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, 1997

                                    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, 1997
Common Stock, $.001 par value                      5,663,215



                             TABLE OF CONTENTS

Heading                                                   Page
                      PART I.  FINANCIAL INFORMATION

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

          Consolidated Balance Sheets -- September 30, 
          1997 and December 31, 1996 . . . . . . . . . .    4

          Consolidated Statements of Operations -- 
          three months ended September 30, 1997 and
          1996, and nine months ended September 30,
          1997 and 1996. . . . . . . . . . . . . . . . .    6

          Consolidated Statements of Stockholders' Equity   8

          Consolidated Statements of Cash Flows --
          three months ended September 30,1997 and
          1996, and nine months ended September 30,
          1997 and 1996. . . . . . . . . . . . . . . . .    9

          Notes to Consolidated Financial Statements . .   11

Item 2.   Management's Discussion and Analysis and 
          Results of Operations. . . . . . . . . . . . .   12

                        PART II. OTHER INFORMATION

Item 1.   Legal Proceedings. . . . . . . . . . . . . . .   14

Item 2.   Changes In Securities. . . . . . . . . . . . .   15

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

Item 4.   Submission of Matters to a Vote of
          Securities Holders . . . . . . . . . . . . . .   15

Item 5.   Other Information. . . . . . . . . . . . . . .   15

Item 6.   Exhibits and Reports on Form 8-K . . . . . . .   15

          SIGNATURES . . . . . . . . . . . . . . . . . .   16
<PAGE>

                                  PART I

Item 1.   Financial Statements

     The following unaudited Consolidated Financial Statements for
the period ended September 30, 1997 and December 31, 1996, have
been prepared by the Company.











                            TRANS ENERGY, INC.

                     CONSOLIDATED FINANCIAL STATEMENTS

                 September 30, 1997 and December 31, 1996
<PAGE>

                            TRANS ENERGY, INC.
                        Consolidated Balance Sheets


                                  ASSETS

                                      September 30, December 31,
                                           1997          1996            
                                      (Unaudited)                   
CURRENT ASSETS

  Cash                                $     45,044  $  481,846    
  Accounts receivable                      170,406     235,757 
  Prepaid expenses                         172,756      59,601 

     Total Current Assets                  388,206     777,204 

PROPERTY AND EQUIPMENT

  Office equipment                             318        -      
  Vehicles                                 103,354      44,552 
  Machinery and equipment                   62,206      62,206 
  Pipeline                               2,192,001   2,192,001 
  Well equipment                           374,972     358,471 
  Wells                                  4,000,398   3,177,416 
  Leasehold acreage                        263,500     263,500 
  Accumulated depreciation              (1,463,056) (1,381,129)

     Total Fixed Assets                  5,533,693   4,717,017 

OTHER ASSETS

  Loan acquisition costs                      -          6,122 

     Total Other Assets                       -          6,122 

     TOTAL ASSETS                     $  5,921,899  $5,500,343 













The accompanying notes are an integral part of these financial statements.
<PAGE>

                            TRANS ENERGY, INC.
                  Consolidated Balance Sheets (Continued)


                   LIABILITIES AND STOCKHOLDERS' EQUITY

                                      September 30, December 31,
                                          1997          1996            
                                      (Unaudited)                   
CURRENT LIABILITIES

  Accounts payable - trade            $  1,074,583  $  685,711 
  Accrued expenses                         323,755      29,385 
  Notes payable - current portion          380,013     645,348 

     Total Current Liabilities           1,778,351   1,360,444 

NET LIABILITIES IN EXCESS OF ASSETS OF
 DISCONTINUED OPERATIONS                   602,074     668,717 

LONG-TERM LIABILITIES

  Advances from related parties             64,033     605,190 
  Notes payable                            646,246     646,246 

     Total Long-Term Liabilities           710,279   1,251,436 

     Total Liabilities                   3,090,704   3,280,597 

COMMITMENTS AND CONTINGENCIES                 -           -      

MINORITY INTERESTS                            -           -      

STOCKHOLDERS' EQUITY 

  Common Stock:  30,000,000 shares 
   authorized at $0.001 par value; 
   5,663,215 and 3,824,043 shares 
   issued and outstanding, respectively      5,663       3,824     
  Capital in excess of par value        10,884,873   8,926,633 
  Accumulated deficit                   (8,059,341) (6,710,711)

