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 September 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 September 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>
Item 1.      Financial Statements....................................................................       3

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

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

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

                  Consolidated Statements of Cash Flows - three and nine months ended
                    September 30, 2004 and 2003 (Unaudited)..........................................       9

                  Notes to Consolidated Financial Statements ........................................      13

Item 2.      Management's Discussion and Analysis and Results of Operations..........................      15

Item 3.      Controls and Procedures.................................................................      15

                                            PART II. OTHER INFORMATION

Item 1.      Legal Proceedings.......................................................................      15

Item 2.      Changes In Securities and Use of Proceeds...............................................      15

Item 3.      Defaults Upon Senior Securities.........................................................      15

Item 4.      Submission of Matters to a Vote of Securities Holders...................................      16

Item 5.      Other Information.......................................................................      16

Item 6.      Exhibits and Reports on Form 8-K........................................................      16

             Signatures..............................................................................      17
</TABLE>

                                                        -2-

<PAGE>



                                     PART I

Item 1.       Financial Statements

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

                    September 30, 2004 and December 31, 2003



                                       -3-

<PAGE>


                       TRANS ENERGY, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheets



                                     ASSETS

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

CURRENT ASSETS

   Cash                                         $    12,969    $       183
   Accounts receivable, net                         283,980        198,691
   Other receivables                                 11,758         58,452
   Prepaid expenses                                     990            990
                                                -----------    -----------

     Total Current Assets                           309,697        258,316
                                                -----------    -----------

PROPERTY AND EQUIPMENT

  Vehicles                                           67,257         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                       (4,116,138)    (4,021,605)
                                                -----------    -----------

     Total Fixed Assets                             778,907      1,029,473
                                                -----------    -----------

OTHER ASSETS

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

     Total Other Assets                               3,378          5,086
                                                -----------    -----------

     TOTAL ASSETS                               $ 1,091,982    $ 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)


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

CURRENT LIABILITIES

<S>                                                          <C>             <C>
   Bank overdraft                                            $       --      $     49,120
   Accounts payable - trade                                       986,115         786,191
   Notes payable - convertible                                       --            36,325
   Accrued expenses                                             1,286,084         954,749
   Salaries payable                                             1,506,629       1,266,479
   Notes payable - current portion                              1,169,674       1,221,083
   Judgments payable (Note 3)                                      86,481         500,397
   Related party payables                                       1,103,924       1,271,681
   Debentures payable                                             344,720         331,462
   Environmental remediation                                      204,500         200,000
                                                             ------------    ------------

     Total Current Liabilities                                  6,688,127       6,617,487
                                                             ------------    ------------

LONG-TERM LIABILITIES

   Notes payable, less current portion                             36,836         105,421
                                                             ------------    ------------

     Total Long-Term Liabilities                                   36,836         105,421
                                                             ------------    ------------

     Total Liabilities                                          6,724,963       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                                        (29,327,841)    (28,804,202)
                                                             ------------    ------------

     Total Stockholders' Equity (Deficit)                      (5,632,981)     (5,430,033)
                                                             ------------    ------------

     TOTAL LIABILITIES AND STOCKHOLDERS'
      EQUITY (DEFICIT)                                       $  1,091,982    $  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                Nine Months Ended
                                         September 30,                     September 30,
                                ------------------------------    ------------------------------
                                   2004              2003              2004             2003
                                -------------    -------------    -------------    -------------
<S>                             <C>              <C>              <C>              <C>
REVENUES                        $     325,652    $     494,611    $   1,460,627    $   1,571,528
                                -------------    -------------    -------------    -------------

COSTS AND EXPENSES

  Cost of oil and gas                 319,548          437,642        1,387,919        1,336,614
  Salaries and wages                  107,230           95,913          287,252          288,059
  Depreciation, depletion and
   amortization                        89,574          262,629          225,914          717,614
  Selling, general and
   administrative                      17,986           35,801          130,145          204,985
                                -------------    -------------    -------------    -------------

