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, 2003

                                       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, 2003
-----------------------------               ------------------------------------
Common Stock, $.001 par value                          264,002,290


                                      -1-
<PAGE>

<TABLE>
<CAPTION>

                                                 TABLE OF CONTENTS

Heading                                                                                                   Page
-------                                                                                                   ----
                                          PART I.  FINANCIAL INFORMATION

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

                  Consolidated Balance Sheets - September 30, 2003 (Unaudited) and
                    December 31, 2002................................................................       4

                  Consolidated Statements of Operations - three and nine months ended
                    September 30, 2003 and 2002 (Unaudited)..........................................       6

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

                  Consolidated Statements of Cash Flows - three and nine months ended
                    September 30, 2003 and 2002 (Unaudited)..........................................       8

                  Notes to Consolidated Financial Statements ........................................       9

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

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

                                            PART II. OTHER INFORMATION

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

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

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

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

Item 5.      Other Information.......................................................................      21

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

             Signatures..............................................................................      22
</TABLE>

                                       -2-

<PAGE>



                                     PART I

Item 1.           Financial Statements

         The accompanying  consolidated  balance sheet of Trans Energy,  Inc. at
September  30, 2003 and December 31, 2002,  related  statements  of  operations,
stockholders'  equity  (deficit)  and  cash  flows  for the  nine  months  ended
September 30, 2003 and 2002,  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, 2003,
are not  necessarily  indicative  of the results  that can be  expected  for the
fiscal year ending December 31, 2003.









                               TRANS ENERGY, INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

                    September 30, 2003 and December 31, 2002



                                      -3-
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<TABLE>
<CAPTION>

                       TRANS ENERGY, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheets



                                     ASSETS


                                                         September 30,  December 31,
                                                               2003         2002
                                                         -----------    -----------
CURRENT ASSETS
<S>                                                      <C>            <C>
Cash                                                     $      --      $    12,227
Accounts receivable, net                                     252,584        138,621
Prepaid expenses                                                 990            360
                                                         -----------    -----------


Total Current Assets                                         253,574        151,208
                                                         -----------    -----------


PROPERTY AND EQUIPMENT

Vehicles                                                      59,830         59,830
Machinery and equipment                                       10,092         10,092
Pipelines                                                  1,745,217      2,254,908
Well equipment                                                49,155         49,155
Wells                                                      3,620,868      3,620,868
Leasehold acreage                                             95,945         95,945
Accumulated depreciation                                  (3,867,955)    (3,496,460)
                                                         -----------    -----------

Total Fixed Assets                                         1,713,152      2,594,338
                                                         -----------    -----------


OTHER ASSETS

Cash surrender value - life insurance (net)                    2,090          2,090
                                                         -----------    -----------

Total Other Assets                                             2,090          2,090
                                                         -----------    -----------
TOTAL ASSETS                                             $ 1,968,816    $ 2,747,636
                                                         ===========    ===========
</TABLE>

                   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,
                                                                2003            2002
                                                            ------------    ------------
                                                            (Unaudited)

CURRENT LIABILITIES
<S>                                                         <C>             <C>
Accounts payable - trade                                    $    880,642    $    701,791
Notes payable - convertible                                       36,325          41,575
Accrued expenses                                               1,081,470         921,420
Salaries payable                                               1,186,429         969,529
Notes payable - current portion                                1,217,605       1,327,333
Judgments payable (Note 5)                                     1,156,223       1,115,094
Related party payables                                         1,023,640       1,075,587
Debentures payable                                               331,462         331,462
                                                            ------------    ------------


Total Current Liabilities                                      6,913,796       6,483,791
                                                            ------------    ------------

LONG-TERM LIABILITIES

Judgments payable (Note 5)                                          --             2,702
Notes payable                                                    103,195         199,862
                                                            ------------    ------------


Total Long-Term Liabilities                                      103,195         202,564
                                                            ------------    ------------


Total Liabilities                                              7,016,991       6,686,355
                                                            ------------    ------------

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; 264,002,290 and 237,519,127 shares issued
   and outstanding, respectively                                 264,001         237,518
Capital in excess of par value                                23,065,095      23,045,785
Accumulated deficit                                          (28,377,271)    (27,222,022)
                                                            ------------    ------------