     Total Stockholders' Equity          2,831,195   2,219,746 

     TOTAL LIABILITIES AND STOCKHOLDERS' 
      EQUITY                          $  5,921,899  $5,500,343 





The accompanying notes are an integral part of these financial statements.
<PAGE>

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

                      For the Nine Months   For the Three Months   
                       Ended September 30,   Ended September 30,           
                          1997       1996      1997       1996        

REVENUES

  Oil and gas sales     $801,982  $ 984,380  $ 258,432   $357,262

    Total Revenues       801,982    984,380    258,432    357,262
                      
COSTS AND EXPENSES

  Cost of oil and gas    444,312    627,823    196,047    225,924
  Salaries and wages     208,398     77,289     78,012     20,542
  Depreciation and 
   amortization          219,136    114,620     42,784     40,334
  Selling, general and
    administrative       921,092    284,191    299,608     88,336

    Total Costs and 
     Expenses          1,792,938  1,103,923    616,451    375,136

     Net Income (Loss)
      from Operations   (990,956)  (119,543)  (358,019)   (17,874)

OTHER INCOME (EXPENSE)

  Bad debt expense      (100,000)      -          -          -     
  Interest income         10,229       -            74       -     
  Interest expense      (267,903)  (722,545)   (86,736)  (314,667)

    Total Other Income
     (Expense)          (357,674)   (722,545)  (86,662)  (314,667)

NET INCOME (LOSS) BEFORE INCOME 
 TAXES AND  AND MINORITY INTERESTS 
 AND EXTRAORDINARY 
 INCOME (LOSS)        (1,348,630)   (842,088)  (444,681) (332,541)

INCOME TAXES                -            -         -         -     

NET INCOME (LOSS) BEFORE MINORITY
 INTERESTS AND EXTRAORDINARY
  INCOME (LOSS)       (1,348,630)    (842,088) (444,681) (332,541)

MINORITY INTERESTS          -          15,960      -         -     

NET INCOME (LOSS) BEFORE
 EXTRAORDINARY INCOME (LOSS) 
 AND DISCONTINUED 
 OPERATIONS           (1,348,630)    (826,128) (444,681) (332,541)

LOSS FROM DISCONTINUED
 OPERATIONS                 -        (525,720 )    -     (361,270)

NET INCOME (LOSS) 
 BEFORE EXTRAORDINARY
 NCOME (LOSS)        $(1,348,630) $(1,351,848)$(444,681)$(693,811)


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

<PAGE>

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

                             For the Nine Months     For the Three Months   
                             Ended September 30,      Ended September 30,
                              1997         1996         1997      1996        


EXTRAORDINARY INCOME (LOSS)

  Forgiveness of debt     $      -     $   20,000  $      -     $    -     
  Early payoff of debt           -        (10,444)        -          -     

      TOTAL EXTRAORDINARY
        INCOME (LOSS)            -          9,556         -          -     

NET INCOME (LOSS)         $(1,348,630) $(1,342,292) $ (444,681) $ (693,811)

PRIMARY EARNINGS (LOSS) 
  PER SHARE

NET INCOME (LOSS) BEFORE
 EXTRAORDINARY INCOME     $     (0.31) $     (0.41) $    (0.09) $    (0.22)

EXTRAORDINARY INCOME             -             NIL        -            NIL

NET INCOME (LOSS)         $     (0.31) $     (0.41) $    (0.09)  $   (0.22)

FULLY DILUTED EARNINGS
  (LOSS) PER SHARE

NET INCOME (LOSS) BEFORE
 EXTRAORDINARY INCOME     $     (0.31) $     (0.41) $    (0.09)  $   (0.22)

EXTRAORDINARY INCOME             -             NIL         -           NIL

NET INCOME (LOSS)         $     (0.31) $     (0.41) $    (0.09)  $   (0.22)  






















The accompanying notes are an integral part of these financial statements.
<PAGE>

