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

                               Amendment No. 1
                                     to
                                FORM 10-QSB/A

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

                   For the Quarter Ended March 31, 1998

                                    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, 1998
Common Stock, $.001 par value                5,713,215



                             TABLE OF CONTENTS

Heading                                                   Page
                      PART I.  FINANCIAL INFORMATION

Item 1.   Financial Statements . . . . . . . . . . . . .    3

          Consolidated Balance Sheets -- March 31, 1998 
          and December 31, 1997. . . . . . . . . . . . .    4

          Consolidated Statements of Operations -- 
          three months ended March 31, 1998 and 1997 . .    6

          Consolidated Statements of Stockholders' Equity   7

          Consolidated Statements of Cash Flows --
          three months ended March 31, 1998 and 1997 . .    8

          Notes to Consolidated Financial Statements . .    9

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

                        PART II. OTHER INFORMATION

Item 1.   Legal Proceedings. . . . . . . . . . . . . . .   13

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

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

Item 4.   Submission of Matters to a Vote of
          Securities Holders . . . . . . . . . . . . . .   14

Item 5.   Other Information. . . . . . . . . . . . . . .   14

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

          SIGNATURES . . . . . . . . . . . . . . . . . .   15
<PAGE>
                                  PART I

Item 1.   Financial Statements

     The following unaudited Consolidated Financial Statements for
the period ended March 31, 1998 and December 31, 1997, have been
prepared by the Company.











                            TRANS ENERGY, INC.

                     CONSOLIDATED FINANCIAL STATEMENTS

                   March 31, 1998 and December 31, 1997


<PAGE>
                            TRANS ENERGY, INC.
                        Consolidated Balance Sheets


                                  ASSETS

                                         March 31,   December 31,
                                           1998          1997       
                                         (Unaudited)  

CURRENT ASSETS

 Cash                                    $     -     $  185,881
 Accounts receivable                        141,375     175,161
 Prepaid and other current assets             7,041       1,441  

          Total Current Assets              148,416     362,483

PROPERTY AND EQUIPMENT

     Vehicles                                94,589      94,589
     Machinery and equipment                 10,092      10,092
     Pipelines                            2,231,308   2,231,308
     Well equipment                         271,750     271,882
     Wells                                4,927,217   3,850,429
     Leasehold acreage                      597,221     597,221
     Accumulated depreciation            (1,782,767) (1,742,136)

          Total Fixed Assets              6,349,410   5,313,385

OTHER ASSETS

     Loan acquisition costs                   4,733       4,733

          Total Other Assets                  4,733       4,733

          TOTAL ASSETS                   $6,502,559  $5,680,601
<PAGE>
                           TRANS ENERGY, INC.
                 Consolidated Balance Sheets (Continued)
                                    
                                    
                  LIABILITIES AND STOCKHOLDERS  EQUITY

                                         March 31,    December 31,
                                           1998          1997       
                                         (Unaudited)  
CURRENT LIABILITIES

 Cash overdraft                          $   72,309  $     -     
 Accounts payable - trade                 1,398,808   1,250,017
 Accrued expenses                           254,395      72,195
 Salaries payable                              -         64,602
 Notes payable - current portion            814,478     898,098

  Total Current Liabilities               2,539,990   2,284,912

NET LIABILITIES IN EXCESS OF ASSETS OF
 DISCONTINUED OPERATIONS                    340,821     340,821

LONG-TERM LIABILITIES

 Notes payable                            1,315,430     792,387
 
  Total Long-Term Liabilities             1,315,430     792,387

  Total Liabilities                       4,196,241   3,418,120

MINORITY INTERESTS                          250,000     250,000

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS  EQUITY

 Common stock: 30,000,000 shares authorized
  at $0.001 par value; 5,713,215 and 
  5,663,215 shares issued and outstanding,
  respectively                                5,713       5,663
 Capital in excess of par value          11,005,139  10,746,979
 Accumulated deficit                     (8,954,534) (8,740,161)

  Total Stockholders  Equity              2,056,318   2,012,481

  TOTAL LIABILITIES AND STOCKHOLDERS 
   EQUITY                                $6,502,559  $5,680,601
<PAGE>
                           TRANS ENERGY, INC.
                  Consolidated Statements of Operations
                               (Unaudited)

                                           For the Three Months         
                                              Ended March 31,            
                                             1998        1997       

REVENUES

 Oil and gas sales                       $  206,238  $  270,716

  Total Revenues                            206,238     270,716

COSTS AND EXPENSES

 Cost of oil and gas                        142,643      91,170
 Salaries and wages                          31,794      30,751
 Depreciation and amortization               40,632      33,564
 Selling, general and administrative        140,617     101,551

