
Notes payable - convertible                                          --            36,325
Accrued expenses                                                  577,499         954,749
Salaries payable                                                1,426,579       1,266,479
Notes payable - current portion                                 1,201,775       1,221,083
Judgments payable (Note 3)                                        498,397         500,397
Related party payables                                          1,537,915       1,271,681
Debentures payable                                                331,462         331,462
Environmental remediation                                         203,000         200,000
                                                             ------------    ------------

Total Current Liabilities                                       6,878,561       6,617,487
                                                             ------------    ------------
LONG-TERM LIABILITIES

Notes payable                                                      36,830         105,421
                                                             ------------    ------------
Total Long-Term Liabilities                                        36,830         105,421
                                                             ------------    ------------

Total Liabilities                                               6,915,391       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                                           (29,668,633)    (28,804,202)
                                                             ------------    ------------

Total Stockholders' Equity (Deficit)                           (5,973,773)     (5,430,033)
                                                             ------------    ------------

     TOTAL LIABILITIES AND STOCKHOLDERS'
     EQUITY (DEFICIT)                                        $    941,618    $  1,292,875
                                                             ============    ============
</TABLE>


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

                                       -5-

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

                                               For the                         For the
                                         Three Months Ended               Six Months Ended
                                              June 30,                        June 30,
                                  ------------------------------    ------------------------------
                                      2004              2003              2004            200
                                  -------------    -------------    -------------    -------------

<S>                               <C>              <C>              <C>              <C>
REVENUES                          $     555,245    $     659,854    $   1,134,975    $   1,076,917
                                  -------------    -------------    -------------    -------------

COSTS AND EXPENSES

  Cost of oil and gas                   448,850          574,980        1,068,371          898,972
  Salaries and wages                     85,107           96,253          180,022          192,146
  Depreciation, depletion and
   amortization                         128,168          201,752          467,857          454,985
  Selling, general and
   administrative                        74,784          112,959          112,158          169,184
                                  -------------    -------------    -------------    -------------

     Total Costs and Expenses           736,909          985,944        1,828,408        1,715,287
                                  -------------    -------------    -------------    -------------

LOSS FROM OPERATIONS                   (181,664)        (326,090)        (693,433)        (638,370)
-------------------------------   -------------    -------------    -------------    -------------

OTHER INCOME (EXPENSE)

 Loss on extinguishment of debt            --               --           (246,836)            --
  Net gain on sale of assets               --               --            175,910          106,428
  Other income                            9,128            5,725            9,128            6,498
  Interest expense                      (58,982)        (102,180)        (109,200)        (204,376)
                                  -------------    -------------    -------------    -------------

     Total Other Income
      (Expense)                         (49,854)         (96,455)        (170,998)         (91,450)
                                  -------------    -------------    -------------    -------------

LOSS FROM OPERATIONS
 BEFORE INCOME TAXES AND
 MINORITY INTERESTS                    (231,518)        (422,545)        (864,431)        (729,820)
                                  -------------    -------------    -------------    -------------

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

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

NET LOSS                          $    (231,518)   $    (422,545)   $    (864,431)   $    (729,820)
                                  =============    =============    =============    =============

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

WEIGHTED AVERAGE
 NUMBER OF SHARES
 OUTSTANDING                        293,566,131      244,702,549      279,755,988      242,036,759
                                  =============    =============    =============    =============
</TABLE>


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

Common stock issued for conversion
  of convertible debt (unaudited)              --              --        3,190,396          3,190         61,118            --

Common stock issued for extinguishment
  of related party debt (unaudited)

Net loss for the six months ended
  June 30, 2004 (unaudited)                    --              --       21,365,297         21,365        235,018            --

Balance, June 30, 2004 (unaudited)             --              --             --             --             --          (864,431)
                                         ------------   ------------   ------------   ------------   ------------    ------------

                                               --      $       --      293,566,131   $    293,565   $ 23,401.295    $(29,668,633)
</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
                                                              Six Months Ended
                                                                  June 30,
                                                              2004          2003
                                                           ---------    ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                        <C>          <C>
   Net loss                                                $(864,431)   $(729,820)
   Adjustments to reconcile net loss to net cash used by
    operating activities:
     Depreciation, depletion and amortization                467,857      454,985
     Net gain from sale of assets                           (175,910)    (106,428)
     Loss on extinguishment of debt                          246,836         --
   Changes in operating assets and liabilities:
     Increase in accounts receivable                        (138,625)    (156,711)