     Total Costs and Expenses         534,338          831,985        2,031,230        2,547,272
                                -------------    -------------    -------------    -------------

LOSS FROM OPERATIONS                 (208,686)        (337,374)        (570,603)        (975,744)
                                -------------    -------------    -------------    -------------

OTHER INCOME (EXPENSE)

 Gain on disposal of assets              --               --            175,910          112,235
  Loss on sale of assets                 --               --               --             (5,807)
  Gain on settlement of debt          288,398             --             41,562             --
  Other income                            225           10,903            9,353           17,401
  Interest expense                    (52,559)         (98,958)        (161,759)        (303,334)
  Tax assessment                      (18,102)            --            (18,102)            --
                                -------------    -------------    -------------    -------------

     Total Other Income
      (Expense)                       217,962          (88,055)          46,964         (179,505)
                                -------------    -------------    -------------    -------------

INCOME (LOSS)  BEFORE
  INCOME TAXES AND
  MINORITY INTERESTS                    9,276         (425,429)        (523,639)      (1,155,249)

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

INCOME (LOSS) BEFORE
  MINORITY INTESTS                      9,276         (425,429)        (523,639)      (1,155,249)

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

NET INCOME (LOSS)               $       9,276    $    (425,429)   $    (523,639)   $A(1,155,249)
                                =============    =============    =============    =============

BASIC INCOME (LOSS)
 PER SHARE                      $        0.00    $       (0.00)   $       (0.00)   $       (0.01)
                                =============    =============    =============    =============

WEIGHTED AVERAGE
 NUMBER OF SHARES
 OUTSTANDING                      293,566,131      264,002,290      292,561,613      249,441,810
                                =============    =============    =============    =============
</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                 $      --     $      --    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)               --            --     21,365,297         21,365        235,018           --

Net loss for the nine months ended
  September 30, 2004 (unaudited)                  --            --           --             --             --         (523,639)
                                           -----------   ----------- ------------   ------------   ------------   ------------

Balance, September 30, 2004
  (unaudited)                              $      --     $      --    293,566,131   $    293,565   $ 23,401,295   $(29,327,841)
                                           ===========   =========== ============   ============   ============   ============

</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
                                                                           Nine Months Ended
                                                                             September 30,
                                                                         2004          2003
                                                                      -----------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                   <C>            <C>
   Net loss                                                           $  (523,639)   $(1,155,249)
   Adjustments to reconcile net loss to net cash used by
    operating activities:
     Depreciation, depletion and amortization                             225,914        717,614
     Net gain from sale of assets                                        (175,910)      (106,428)
     Net gain from settlement of debt                                     (41,563)          --
   Changes in operating assets and liabilities:
     (Increase) in accounts receivable                                    (38,595)      (140,080)
     Decrease (increase) in prepaid and other current assets                 --             (630)
     Increase in accounts payable and
      current liabilities                                                 670,681        609,649
     Accretion of environmental remediation liability                       4,500           --
                                                                      -----------    -----------

       Net Cash Provided (Used) by Operating Activities                   121,388        (75,124)
                                                                      -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from sale of assets                                           201,000        240,000
   Borrowings against cash surrender value of life insurance policy         1,708           --
   Purchase of property plant and equipment                                  (440)          --
                                                                      -----------    -----------
       Net Cash Provided by Investing Activities                          202,268        240,000
                                                                      -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Decrease in cash overdraft                                             (49,120)          --
   Proceeds from related party parties                                       --          233,650
   Payments on related party payables                                    (141,757)      (204,480)
   Payments on notes payable                                             (119,993)      (206,273)
                                                                      -----------    -----------

       Net Cash Used by Financing Activities                             (310,870)      (177,103)
                                                                      -----------    -----------
NET INCREASE (DECREASE) IN CASH                                            12,786        (12,227)
CASH, BEGINNING OF PERIOD                                                     183         12,227
                                                                      -----------    -----------
CASH, END OF PERIOD                                                   $    12,969    $      --
                                                                      ===========    ===========

CASH PAID FOR:
   Interest                                                           $    44,057    $    91,074
   Income taxes                                                       $      --      $      --

NON-CASH FINANCING ACTIVITIES:
   Common stock issued for debt and related interest                  $    47,856    $    45,793
   Common stock issued for related party debt                         $    26,000    $      --
</TABLE>
                  The accompanying notes are an integral part
                  of these consolidated financial statements.