  Total Costs and Expenses                  355,686     257,036

  Net Income (Loss) from Operations        (149,448)     13,680

OTHER INCOME (EXPENSE)

 Interest income                                400       1,645
 Interest expense                           (65,325)    (36,315)

  Total Other Income (Expense)              (64,925)    (34,670)

NET LOSS BEFORE INCOME TAXES AND
 MINORITY INTERESTS                        (214,373)    (20,990)

INCOME TAXES                                   -           -     

NET LOSS BEFORE MINORITY INTERESTS         (214,373)    (20,990)

MINORITY INTERESTS                             -           -     

NET LOSS                                 $ (214,373) $  (20,990)

PRIMARY LOSS PER SHARE                   $    (0.04) $    (0.01)

FULLY DILUTED LOSS PER SHARE             $    (0.04) $    (0.00)
<PAGE>
                             TRANS ENERGY, INC.
              Consolidated Statements of Stockholders' Equity


                                                       Capital in      
                                     Common Shares      Excess of   Accumulated
                                    Shares    Amount    Par Value     Deficit

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

Common stock issued for services
 at $1.41 per share                 350,000       350      491,837         - 

Common stock issued for cash
 at $0.96 per share               1,489,172     1,489    1,428,511         -

Contribution of capital by
 shareholders                          -         -          49,998         - 

Common stock offering costs            -         -        (150,000)        - 

Net loss for the year ended
 December 31, 1997                     -         -            -      (2,029,450)

Balance, December 31, 1997        5,663,215     5,663   10,746,979   (8,740,161)

Common stock issued for well costs
 at $1.00 per share (unaudited)      50,000        50       49,950         - 

Contribution of capital by 
 shareholders (unaudited)              -         -         208,210         -  

Net loss for the three months ended
 March 31, 1998 (unaudited)            -         -            -        (214,373)

Balance, March 31, 1998
  (unaudited)                    5,713,215   $  5,713  $11,005,139  $(8,954,534)

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

                                                   For the Three Months   
                                                      Ended March 31,      
                                                      1998       1997       

CASH FLOWS FROM OPERATING ACTIVITIES:

  Net loss                                       $ (214,373) $  (20,990)
  Adjustments to Reconcile Net Income to Cash
   Provided by Operating Activities:
    Depreciation, depletion and amortization         40,632      33,564
  Changes in Operating Assets and Liabilities:
    Decrease (increase) in accounts receivable       33,786      77,913
    Increase (decrease) in accounts payable
      and accrued expenses                          436,060    (112,155)

       Cash Provided (Used) by Operating Activities 296,105     (21,668)

CASH FLOWS FROM INVESTING ACTIVITIES:

  Expenditures for property and equipment          (921,409)    (70,520)

      Cash Provided (Used) by Investing 
        Activities                                 (921,409)     (70,520)

CASH FLOWS FROM FINANCING ACTIVITIES:

  Borrowings of long-term debt                      528,875   1,212,700
  Repayment to related parties                         -       (308,579)
  Principal payments on long-term debt              (89,452)   (106,741)

      Cash Provided (Used) by Financing Activities  439,423     797,380

NET INCREASE (DECREASE) IN CASH                    (185,881)    705,192

CASH AND CASH EQUIVALENTS,
  BEGINNING OF PERIOD                               185,881     481,846

CASH AND CASH EQUIVALENTS,
  END OF PERIOD                                   $    -     $1,187,038

CASH PAID FOR:

  Interest                                        $  65,325  $   36,315
  Income taxes                                    $    -     $     -     

NON-CASH FINANCING ACTIVITIES:
  Common stock issued for well costs              $  50,000        -
<PAGE>
                              TRANS ENERGY, INC.
               Notes to the Consolidated Financial Statements 
                     March 31, 1998 and December 31, 1997


NOTE 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

        The accompanying consolidated financial statements have been prepared
        by the Company without audit.  In the opinion of management, all 
        adjustments (which include only normal recurring adjustments) necessary
        to present fairly the financial position, results of operations and
        cash flows at March 31, 1998 and for all periods presented have been 
        made.

        Certain information and footnote disclosures normally included in 
        consolidated financial statements prepared in accordance with general 
        accepted accounting principles have been condensed or omitted.  It is 
        suggested that these condensed consolidated financial statements be
        read in conjunction with the financial statements and notes thereto
        included in the Company's December 31, 1997 audited consolidated
        financial statements.  The results of operations for the periods ended
        March 31, 1998 and 1997 are not necessarily indicative of the operating
        results for the full year.