     Increase in prepaid and other current assets               --           (630)
     Increase in accounts payable and
      current liabilities                                    113,124      362,772
                                                           ---------    ---------

       Net Cash Used by Operating Activities                (351,149)    (175,832)
                                                           ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES:

   Proceeds from sale of assets                              201,000      240,000
   Borrowings against life insurance policy                    1,708         --
   Expenditures for property and equipment                      (440)        --
                                                           ---------    ---------

       Net Cash Provided by Investing Activities             202,268      240,000
                                                           ---------    ---------
CASH FLOWS FROM FINANCING ACTIVITIES:

   Increase in cash overdraft                                (49,120)        --
   Proceeds from related party payables                      603,750      205,650
   Payments on related party payables                       (228,488)     (95,783)
   Proceeds from notes payable                                  --           --
   Payments on notes payable                                (172,928)    (179,846)
                                                           ---------    ---------

       Net Cash Provided (Used) by Financing Activities      153,214      (69,979)
                                                           ---------    ---------

NET INCREASE (DECREASE) IN CASH                                4,333       (5,811)

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

CASH, END OF PERIOD                                        $   4,516    $   6,416
                                                           =========    =========
</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
                                   (Unaudited)

CASH PAID FOR:

<S>                                                         <C>           <C>
   Interest                                                 $30,810       $63,098
   Income taxes                                             $  --         $  --

NON-CASH FINANCING ACTIVITIES:

   Common stock issued for deb-t and related interest       $47,856       $45,793
   Common stock issued for related party debt               $26,000       $  --

</TABLE>




                                      -9-
<PAGE>

                       TRANS ENERGY, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                       June 30, 2004 and December 31, 2003
                                   (Unaudited)


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 six months ended June 30, 2004
              are not necessarily indicative of the results that may be expected
              for the year ending December 31, 2004.

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  June 30, 2004 of
              $29,668,633, and has a working capital deficit at June 30, 2003 of
              $6,413,034.  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%.

                                      -10-
<PAGE>
                       TRANS ENERGY, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                       June 30, 2004 and December 31, 2003
                                   (Unaudited)


NOTE 3 -      JUDGMENTS PAYABLE (Continued)

              Tioga Lumber Company (Continued)

              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  court  appointed  a  special
              commissioner to act as an arbitrator if the Company defaults.  The
              special  commissioner  would  attach a lien if  property  is found
              which does not have a lien  attached.  The first  payment has been
              made, and during the second quarter of 2003, the remaining balance
              has been paid in full.

              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 on July 7,  2004,  the  circuit  court of Ritchie
              County signed an order to dismiss the action without prejudice.

              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 June 30, 2004, the total amount including interest of
              $495,697 is included in judgments  payable and is  classified as a
              current  liability.  Subsequent to June 30, 2004,  the Company and
              Mr. Forbus  entered into an agreement to settle the full amount of
              the judgment. See Note 7.

              Core Laboratories, Inc.

              On July 28,  1999,  Core  Laboratories,  Inc.  (Core)  obtained  a
              judgment  against  the  Company  for  non-payment  of  an  account
              payable.  The judgment  calls for monthly  payments of $351 and is
              bearing  interest  at 10.00%  per  annum.  At June 30,  2004,  the
              Company had accrued a balance including interest of $16,707, 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 June 30,  2003,  the  Company has accrued a balance
              including  interest  of  $71,399,  which is  included  in judgment
              payable as a current liability.

                                      -11-
<PAGE>
                       TRANS ENERGY, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                       June 30, 2004 and December 31, 2003
                                   (Unaudited)

NOTE 3 -      JUDGMENTS PAYABLE (Continued)

              Baker Hughes Entities (Continued)

              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,
              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.

                                      -12-
<PAGE>
                       TRANS ENERGY, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                       June 30, 2004 and December 31, 2003
                                   (Unaudited)


NOTE 3 -      JUDGMENTS PAYABLE (Continued)

              Baker Hughes Entities (Continued)

              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).