Total Stockholders' Equity (Deficit)                          (5,048,175)     (3,938,719)
                                                            ------------    ------------

     TOTAL LIABILITIES AND STOCKHOLDERS'
      EQUITY (DEFICIT)                                      $  1,968,816       2,747,636
                                                            ============    ============
</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,
                               ------------------------------    ------------------------------
                                    2003             2002             2003              2002
                               -------------    -------------    -------------    -------------
<S>                            <C>              <C>              <C>              <C>
REVENUES                       $     494,611    $     283,478    $   1,571,528    $     629,072
                               -------------    -------------    -------------    -------------

COSTS AND EXPENSES

 Cost of oil and gas                 437,642          191,675        1,336,614          558,198
 Salaries and wages                   95,913           65,713          288,059          196,734
 Depreciation, depletion and
  amortization                       262,629          418,547          717,614          526,248
 Selling, general and
  administrative                      35,801           30,677          204,985          224,217
                               -------------    -------------    -------------    -------------

Total Costs and Expenses             831,985          706,612        2,547,272        1,505,397
                               -------------    -------------    -------------    -------------

LOSS FROM OPERATIONS                (337,374)        (423,134)        (975,744)        (876,325)
                               -------------    -------------    -------------    -------------
OTHER INCOME (EXPENSE)

 Gain on  disposal  of asset            --               --            112,235             --
 Loss on sale of asset                  --               --             (5,807)            --
 Other income                         10,903            4,826           17,401            9,104
 Interest  expense                   (98,958)        (131,502)        (303,334)        (331,413)
                               -------------    -------------    -------------    -------------

    Total Other Income
     (Expense)                       (88,055)        (126,676)        (179,505)        (322,309)
                               -------------    -------------    -------------    -------------
LOSS FROM OPERATIONS
 BEFORE INCOME TAXES AND
 MINORITY INTERESTS                 (425,429)        (549,810)      (1,155,249)      (1,198,634)
                               -------------    -------------    -------------    -------------
INCOME TAXES                            --               --               --               --
                               -------------    -------------    -------------    -------------
MINORITY INTERESTS                      --               --               --               --
                               -------------    -------------    -------------    -------------
NET LOSS                       $    (425,429)   $    (549,810)   $  (1,155,249)   $  (1,198,634)
                               =============    =============    =============    =============

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

WEIGHTED AVERAGE
 NUMBER OF SHARES
 OUTSTANDING                     264,002,290      207,671,301      249,441,810      197,870,431
                               =============    =============    =============    =============
</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>
Balance, December 31, 2001                         300         --      176,683.189   $  176,682   $ 22,769,371   (25,275,063)

Conversion of preferred stock and
 preferred dividends to common
 stock                                            --           --       16,835,938       16,836          6,414          --

Conversion of notes payable to
 common stock                                     --           --        5,000,000        5,000         45,000          --

Common stock issued for services                  --           --        1,000,000        1,000         28,000          --

Conversion of notes payable to
 common stock                                     --           --        4,166,667        4,167         20,833          --

Common stock issued for cash                      --           --       33,333,333       33,333        166,667          --

Common stock issued for services                  --           --          500,000          500          9,500          --

Net loss for the year ended
 December 31, 2002                                --           --             --           --             --      (1,946,959)
                                           -----------   -----------   -----------   ----------   ------------   -----------

Balance, December 31, 2002                        --           --       237,519,127     237,518     23,045,785   (27,222,022)

Common stock issued for conversion
 of debt and related interest
 (unaudited)                                      --           --        26,483,163      26,483         19,310          --

Net loss for the nine months ended
 September 30, 2003 (unaudited)                   --           --              --          --             --      (1,155,249)
                                           -----------   -----------   -----------   ----------   ------------   ------------

Balance, September 30, 2003 (unaudited)    $      --           --      264,002,290      264,001   $ 23,065,095  $(28,377,271)
                                           ===========   ===========   ===========   ==========   ============  =============
</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,
                                                       --------------------------
                                                          2003         2002
                                                       -----------    -----------