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

    The following table sets forth the percentage relationship to
total revenues of principal items contained in the Company's
Consolidated Statements of Operations for the three month periods
ended March 31, 1998 and 1997.  It should be noted that percentages
discussed throughout this analysis are stated on an approximate
basis.

                                               Three Months Ended
                                                  March 31,     
                                              1998          1997 
                                                  (Unaudited)
     Total revenues. . . . . . . . . . . .      100%         100%
     Total costs and expenses. . . . . .        173           95 
     Other income (expense). . . . . . . .      (31)         (13)
     Net (loss) before income taxes, 
      minority interest and extraordinary
      income (loss). . . . . . . . . . . .     (104)          (8)
     Income taxes. . . . . . . . . . . . .        -            - 
     Minority interest . . . . . . . . . .        -            - 
     Net (loss) before extraordinary 
      income and discontinued operations .     (104)          (8)
     Loss from discontinued Operations . .        -            - 
     Extraordinary income. . . . . . . . .        -            - 
     Net income (loss) . . . . . . . . . .     (104)          (8)
                              

Results of Operations

    Total revenues for the three months ended March 31, 1998
("first quarter of 1998") decreased 24% when compared with the
three months ended March 31, 1997 ("first quarter of 1997").  This
decrease is attributed to the Company's decision not to purchase
gas from its suppliers at a price higher than management believed
it could profitably resell the gas, and also a decline in the
prices received for both oil and natural gas.  Total costs and
expenses as a percentage of total revenues increased from 95% in
the first quarter of 1997 to 173% for the first quarter of 1998,
and actual costs and expenses for the first quarter of 1998
increased 72% compared to the 1997 period.  This increase is
primarily attributed to the 56% increase in cost of oil and gas
produced due to a decrease in the gross profit margin of purchased
gas from the Company's suppliers.  Salaries and wages increased
$1,043 (3%) to $31,794 in the first quarter of 1998 compared to the
first quarter of 1997.  Depreciation and depletion increased $7,068
(21%) to $40,632 in the first quarter of 1998 compared to the first
quarter of 1997.  Selling, general and administrative expenses
increased $39,066 (38%) to $140,617 in the first quarter of 1998
compared to the first quarter of 1997.  Interest expense increased
$29,010 (80%) to $65,325 for the first quarter of 1998 due to
increased borrowings.

    The Company's net loss for the first quarter of 1998 was
$214,373 compared to $20,990 for the first quarter of 1997.  This
increase in the Company's net loss is attributed primarily to the
80% increase in interest expense and the 38% increase in selling,
general and administrative expense.

    For the remainder of fiscal year 1998, management expects 
salaries and wages to remain at approximately the same rate as for
the first quarter of 1998.  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 1998.

Net Operating Losses

    The Company has accumulated approximately $8,954,534 of net
operating loss carryforwards as of March 31, 1998, which may be
offset against future taxable income through the year 2012 when the
carryforwards expire.  The use of these losses to reduce future
income taxes will depend on the generation of sufficient taxable
income prior to the expiration of the net operating loss
carryforwards.  In the event of certain changes in control of the
Company, there will be an annual limitation on the amount of net
operating loss carryforwards which can be used.  No tax benefit has
been reported in the financial statements for the period ended
March 31, 1998 because the potential tax benefits of the loss
carryforward is offset by valuation allowance of the same amount.

Liquidity and Capital Resources

    Historically, the Company's working capital needs have been
satisfied through its operating revenues and from borrowed funds. 
Working capital at March 31, 1998 was a negative $2,391,574
compared to a negative $1,922,429 at December 31, 1997.  This
change is primarily attributed to the decrease in cash from
$185,881 at December 31, 1997 to a cash overdraft of $72,309 at
March 31, 1998, and an increase in accounts payable from $1,250,017
as of December 31, 1997 to $1,398,808 as of March 31, 1998.  The
Company anticipates meeting its working capital needs during the
remainder of the current fiscal year with revenues from operations.

    As of March 31, 1998, the Company had total assets of
$6,502,559 and total stockholders' equity of $2,056,318, compared
to total assets of $5,680,601 and total stockholders' equity of
$2,012,481 at December 31, 1997.  This represents a $821,958
(14%)increase in total assets and a $43,837 (2%) increase in total
stockholders equity for the period.  For this same period, cash
decreased from $185,881 to a cash overdraft of $72,309 and total
current assets decreased 59% due to decreased cash.  Total current
liabilities increased 11%  primarily attributed to an increase in
the Company's accounts payable.

    At March 31, 1998, the Company's current portion of its long
term debt was $814,478.  The Company currently anticipates that it
will be able to provide for its debt obligations and repayments
coming due during the remainder of 1998 from operating revenues
generated by the Company.