              The Company  also agreed to make  additional  payments of $100,000
              every  thirty  days  following  the  initial  payment,   which  is
              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 two  directors  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  (Pinion 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 June 30, 2003, the Company has a remaining  liability including
              interest of $548,298  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 an 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 Pinion
              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 June 30, 2004, the Company has accrued
              $26,856,  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


                                      -13-
<PAGE>
                       TRANS ENERGY, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                       June 30, 2004 and December 31, 2003
                                   (Unaudited)


NOTE 3 -      JUDGMENTS PAYABLE (Continued)

              O.C. Smith (Continued)

              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.


                                      -14-
<PAGE>

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:
<TABLE>
<CAPTION>

                                  For the
                                Six Months
                                   Ended       Oil and Gas            Pipeline            Corporate
                                 June 30,         Sales            Transmission          Unallocated
                                -----------    -----------         ------------          -------------
<S>                             <C>            <C>                 <C>                   <C>

Oil and gas revenue               2004         $   150,737          $   984,238          $       --
                                  2003             277,430              799,487                  --

Operating income (loss)           2004            (680,184)             (13,249)                 --
 applicable to industry           2003            (514,992)            (123,378)                 --
 segment

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

Interest expense                  2004             (91,505)             (17,695)                 --
                                  2003            (178,201)             (82,353)                 --

Other income (expenses)           2004            (198,812)              27,814                  --
                                  2003            (173,803)              82,353                  --

Assets                            2004             403,814              537,804                  --
 (net of intercompany accounts)   2003           1,881,043              373,449                  --


Depreciation and amortization     2004             430,695               37,162                  --
                                  2003             402,809               52,176                  --

Property and equipment            2004             (67,282)             (88,750)                 --
 Acquisitions (Deletions)         2003                --                240,000                  --

</TABLE>

                                      -15-
<PAGE>


                       TRANS ENERGY, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                       June 30, 2004 and December 31, 2003
                                   (Unaudited)


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 $175,910 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 extinguishment of $16,453.

              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 reflect
              properly the ending  balance of trade accounts  receivable.  As of
              December 31,  2003,  the accounts  receivable  balance  previously
              reported  included  amounts that 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.

NOTE 7 -      SUBSEQUENT EVENTS

              On July 16,  2004,  the  Company  and Ross O.  Forbus (see Note 3)
              entered  into an  agreement  whereby Mr.  Forbus will  dismiss his
              judgment  against the  Company of $428,018 in exchange  for a cash
              payment of $210,000 from the Company.

              On July 7, 2004, the circuit court of Ritchie County West Virginia
              signed an order to dismiss the action filed against the Company by
              Dennis L. Spencer (see Note 3) without prejudice.

                                      -16-
<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 and six month periods ended June 30, 2004 and 2003. It
should be noted that percentages  discussed  throughout this analysis are stated
on an approximate basis.
<TABLE>
<CAPTION>

                                                  Three Months Ended         Six Months Ended
                                                       June 30,                 June  30,
                                              --------------------------------------------------
                                                    2004      2003        2004            2003
                                                    ----      ----        ----            ----
                                                     (Unaudited)              (Unaudited)
<S>                                                <C>           <C>        <C>          <C>
         Revenues...........................       100%          100%       100%         100%
         Total costs and expenses...........       133           149        161          159
         Loss from operations..............        (33)          (49)       (61)         (59)
         Other income (expense).............        (9)          (15)       (15)          (9)
         Net loss...........................       (42)          (64)       (76)         (68)
---------------
</TABLE>


     Revenues  for the  three  months  ("second  quarter")  ended  June  30,2004
decreased 16% compared to the second  quarter of 2003,  and increased 5% for the
six months  ("first  half")  ended June 30,  2004 versus the first half of 2003.
These  results are  primarily  attributed  to lower gas sales  during the second
quarter of 2004, although sales during the first half of 2004 increased compared
to the 2003 period. Our cost of oil and gas for the second of 2004 decreased 22%
due to lower gas sales,  and increased 19% for the first half of 2004 due to the
comparative increase during the six month period.

     Salaries and wages  decreased  12% and 6% for the second  quarter and first
half of 2004, respectively,  when compared to the 2003 periods, primarily due to
a reduction in personnel. Selling, general and administrative expenses decreased
34% in both the second quarter and first half of 2004,  attributed to paying off
of significant interest accruing debt. Depreciation,  depletion and amortization
decreased  36% in the second  quarter of 2004 and  increased  by 3% in the first
half of 2004.  These  results are  attributed  to the sale of assets  during the
during the first quarter of 2004.