                                      -8-
<PAGE>

                       TRANS ENERGY, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                    September 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 nine months ended September 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 September 30, 2004 of
              $29,327,841,  and has a working  capital  deficit at September 30,
              2004 of $6,378,430. 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

              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  alleged that the Company  sold certain  assets of which
              Mr.  Spencer  was  the  beneficial  owner.  The  complaint  sought
              $1,000,000  in  damages.  The  Company  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.

                                      -9-
<PAGE>

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


NOTE 3 -      JUDGMENTS PAYABLE

              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.  At August 3, 2004, the total amount  including  interest
              was $498,379.  The Company  settled its debt to Mr. Forbus on this
              day  with a cash  payment  of  $210,000  and  recorded  a gain  of
              $288,398.

              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 bears
              interest at 10.00% per annum.  At September 30, 2004,  the Company
              had accrued a balance  including  interest of $17,047,  $13,587 of
              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 bears  interest at 10.00% per
              annum.  At September  30, 2004,  the Company has accrued a balance
              including  interest  of  $72,819,  $56,792 of which is included in
              judgment payable as a current liability.

              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.  On September 23, 2004
              Lario  released  the  Company  from the liens that it (Lario)  had
              obtained.  Lario had been  retaining  a portion  of the  Company's
              share of the monthly oil  production  monies and applying  them to
              the  amount  owed.  At  September  30,  2004,  the  Company  has a
              liability  of  accrued  $36,508,  which is  included  in  accounts
              payable as a current liability.

              I.R.S. Assessment

              On July 9, 2004 the I.R.S.  assessed a Notice of Federal  Tax Lien
              in the amount of $18,102 against the Company.  The I.R.S.  did not
              specify  the  amount  and/or  rate  of  applicable   interest  and
              penalties. The Company agreed to make monthly payments of at least
              $500 beginning July 2004 until the balance is fully satisfied.  As
              of September  30, 2004 officers of the Company had paid a total of
              $2,000 towards the lien on the Company's  behalf;  $16,102 is owed
              to the I.R.S.  as of this date,  which is  included  in  judgments
              payable.  The  Company  has also  increased  its  related  parties
              payables by $2,000 as of  September  30, 2004 for the amounts paid
              by its officers on its behalf.

                                      -10-
<PAGE>

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


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
                                                     Nine Months
                                                        Ended      Oil and Gas          Pipeline
                                                      Sept. 30,         Sales         Transmission
                                                     -----------   --------------     --------------
<S>                                                     <C>        <C>                <C>
              Oil and gas revenue                       2004       $     295,963      $    1,164,664
                                                        2003             392,589           1,178,938

              Operating loss applicable                 2004            (473,916)            (96,688)
               to industry segment                      2003            (803,184)           (172,560)

              Interest expense                          2004            (140,275)            (21,484)
                                                        2003            (281,512)            (21,822)

              Other income (expenses)                   2004             163,812              44,911
                                                        2003              15,001             126,229

              Assets                                    2004             756,602             335,380
               (net of intercompany accounts)           2003           1,438,487             530,329


              Depreciation and amortization             2004             164,841              61,073
                                                        2003             639,350              78,264

              Property and equipment                    2004                 440                --
               Acquisitions                             2003                -- -             240,000
</TABLE>

NOTE 5 -      SIGNIFICANT EVENTS

              On March 17, 2004,  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.

              On January 26, 2004, 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.

              On  January 9,  2004,  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.

                                      -11-
<PAGE>

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


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

              Equity Transactions

              On October 4, 2004 the Company  issued 203  million  shares of its
              common  stock at a price of $0.012 per share to settle  $2,401,424
              of related  party debt.  The Company  incurred a non-cash  loss of
              $34,576 on the debt settlement.