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                    <C>          <C>
Net loss                                               $(1,155,249)   $(1,198,634)
Adjustments to reconcile net loss
to net cash used by operating activities:
  Depreciation, depletion and amortization                 717,614        526,248
  Net gain from sale of assets                            (106,428)          --
  Common stock issued for services                            --           27,000
  Settlement expense                                        64,582
Changes in operating assets and liabilities:
  Decrease (increase) in accounts receivable              (140,080)        10,738
  Increase in prepaid and other current assets                (630)         2,638
  Increase in accounts payable and
    current liabilities                                    609,649        347,205
                                                       -----------    -----------
      Net Cash Used by Operating Activities                (75,124)      (241,701)
                                                       -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:

  Proceeds from sale of assets                             240,000           --
  Expenditures for property and equipment                     --          (49,463)
                                                       -----------    -----------
    Net Cash Provided (Used) by Investing Activities       240,000        (49,463)
                                                       -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:

  Increase in cash overdraft                                  --            3,370
  Stock subscription deposit                                  --          200,000
  Proceeds from related party payables                     233,650        366,431
  Payments on related party payables                      (204,480)      (130,136)
  Proceeds from notes payable                                 --           25,000
  Payments on notes payable                               (206,273)      (174,992)
                                                       -----------    -----------
    Net Cash Provided (Used) by Financing Activities      (177,103)       289,673
                                                       -----------    -----------
NET DECREASE IN CASH                                       (12,227)        (1,491)

CASH, BEGINNING OF PERIOD                                   12,227          1,491
                                                       -----------    -----------
CASH, END OF PERIOD                                    $      --      $      --
                                                       ===========    ===========
CASH PAID FOR:

  Interest                                             $    91,074    $   106,234
  Income taxes                                         $      --      $      --

NON-CASH FINANCING ACTIVITIES:

  Common stock issued for debt and related interest    $    45,793    $    25,000
  Common stock issued for services                     $      --      $    27,000
  Common stock issued for conversion of
    preferred stock and dividends                      $      --      $    23,250

</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, 2003 and December 31, 2002ements



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, 2002 Annual Report on Form 10-KSB.  Operating  results for
         the nine months ended  September 30, 2003 and 2002 are not  necessarily
         indicative  of the  results  that may be  expected  for the year ending
         December 31, 2003.

NOTE 2 - GOING CONCERN

         The Company's condensed  consolidated financial statements are prepared
         using accounting  principles generally accepted in the United States of
         America   applicable  to  a  going  concern  which   contemplates   the
         realization  of assets and  liquidation  of  liabilities  in the normal
         course of  business.  The Company  has  incurred  cumulative  operating
         losses  through  September 30, 2003 of  $28,377,271,  and has a working
         capital deficit at September 30, 2003 of $6,660,222.  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 - RECLASSIFICATIONS

         Certain  2002  amounts  have been  reclassified  to conform to the 2003
         presentations.

NOTE 4 - MATERIAL EVENTS

         On January 31, 2003, the Company  entered into an Agreement of Sale and
         Exchange with PC Pipeline,  Inc.  ("Purchaser")  for 7.6 miles of Tyler
         Construction's  six-inch natural gas pipeline in Pleasants County, West
         Virginia in exchange for the  remaining 35% of the  outstanding  common
         stock of Tyler Construction  Company. This now makes Tyler Construction
         Company a wholly-owned subsidiary of the Company.


                                      -9-
<PAGE>
                       TRANS ENERGY, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                 September 30, 2003 and December 31, 2002ements


NOTE 4 - MATERIAL EVENTS (Continued)

         On February  27,  2003,  the  Company  entered  into an Asset  Purchase
         Agreement with Triad Energy Corporation  ("Triad") and Sancho Oil & Gas
         Corporation  ("Sancho")  whereby Tyler  Construction  Company ("Tyler")
         sold 55,000 feet of gas pipeline located in Tyler and Pleasants County,
         West  Virginia for  $270,000.  $240,000 was paid at the time of closing
         and the remaining $30,000 was payable 60 days from closing.  As part of
         the Agreement,  Tyler assigned its  right-of-ways  and its gas purchase
         contract with Sancho,  along with an agreement for Triad to use Tyler's
         right to transport gas which right is not assignable.

         During  February  2003,  the Company filed Form S-8 with the Securities
         and Exchange Commission for the registration of 3,500,000 shares of the
         Company's  common  stock  to  be  issued  to  A.  Thomas  Crompton  for
         consulting  services that were  performed  during the fourth quarter of
         2002. The shares were valued at $0.003,  which was the trading price at
         the time the shares were registered, for a total value of $10,500.