     Our loss  from  operations  for the  second  quarter  of 2004 was  $181,664
compared to $326,090  for the second  quarter of 2003,  and was $693,433 for the
first half of 2004 compared to $638,370 for the first half of 2003. The decrease
in loss for the second quarter of 2004 is primarily  attributed to increased gas
sales,  while the increase in loss for the first half is  attributed  to overall
decrease in gas sales  during the period.  We realized  total other  expenses of
$49,854  during the second  quarter of 2004 compared to total other  expenses of
$96,455  for the second  quarter of 2003.  The  decrease  in other  expenses  is
attributed  to the 42%  decrease  in  interest  expense due to the paying off of
debt.  For the first half of 2004,  other  expenses  were  $170,998  compared to
$91,450  for the 2003  period.  This  increase  was  attributed  primarily  to a
$246,000 loss realized on the extinguishment of debt.

     As a percentage of total revenues,  total costs and expenses decreased from
149% in the second  quarter of 2003 to 133% for the second  quarter of 2004, but
increased  from  159% for the first  half of 2003 to 161% for the first  half of
2004. The decrease in the second quarter  resulted from the loss realized on the
extinguishment of debt during the quarter.

     Our net loss  for the  second  quarter  of 2004 was  $231,518  compared  to
$422,545 for the second quarter of 2003, and $864,431 for the first half of 2004
compared to $729,820 for the 2003 period.

                                      -17-
<PAGE>

     For the remainder of fiscal year 2004, management expects selling,  general
and  administrative  expenses  to remain at  approximately  the same rate as the
first half 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 June 30,  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.


Liquidity and Capital Resources

     Historically,  we have  satisfied our working  capital needs with operating
revenues and from borrowed  funds.  At June 30, 2004,  we had a working  capital
deficit of $6,413,034 compared to a deficit of $6,359,171 at December 31, 2003.

     During  the  first  half of  2004,  operating  activities  used net cash of
$351,149 compared to net cash used of $175,832 for the first half of 2003. These
results are primarily attributed to amounts paid to Lario Oil & Gas as our share
of joint  interest  billing for the Sagebrush  waterflood.  Net cash provided by
investing  activities,  primarily due to a decrease in proceeds from the sale of
assets,  decreased to $202,268 in the first half of 2004 compared to $240,000 in
the 2003 period.

     During the first half of 2004,net cash provided by financing activities was
$153,214  compared to net cash used by  financing  activities  of $69,979 in the
first half of 2003. These results are attributed to the significant  increase in
amounts borrowed.

     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  June  30,  2004,   we  had  total  assets  of  $941,618  and  total
stockholders' deficit of $5,973,773,  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
June 30, 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.

                                      -18-
<PAGE>
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.

     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.
                                      -19-
<PAGE>
     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 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 made several  payments to Mr.
     Forbus.  On August 3, 2004,  we settled the  judgment  with Mr.  Forbus for
     $210,000 in exchange for a full release of all  judgments and liens against
     Trans Energy and Loren Bagley.
                                      -20-
<PAGE>

     (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 on July 7, 2004,  the Court signed an order
     to dismiss the action without prejudice.

     (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.  On August 11,
     2004, we received  notification  from Lario that it will dismiss the action
     with prejudice.

     (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

     This Item is not applicable.


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 June 30, 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

     On August 10,  2004 John B. Sims,  a long-time  director  of Trans  Energy,
passed  away.  Mr. Sims  served as a director  since 1988 and was  formerly  our
President  and C.E.O.  Our board of  directors  will meet in the near  future to
consider a possible replacement on the board.

                                      -21-
<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



                                   SIGNATURES


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

                                    TRANS ENERGY, INC.



Date: August 17, 2004             By  /S/  ROBERT I. RICHARDS
                                     -------------------------------------------
                                      ROBERT I. RICHARDS, President,
                                      Chief Executive Officer and Director




Date:  August 17, 2004            By  /S/  WILLIAM F. WOODBURN
                                     -------------------------------------------
                                      WILLIAM F. WOODBURN
                                      Secretary / Treasurer
                                      (Principal Accounting Officer)

                                      -22-