              Also  on  October  4,  2004  the  Company's   board  of  directors
              authorized a 1-for-150 reverse split of all shares of common stock
              issued an outstanding.  The action is contingent upon  shareholder
              approval.

              Acquisition of Cobham Gas Industries, Inc.

              Effective  November  5, 2004,  the  Company  acquired  100% of the
              issued and outstanding common stock of Cobham Gas Industries, Inc.
              (Cobham).  As consideration  for the stock of Cobham,  the Company
              issued  244,633  restricted  shares  of  its  common  stock,  paid
              $250,000  cash and agreed to pay an  additional  $289,264  in four
              quarterly installments of $59,816 beginning on January 1, 2005.

              The  cash  of  $250,000  paid  at  closing  was  borrowed  from an
              unrelated third party and is due to be repaid within sixty days of
              closing.

                                      -12-
<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 nine month  periods  ended  September 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   Nine Months Ended
                                                      September 30,         September  30,
                                                   -------------------  -------------------
                                                    2004      2003        2004        2003
                                                    ----      ----        ----        ----
                                                     (Unaudited)             (Unaudited)

<S>                                                <C>           <C>        <C>        <C>
         Revenues...........................       100%          100%       100%       100%
         Total costs and expenses...........       164           168        139        162
         Loss from operations...............       (64)          (68)       (39)       (62)
         Other income (expense).............        67           (18)         3        (11)
         Net income (loss)..................         3           (86)       (36)       (73)
</TABLE>

     Revenues for the three months ("third  quarter")  ended  September  30,2004
decreased  34% compared to the third  quarter of 2003,  and decreased 7% for the
nine months ended  September 30, 2004 versus the comparable  2003 period.  These
results are primarily  attributed to lower gas sales during the third quarter of
2004. Our cost of oil and gas for the third quarter of 2004 decreased 27% due to
lower gas  sales,  and  increased  4% for the first  nine  months of 2004 due to
overall higher prices.

     Salaries  and  wages  increased  12%  for the  third  quarter  of 2004  and
relatively unchanged for the first nine months of 2004 when compared to the 2003
periods.  The increase  during the third quarter was due primarily to additional
part-time employees.  Selling, general and administrative expenses decreased 50%
and 36% in the third  quarter  and  first  nine  months  of 2004,  respectively,
attributed  to  lover  travel  related  expenses.  Depreciation,  depletion  and
amortization  decreased  66% in the third  quarter  of 2004 and 69% in the first
nine months of 2004, respectively, due to the sale of assets.

     Our loss  from  operations  for the  third  quarter  of 2004  was  $208,686
compared to $337,374  for the third  quarter of 2003,  and was  $570,603 for the
first nine  months of 2004  compared  to  $975,744  for the first nine months of
2003. The decrease in loss for the third quarter of 2004 is primarily attributed
to the sale of assets.  We realized  total other  income of $217,962  during the
third quarter of 2004 compared to total other  expenses of $88,055 for the third
quarter of 2003.  The 2004 results are due  primarily to a $288,398  gain on the
settlement  of debt.  For the first nine months of 2004,  total other income was
$46,964  compared to total other  expenses of $179,505 for the 2003 period.  The
2004 results are  attributed  to the  settlement  of debt and an increase in the
gain on the disposal of assets  together with a decrease in interest  expense in
the 2004 period.

     As a percentage of total revenues,  total costs and expenses decreased from
168% in the third  quarter of 2003 to 164% for the third  quarter  of 2004,  and
decreased from 162% for the first nine months of 2003 to 139% for the comparable
2004 period.  The 2004  decreases  are  primarily  attributed to the decrease in
depreciation, depletion and amortization during the 2004 periods.

                                      -13-
<PAGE>

     We realized net income of $9,276 for the third  quarter of 2004 compared to
a net loss of $425,429 for the third quarter of 2003.  For the first nine months
of 2004 we had a net loss of $523,639  compared to a net loss of $1,155,249  for
the 2003 period.