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

Risk Factors and Cautionary Statements

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

Recent Business Developments - Proposed Merger With Natural Gas
Technologies, Inc.

    On March 24, 1998, the Company entered into a Plan and
Agreement of Merger with National Gas Technologies, Inc. ("NGT"),
a Dallas, Texas based exploration company, pursuant to which NGT
will be merged with and into the Company with the Company being the
surviving corporate entity.  The merger will be accomplished by way
of the exchange of 100% of the issued and outstanding shares of NGT
common stock and preferred stock for shares of the Company's common
stock.  The exchange ratio will result in the present NGT
shareholders owning at least 75% of the total number of issued and
outstanding shares of the Company's common stock immediately after
the completion of the merger.  The merger is subject to shareholder
approval of both corporations and the effectiveness of the
Company's registration statement on Form S-4.

    Upon completion of the merger, NGT's Vice President, Michael
Stewart, shall serve as President, Chief Operating Officer and a
director of the Company.  The Board of Directors shall consist of
seven directors after completion of the merger.  The Company's
current President, Loren E. Bagley, shall continue to serve as
Chairman of the Board.  In addition to Mr. Bagley and Mr. Stewart,
additional directors to be appointed by the Company shall be
William F. Woodburn and John Sims and the additional directors to
be appointed by NGT shall be Warren Donohoe and Sonja Fletcher. 
The seventh director has not yet been determined, however, such
director will be appointed prior to completion of the merger by the
mutual agreement of NGT and the Company.  Until the merger is
completed, both corporations are being managed pursuant to a joint
committee consisting of Mr. Bagley and Mr. Stewart.

    On March 6, 1998, the Company entered into an agreement with
GCRL Energy, Ltd. ("GCRL") to purchase all of GCRL's interest in
the Powder River Basin in Wyoming, consisting of interests in
five (5) producing wells, interests in 30,000 leasehold acres, and
interests in seventy-two miles of 3-D seismic.

                                  PART II

Item 1.  Legal Proceedings

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

    On May 14, 1997, a complaint entitled R&K Oil Company, Inc.
vs. Vulcan Energy Corporation and Trans Energy, Inc. was filed in
District Court, Andrews County, Texas, 109th Judicial District
(File #14,430).  The complaint alleges the Company owes R&K Oil
Company, Inc. $126,978 as a result of business transacted by Vulcan
Energy Corporation.  The complaint also seeks $500,000 for breach
of contract.  Trans Energy denies all allegations.

    On March 12, 1997, a complaint entitled F. Worthy Walker vs.
Loren Bagley, William Woodburn, Mark Woodburn, Trans Energy, Inc.
and Vulcan Energy Corporation, was filed in the District Court of
Dallas, Texas (# 9702304C).  The complaint alleges that the Company
breached certain contracts related to Mr. Walker s employment with
Vulcan Energy Corporation, and seeks punitive and exemplary
damages.  The Company denies all allegations.  Management believes
that the results of the proceedings will not have a material
adverse effect on the Company.  On February 17, 1998 the Company
and the above named defendants filed a countersuit against F.
Worthy Walker alleging breach of contract, fraud and fraudulent
inducement, conversion, and breach of fiduciary duty and seeks
punitive damages.

Item 2.  Changes In Securities

    During the first quarter of 1998, the Company agreed to issue
50,000 shares of its common stock to Brent Wagman in connection 
with certain well costs.  The stock was valued at $1.00 per share.  
The issuances of shares was made in a private transaction in reliance 
on the exemption from registration provided by Section 4(2) of the 
Securities Act of 1933, as amended (the "Act").

Item 3.  Defaults Upon Senior Securities

    This Item is not applicable to the Company.

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

    This Item is not applicable to the Company.

Item 5.  Other Information

    This Item is not applicable to the Company.

Item 6.  Exhibits and Reports on Form 8-K

    (b)  Reports on Form 8-K

    During the three month period ended March 31, 1998, the
Company filed two reports on Form 8-K on February 20, 1998 and
March 3, 1998.  Both reports were related to the Company's proposed
merger with Natural Gas Technologies, Inc.
<PAGE>
                                SIGNATURES
                                     

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

                                             TRANS ENERGY, INC.



Date:  June 5, 1998              By   /S/ Loren E. Bagley       
                                             (Signature)
                                        LOREN E. BAGLEY, President
                                        and Chief Executive Officer
                                        (Chief Financial Officer)




Date:  June 5, 1998                By  /S/ William F. Woodburn     
                                             (Signature)
                                        William F. Woodburn, Vice
                                        President and Director
                                        (Principal Accounting Officer)