         During the nine months ended  September  30, 2003,  the Company  issued
         26,483,163  shares of its common stock for the  conversion  of debt and
         related  interest at an average  price of $0.0015 per share for a total
         value of $45,793.

NOTE 5 - JUDGMENTS PAYABLE

         Tioga Lumber Company
         --------------------

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

         On  February  28,  2002,  the Company  and Tioga  reached an  agreement
         wherein the Company would pay Tioga $10,000 by March 5, 2002 and $8,000
         per month thereafter. The 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 feels  that the
         Company has met its obligations in full to Mr. Spencer. Management also
         believes the suit is without merit and intends to vigorously defend the
         action.  The Company has not accrued any amounts for these claims as of
         September 30, 2003 because the Company feels that based on its defenses
         against the claims that the Company will have no additional  liability.
         Due to the early stage of  litigation,  it is not  possible to evaluate
         the  likelihood  of an  unfavorable  outcome or estimate  the extent of
         potential loss.
                                      -10-
<PAGE>
                       TRANS ENERGY, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                 September 30, 2003 and December 31, 2002ements


NOTE 5 - JUDGMENTS PAYABLE (Continued)

         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 September 30, 2003, the total amount
         including  interest of $503,723 is included in judgments payable and is
         classified as a current liability.

         Core Laboratories, Inc.
         -----------------------

         On July 28, 1999,  Core  Laboratories,  Inc. (Core) obtained a judgment
         against  the  Company  for  non-payment  of an  accounts  payable.  The
         judgment calls for monthly  payments of $351 and is bearing interest at
         10.00% per annum.  At  September  30,  2003,  the Company had accrued a
         balance  including  interest of $17,047  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  September  30,  2003,  the Company has accrued a balance  including
         interest of $72,819 which is included in judgment  payable as a current
         liability.

         Baker Hughes Entities
         ---------------------

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

                                      -11-
<PAGE>


                       TRANS ENERGY, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                 September 30, 2003 and December 31, 2002ements


NOTE 5 - JUDGMENTS PAYABLE (Continued)

         Baker Hughes Entities (Continued)
         ---------------------------------

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

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

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

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

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

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

                                      -12-
<PAGE>
                       TRANS ENERGY, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                 September 30, 2003 and December 31, 2002ements

NOTE 5 - JUDGMENTS PAYABLE (Continued)

         Baker Hughes Entities (Continued)
         ---------------------------------

         During 2002,  the Company  assigned the income  stream from the sale of
         oil from three of its wells (Pinon Fee #1,  Sagebrush #1 and  Sagebrush
         #2) to the Baker  entities as payments  towards the amounts  owed.  The
         Company  believes  that this payment  will  satisfy the Baker  Entities
         until the  Company  has paid the full  obligation.  The Baker  Entities
         continue  its  proceedings  to enforce a foreign  judgment  against the
         Company in Pleasants County, West Virginia.  At September 30, 2003, the
         Company has a remaining  liability including interest of $560,634 which
         is included in judgments payable as a current liability.

         During  August  2003,  the Company  received  notice that Baker  Hughes
         Oilfield   Operations,   Inc.   d/b/a/  Baker  Hughes  Inteq.   Western
         Geophysical  ("Baker")  has filed an  Involuntary  Chapter 7 Bankruptcy
         Petition  against the  Company in the United  States  Bankruptcy  Court
         Northern District of West Virginia.  The Company is filing an answer to
         the petition and does not expect Baker to prevail in their petition.

         Lario Oil & Gas Company
         -----------------------

         On January 15,  2003,  Lario Oil & Gas Company  ("Lario")  filed a suit
         against the  Company in the Sixth  District  Court of Campbell  County,
         Wyoming  (Civil  Action No.  24575).  Lario asks for $50,692,  which it
         claims  the  Company  owes  for  operating  fees on the  Pinon  Fee #1,
         Sagebrush #1 and Sagebrush #2 wells, operated by Lario and in which the
         Company has working  interests.  The Company is  preparing an answer to
         the  complaint  and is asking for a complete  accounting  of all monies
         owed.  Lario is  retaining  a  portion  of the  Company's  share of the
         monthly oil production  monies and applying them to the amount owed. At
         September 30, 2003, the Company has accrued $28,699,  which is included
         in accounts payable as a current liability.