                             TRANS ENERGY, INC.
              Consolidated Statements of Stockholders' Equity

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

Balance, December 31, 1995    3,174,122   $    3,174   $5,629,734  $(3,071,721)

Common stock issued for
 debenture at $0.90 per share    55,555           56       49,944         - 

Common stock issued for
 services at $2.67 per share      9,000            9       23,991         -  

Common stock warrants issued       -            -         774,000         -   

Cancellation of common stock
 options issued services           -            -        (275,000)        -  

Shareholder loans contributed
 to capital                        -            -         250,000         -

Issuance of common stock for
 cash at $5.36 per share        585,366          585    3,137,415         - 

Common stock offering costs        -            -        (663,451)        - 

Net loss for the year ended
 December 31, 1996                 -            -            -      (3,638,990)

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

Issuance of common stock for
 services at $2.75 per share
 (unaudited)                     25,000           25       68,725         -  

Issuance of common stock for
 services at $1.38 per share
 (unaudited)                     75,000           75      103,050         - 

Conversion of debenture to common
 stock at $1.10 per share 
 (unaudited)                    455,840          456      499,544         -

Conversion of debenture to 
 common stock $9.90 per share 
 (unaudited)                  1,033,332        1,033      967,171         -   

Issuance of common stock for 
 services to the Company at 
 $1.28 per share (unaudited)    250,000          250      319,750         - 

Net loss for the nine months
 ended September 30, 1997 
 (unaudited)                       -            -            -      (1,348,630)

Balance, September 30, 1997
 (Unaudited)                  5,663,215   $    5,663  $10,884,873 $ (8,059,341)



  The accompanying notes are an integral part of these financial statements.
<PAGE>

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

                               For the Nine Months       For the Three Months
                               Ended September 30,        Ended September 30,
                                 1997       1996           1997         1996 

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss)           $(1,348,630) $(1,342,292) $  (444,681) $  (693,811)
Adjustments to Reconcile Net
 Income to Cash Provided by
 Operating Activities:
   Depreciation, depletion 
    and amortization            219,136      371,129       42,784       64,765
   Minority interest               -         (39,393)        -              38
   Common stock issued for 
    services                    421,875       24,000      250,000          - 
Changes in Operating Assets 
  and Liabilities:
   Decrease (increase) in 
    accounts receivable          65,351       22,439        4,114       35,440
   Decrease (increase) in 
    inventory                      -           9,351         -         323,910
   Decrease (increase) in 
    prepaid expenses           (113,155)        (136)    (172,756)        - 
   Decrease (increase) in loan
    acquisition costs            98,973      367,587       98,973      193,500
   Increase (decrease) in 
    accounts payable
    and accrued expenses        692,396      484,862      196,514      307,401
   Increase (decrease) in
    interest payable             (9,154)     (13,357)        -           9,464

     Cash Provided (Used) by
      Operating Activities      (26,792)    (115,810)     (25,052)     240,707

CASH FLOWS FROM INVESTING ACTIVITIES:

   Expenditures for property and 
    equipment                  (911,363)     (82,508)    (113,027)    (44,169) 

     Cash Provided (Used) by
        Investing Activities $ (911,363)  $  (82,508) $  (113,027)  $ (44,169)




















  The accompanying notes are an integral part of these financial statements.
<PAGE>

                              TRANS ENERGY, INC.
              Consolidated Statements of Cash Flows (Continued)
                                 (Unaudited)

                                  For the Nine Months    For the Three Months
                                  Ended September 30,     Ended September 30,
                                    1997       1996        1997        1996

CASH FLOWS FROM FINANCING ACTIVITIES:

Payment of stock offering costs  $     -     $ (71,091)  $    -     $  (31,591)
Borrowings of long-term debt      1,312,700    551,309        -           -  
Repayment to related parties       (410,541)    13,559        -         (1,313)
Borrowings from related parties        -       200,135        -        111,820
Principal payments on 
  long-term debt                   (454,390)  (343,655)   (300,326)   (142,550)

     Cash Provided (Used) by
       Financing Activities         447,769    350,257    (300,326)    (63,634)