     For the remainder of fiscal year 2004, management expects selling,  general
and  administrative  expenses  to remain at  approximately  the same rate as the
first nine  months 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 September 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 September  30,  2004,  we had a working
capital  deficit of  $6,378,430  compared to a deficit of $6,359,171 at December
31, 2003.

     During the first nine months of 2004,  we realized net cash from  operating
activities  of $121,388  compared to net cash used of $75,124 for the first nine
months of 2003.  These results are  primarily  attributed to the decrease in net
loss in 2004.  Net cash provided by investing  activities  during the first nine
months of 2004 was  $202,268,  compared  to  $240,000  during  the 2003  period,
primarily due to a decrease in proceeds from the sale of assets in 2004.

     During the first nine months of 2004, net cash used by financing activities
was  $310,870  compared to $177,103  during the 2003  period,  primarily  due to
repayment of loan principal.

     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 September  30,  2004,  we had total  assets of  $1,091,982  and total
stockholders' deficit of $5,632,981,  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
September  30,  2004,  we  owed  $344,720  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.

                                      -14-
<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


                                      -15-
<PAGE>


         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 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.

     (b) 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 asked for a complete  accounting of all monies owed.
     Lario retained our share of monthly oil production  monies and applied them
     to the amount owed. On August 23, 2004, the court dismissed the action with
     prejudice.

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 September 30, 2004,
we owed $344,720 in connection with the debentures  consisting of $50,000 to one
debenture holder and $294,720in penalties.

                                      -16-
<PAGE>

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

     This Item is not applicable.

Item 5.       Other Information

     On November 5, 2004,  we  finalized  an  agreement  with Texas Energy Trust
Company,  a Delaware  Business  Trust with offices in Irving,  Texas  ("TETCO"),
whereby  we  acquired  from  TETCO  certain  oil and gas  leases  and  leasehold
interests  located in Wetzel  and  Marion  Counties,  West  Virginia,  and other
assets.  The parties had  previously  entered  into a  preliminary  agreement on
September 29, 2004.

     The acquisition was accomplished by our wholly owned subsidiary,  Prima Oil
Company,  Inc.,  acquiring from TETCO 100% of the issued and outstanding  shares
(2,100 shares) of Cobham Gas Industries, Inc., a Delaware corporation. Under the
terms of the agreement, we are acquiring certain wells, leases,  pipelines,  gas
purchase agreements, oil hauling agreements,  equipment, right of ways and other
miscellaneous  items related to the leases located in West Virginia.  A total of
229 wells are being acquired,  of which 98 are currently  producing,  located on
approximately  15,000  leased  acres.  Among the  assets  acquired  are  certain
vehicles and heavy equipment and various other drilling equipment.

     In consideration for the acquired property,  we are paying a purchase price
of $1,975,058,  of which approximately 25% is being paid in cash and the balance
in shares of our restricted common stock. Of the total cash payment of $489,264,
an initial  payment of  $250,000  was paid at the  closing,  with the  remaining
balance to be paid quarterly in equal  installments of $59,816 beginning January
1, 2005, with the final payment due October 1, 2005.

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

              On  October  5,  2004,  we  filed a  current  report  on Form  8-K
              reporting  under  Section  8.01  the  entering  of  a  preliminary
              agreement to acquire assets from Texas Energy Trust Company.

              On  October  26,  2004,  we  filed a  current  report  on Form 8-K
              reporting  under Section 3.02 the issuance of shares of our common
              stock upon the conversion of debt.


                                      -17-
<PAGE>
E>



                                   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: November 15, 2004                 By  /S/  ROBERT I. RICHARDS
                                           -------------------------------------
                                            ROBERT I. RICHARDS, President,
                                            Chief Executive Officer and Director




Date:  November 15, 2004                By  /S/  WILLIAM F. WOODBURN
                                           -------------------------------------
                                            WILLIAM F. WOODBURN
                                            Secretary / Treasurer
                                            (Principal Accounting Officer)


                                      -17-