         O.C. Smith
         ----------

         On February 5, 2003, O.C. Smith obtained a judgment against the Company
         for $6,000 as  ordered by the  Circuit  Court of Ritchie  County,  West
         Virginia. Mr. Smith had brought suit against the Company,  successor of
         Apple  Corporation,  for an  accounting  of all  gas  purchased  by the
         Company as well as judgment for all amounts  still  owing.  The Company
         had  acquired  all of  Apple  Corporation's  interest  in this  gas and
         management  determined that there was an unpaid balance still owing Mr.
         Smith. The $6,000 is payable in three monthly installments beginning on
         April 25,  2003.  At September  30,  2003,  the Company had accrued the
         total amount of $2,000 and has included it in judgments payable and has
         classified it as a current liability.

                                      -13-
<PAGE>

                       TRANS ENERGY, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                 September 30, 2003 and December 31, 2002ements


NOTE 6 - OUTSTANDING STOCK OPTIONS

         The Company  applies  Accounting  Principles  Board ("APB") Opinion 25,
         "Accounting for Stock Issued to Employees," and related Interpretations
         in  accounting  for all  stock  option  plans.  Under APB  Opinion  25,
         compensation  cost is recognized for stock options granted to employees
         when the option price is less than the market  price of the  underlying
         common stock on the date of grant.

         FASB Statement 123,  "Accounting for Stock-Based  Compensation"  ("SFAS
         No.  123"),  requires  the  Company  to  provide  proforma  information
         regarding net income and net income per share as if compensation  costs
         for the  Company's  stock  option plans and other stock awards had been
         determined in accordance with the fair value based method prescribed in
         SFAS No. 123. The Company  estimates the fair value of each stock award
         at the grant date by using the Black-Scholes option pricing model.

         A summary  of the  status of the  Company's  stock  option  plans as of
         September 30, 2003 and changes during the year is presented below:

                                                             Weighted
                                                             Average
                                       Shares             Exercise Price


Outstanding, December 31, 2002         795,057            $       0.50

      Granted                             --                     --
      Canceled/Expired                    --                     --
      Exercised                           --                     --
                                     ------------         ------------

                                       795,057                    0.50
                                     ============         ============

      Outstanding, June 30, 2003
        (unaudited)                    795,057            $      0.50
                                     ===========          ===========

<TABLE>
<CAPTION>

                                                         Outstanding                           Exercisable
                                         -----------------------------------------     ----------------------------
                                                          Weighted
                                                          Average         Weighted                     Weighted
                                              Number    Remaining         Average        Number        Average
                                         Outstanding    Contractual       Exercise      Exercisable    Exercise
              Exercise Prices               at 6/30/03     Life             Price       at 9/30/03       Price
              ---------------            ------------- ------------     -------------  ------------ ---------------

<S>           <C>                           <C>            <C>          <C>              <C>        <C>
              $ 0.50                        795,057        0.25         $      0.50      795,057    $     0.50
</TABLE>

              The 795,057  options  were issued at $0.50,  which is equal to the
              market  price on the  date of  issuance.  All  options  are  fully
              vested, have a five-year period to be exercised and will expire on
              December  31,  2003.  The options  were not issued  pursuant to an
              employee stock option plan.
                                      -14-
<PAGE>

                       TRANS ENERGY, INC. AND SUBSIDIARIES
                 Notes to the Consolidated Financial Statements
                 September 30, 2003 and December 31, 2002ements


NOTE 7 - 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                         2003        $   392,589     $ 1,178,938
                                                     2002            359,968         269,504
                                                                 -----------     -----------
         Operating loss applicable to
          industry segment                           2003           (803,184)       (172,560)
                                                     2002           (697,869)       (178,456)

         Interest expense                            2003           (281,512)        (21,822)
                                                     2002           (219,412)        (47,419)

         Other income (expenses)                     2003             15,001         126,229
                                                     2002           (274,890)        (47,419)

         Assets
          (net of intercompany accounts)             2003          1,438,487         530,329
                                                     2002          2,303,279         809,689