NET INCREASE (DECREASE) IN CASH    (436,802)   151,939    (438,405)    132,904

CASH AND CASH EQUIVALENTS,
   BEGINNING OF PERIOD              481,846       -        483,449      19,035

CASH AND CASH EQUIVALENTS,
   END OF PERIOD                 $   45,044  $ 151,939  $   45,044    $151,937

CASH PAID FOR:

   Interest                      $  181,167  $ 260,938  $     -       $ 92,582
   Income taxes                  $     -     $    -     $     -       $   -     

NON-CASH FINANCING ACTIVITIES:

   Common stock issued for 
    services                     $  421,875  $  24,000  $  250,000    $   -   
   Conversion of debt to equity  $1,538,207  $  50,000  $1,038,207    $   -  
   Warrants issued for loan 
     acquisition costs           $     -     $ 774,000  $     -       $   - 
   Shareholder loans contributed
     to capital                  $     -     $ 250,000  $     -       $250,000




















  The accompanying notes are an integral part of these financial statements.
<PAGE>

                              TRANS ENERGY, INC.
               Notes to the Consolidated Financial Statements 
                   September 30, 1997 and December 31, 1996


NOTE 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

       The accompanying consolidated financial statements have been
       prepared by the Company without audit.  In the opinion of
       management, all adjustments (which include only normal recurring
       adjustments) necessary to present fairly the financial position,
       results of operations and cash flows at September 30, 1997 and
       for all periods presented have been made.

       Certain information and footnote disclosures normally included
       in consolidated financial statements prepared in accordance with
       general accepted accounting principles have been condensed or
       omitted.  It is suggested that these condensed consolidated
       financial statements be read in conjunction with the financial
       statements and notes thereto included in the Company's December
       31, 1996 audited consolidated financial statements.  The results
       of operations for the periods ended September 30, 1997 and 1996
       are not necessarily indicative of the operating results for the
       full year.

NOTE 2 - CONVERTIBLE DEBENTURES

       In March 1997, the Company completed an offering of $1,430,000
       of convertible debentures.  The Company received net proceeds of
       $1,212,700 after the costs of the offering.  The costs of the
       offering will be amortized over the life of the loan.  The
       convertible debentures bear interest at 8% per annum, payable on
       a prorata basis at the earlier of the conversion date or the
       maturity date (March 25, 2000).  The convertible debentures are
       convertible to common stock at the lesser of 80% of the 5 day
       average daily closing bid price for the 5 trading days
       immediately preceding the closing date or 75% of the 5 day
       average daily closing bid price for the 5 trading days
       immediately preceding the applicable conversion date.  The
       debentures are subject to a mandatory 36 months conversion
       feature at the end of which all debentures outstanding will be
       automatically converted upon the terms above.

       During the nine months ended September 30, 1997 the convertible
       debentures were converted to shares of common stock. 
       Accordingly, the related loan fees were expensed in the period
       then ended.
<PAGE>

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

    The following table sets forth the percentage relationship to
total revenues of principal items contained in the Company's
Consolidated Statements of Operations for the three month and nine
month periods ended September 30, 1997 and 1996.  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,  
                          1997           1996    1997        1996
                             (Unaudited)            (Unaudited) 
Total revenues . . . . .   100%          100%    100%        100%
Total costs and expenses . 239           105     224         112 
Other income (expense) .   (34)          (88)    (45)        (73)
Net (loss) before income 
  taxes, minority interest 
  and extraordinary income
  (loss) . . . . . . . .  (172)          (93)   (168)        (86)
Income taxes . . . . . .     -             -       -           - 
Minority interest. . . .     -             -       -           2 
Net (loss) before 
  extraordinary income 
  (loss) and discontinued
  operations . . . . . .  (172)          (93)   (168)        (84)
Loss from discontinued 
  operations . . . . . .     -          (101)      -         (53)
Extraordinary income . .     -             -       -           1 
Net income (loss). . . .  (172)         (194)   (168)       (136)
                       