         Depreciation and amortization               2003            639,350          78,264
                                                     2002            444,692          81,556

         Property and equipment                      2003               --           240,000
                                                     2002             49,463            --

</TABLE>
                                      -15-

<PAGE>

Item 2.  Management's Discussion and Analysis or Plan of Operations

         The following  table sets forth the  percentage  relationship  to total
revenues of principal  items  contained in the our  consolidated  statements  of
operations  for the three and six month  periods  ended  September  30, 2003 and
2002. It should be noted that percentages discussed throughout this analysis are
stated on an approximate basis.
                                   Three Months Ended       Nine Months Ended
                                      September 30,           September 30,
                                  --------------------   ---------------------
                                  2003           2002     2003            2002
                                  ----           ----     ----            ----
                                      (Unaudited)              (Unaudited)
Total revenues                    100%           100%      100%           100%
Total costs and expenses          168            249       162            239
Loss from operations               68            149        62            139
Other income (expense)            (18)           (45)      (12)           (51)
Net loss                          (86)          (194)      (74)          (190)


         Total revenues for the three months  ("third  quarter") and nine months
ended September 30, 2003 increased 54% and 150% respectively, when compared with
the third  quarter and first nine months of 2002,  due primarily to the increase
in gas  prices and  volume.  Our cost of oil and gas for the third  quarter  and
first  nine  months  of 2003  increased  128% and 139%,  respectively,  from the
comparable 2002 periods, due to price increases.

         Salaries and wages  increased  46% for both the third quarter and first
nine months of 2003 compared to the 2002 period,  due to a reallocation of wages
out of general and administrative expenses.  Selling, general and administrative
expenses  increased 17% in the third  quarter of 2003,  but decreased 9% for the
first  nine  months  of  2003.  These  results  are  attributed  to  changes  in
professional  fees and other  operating  expenses.  Depreciation,  depletion and
amortization  decrease 37% in the third  quarter of 2003,  but increased 36% for
the first  nine  months of 2003.  The  decrease  during  the  third  quarter  is
attributed to the change in sales mix with increased gas sales, and the increase
for the first nine months of 2003 is due to increased production.

         Our loss from  operations  for the third  quarter of 2003 was  $337,374
compared to $423,134  for the third  quarter of 2002,  and was  $975,744 for the
first nine  months of 2003  compared  to  $876,325  for the first nine months of
2002.  The decrease in loss from  operations  for the third quarter is primarily
attributed to the increased revenues and decreased  depreciation,  depletion and
amortization,  which more than  offset the  increase in the cost of oil and gas.
The increased loss for the first nine months of 2003 is primarily  attributed to
the  increase  in the cost of oil and gas,  which  was  partially  offset by the
increased revenues. We realized total other expenses of $96,958 during the third
quarter of 2003  compared  to total other  expenses  of  $126,676  for the third
quarter of 2002.  The  decrease  is  attributed  to a 25%  decrease  in interest
expense  due to no  discounts  to  amortize  in 2003 and  paying  off debt  with
proceeds from pipeline sales.  Total other expenses for the first nine months of
2003 were  $179,505  compared to total other  expenses of $322,309  for the 2002
period. This decrease was attributed primarily to the $112, 235 gain on disposal
of assets during the first nine months of 2003.

         As a percentage of total revenues,  total costs and expenses  decreased
from 249% in the third  quarter  of 2002 to 168% for the third  quarter of 2003,
and from 239% for the  first  nine  months  of 2002 to 162% for the  first  nine
months of 2003. This improvement is attributed to revenues  increasing at a rate
greater  than the  increase  in total  costs  and  expenses  for the  respective
periods.

                                      -16-
<PAGE>

         Our net loss for the third  quarter of 2003 was  $425,429  compared  to
$549,820 for the third quarter of 2003, and $1,155,249 for the first nine months
of 2003 compared to $1,198,634for the 2002 period.

         For the  remainder  of fiscal year 2003,  management  expects  selling,
general and administrative  expenses to remain at approximately the same rate as
the first nine months of 2003.  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 2003.

         We have included a footnote to our financial statements for the periods
ended September 30, 2003 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, 2003, we had a
working  capital  deficit of  $6,600,222  compared to a deficit of $6,332,583 at
December  31,  2002.  This 4% increase in working  capital  deficit is primarily
attributed to the increase in accounts  payable,  accrued  expenses and salaries
payable.

         During the first nine  months of 2003,  operating  activities  used net
cash of $75,124  compared to net cash used of $241,701 for the first nine months
of 2002.  These  results  are  primarily  attributed  to  increases  in accounts
receivable and the increased  depletion rate of gas wells.  Net cash provided by
investing activities in the first nine months of 2003 was $240,000,  compared to
net cash  used by  investing  activities  of  $49,463  in the 2002  period.  The
increase is due to proceeds realized from the sale of assets in th 2003 period.

         During the first nine  months of 2003,we  used net cash of  $177,103 by
financing activities compared to net cash realized of $289,673 in the first nine
months of 2002.  These  results are  attributed  to the pay down of debt in 2003
from the sale of assets and a stock subscription deposit in 2002.

         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, 2003,  we had total assets of $1,968,816  and total
stockholders' deficit of $5,048,175,  compared to total assets of $2,747,636 and
total stockholders' deficit of $3,938,719 at December 31, 2002.

         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 commons stock.
At September  30,  2003,  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.

                                      -17-
<PAGE>

Inflation

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

Forward-looking and Cautionary Statements

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

         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.

                                      -18-
<PAGE>

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

         On April 23, 2000, the 189th  District  Court of Harris  County,  Texas
         entered an Agreed Final Judgment in favor of Western  against us in the
         amount of $600,665.36,  together with post judgment interest at 10% per
         annum. Following the judgment, we entered into settlement  negotiations
         with  Western  concerning  our  satisfaction  of the  judgment  through
         payments over a four to five month period,  together with the pledge of
         collateral on certain unencumbered assets. Previously, on or about July
         9, 1998,  a judgment had been  entered in the 152nd  District  Court of
         Harris  County,  Texas  against  us in favor of Baker  Hughes  Oilfield
         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. At September 30, 2003,  we had a remaining  liability,  including
         interest, of $560,634. The Baker Entities continue their proceedings to
         enforce  a  foreign  judgment  against  us in  Pleasants  County,  West
         Virginia.  A hearing with a special commission of the court was held on
         May 29, 2003 in Pleasant County, at which time no additional action was
         taken.

         In August 2003, we received notice that the Baker Entities has filed an
         involuntary  bankruptcy  petition  against  us  in  the  United  States
         Bankruptcy Court,  Northern District of West Virginia. We are preparing
         and filing an answer to the petition and management does not expect the
         Baker Entities to prevail in their petition.

                                      -19-
<PAGE>

         (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.  During the third  quarter of 2003,  the
         remaining balance on the judgment was paid in full.

         (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 have made
         several  payments to Mr. Forbus.  Mr. Forbus has made a demand upon for
         payment in full. We are not currently making payments.

         (d) In January  2002,  a suit  entitled  Dennis L.  Spencer  vs.  Trans
         Energy,  Inc. and Messrs.  Woodburn and Bagley was filed in the Circuit
         Court of Ritchie County, West Virginia ( Civil Action No. 02-C-02). The
         complaint  alleges that we sold certain assets which Mr. Spencer claims
         to be the beneficial  owner. The complaint seeks $1,000,000 in damages.
         We have  filed an  answer  to the  complaint  and the  matter  is still
         pending.

         (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 and the  current  balance is $28,692.
         This  amount  has  increased  from the last  quarter  due to  increased
         expenses  incurred  with  the  installation  of a  water  flow  on  the
         Sagebrush field.


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, 2003,
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.

                                      -20-
<PAGE>

Item 5.           Other Information

         This Item is not applicable.


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

                  There were no current  reports filed on Form 8-K for the three
                  month period ended September 30, 2003.


                                      -21-
<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: November 19, 2003       By  /S/  ROBERT I. RICHARDS
                                 -----------------------------------------------
                                       ROBERT I. RICHARDS, President,
                                       Chief Executive Officer and Director




Date:  November 19, 2003      By  /S/  WILLIAM F. WOODBURN
                                 -----------------------------------------------
                                       WILLIAM F. WOODBURN
                                       Secretary / Treasurer
                                       (Principal Accounting Officer)


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