Results of Operations

    Total Revenues for the three month period ended September 30,
1997 ("third quarter of 1997") and the nine month period ended
September 30, 1997 ("first nine months of 1997) decreased 28% and
19%, respectively, when compared to the corresponding 1996 periods. 
This decrease is attributed to the Company's continuing decision
not to purchase gas from its suppliers at a price higher than
management believed it could profitably resell the gas, and was
partially offset by higher prices and higher volumes of oil and gas
produced from Company owned wells.  Total costs and expenses as a
percentage of total revenues increased from 105% in the third
quarter of 1996 to 239% for the third quarter of 1997, and from 112
for the first nine months of 1996 to 224% for the first nine months
of 1997.  Total costs and expenses for the third quarter of 1997
increased 64% compared to the corresponding 1996 period and
increased 62% for the first nine months of 1997, compared to the
same 1996 period.  This increase is primarily attributed to the
224% increase in selling, general and administrative costs which
was partially offset by a 29% decrease in the cost of oil and gas
due to the Company's decision not to purchase higher priced gas
from its suppliers.  Salaries and wages increased 280% to $78,012
for the third quarter of 1997 and increased 170% to $208,398 for
the first nine months of 1997, compared to the corresponding 1996
periods.  Depreciation and depletion increased 6% in the third
quarter of 1997 and increased 91% for the first nine months of 1997
compared to the same periods in 1996. Selling, general and
administrative expenses increased 239% to $299,608 in the third
quarter of 1997 and increased 224% to $921,092 for the first nine
months of 1997 compared to the same periods in 1996.  Interest
expense decreased 72% to $86,736 for the third quarter of 1997 and
decreased 63% to $267,903 for the first nine months of 1997 due to
decreased borrowings and the 1997 issuance of additional shares of
common stock to debenture holders.

    The Company's minority interests of $0 for the third quarter
of 1997 was unchanged form the third quarter of 1996.  The
Company's net loss was $444,681 for the third quarter of 1997 and
$1,348,630 for the first nine months of 1997 compared to losses of
$693,811 and $1,351,848 for the respective periods in 1996.

    For the remainder of fiscal year 1997, management expects
salaries and wages to increase and other general and administrative
expenses to remain at approximately the same rate as for the third
quarter of 1997.  The cost of oil and gas produced is expected to
fluctuate with the amount produced and with prices of oil and gas
generally, and management anticipates that revenues are likely to
increase during the remainder of 1997.

Net Operating Losses

    The Company has accumulated approximately $8,059,341 of net
operating loss carryforwards as of September 30, 1997, which may be
offset against future taxable income through the year 2011 when the
carryforwards expire.  The use of these losses to reduce future
income taxes will depend on the generation of sufficient taxable
income prior to the expiration of the net operating loss
carryforwards.  In the event of certain changes in control of the
Company, there will be an annual limitation on the amount of net
operating loss carryforwards which can be used.  No tax benefit has
been reported in the financial statements for the period ended
September 30, 1997 because the potential tax benefits of the loss
carryforward is offset by valuation allowance of the same amount.

Liquidity and Capital Resources

    Historically, the Company's working capital needs have been
satisfied through its operating revenues and from borrowed funds. 
Working capital at September 30, 1997 of a negative $1,390,145
decreased from a negative $583,240 at December 31, 1996.  This
change is primarily attributed to the increase in accounts payable
from $685,711 at December 31, 1996 to $1,074,583 at September 30,
1997, and the increase in accrued expenses from $29,385 at December
31, 1996 to $323,755 at September 30, 1997.  The Company
anticipates meeting its working capital needs during the remainder
of the current fiscal year with revenues from operations.

<PAGE>

    As of September 30, 1997, the Company had total assets of
$5,921,899 and total stockholders equity of $2,831,195 compared to
total assets of $5,500,343 and total stockholders equity of
$2,219,746 at December 31, 1996.  This represents a $421.556 (8%)
increase in total assets and a $611,449 (28%) increase in total
stockholders equity for the period.  For this same period, cash
decreased from $481,846 to $45,044 and total current assets
decreased 50% due to decreases in accounts receivable and cash. 
Total current liabilities increased 31% primarily attributed to an
increase in the Company's accounts payable and accrued expenses.

    At September 30, 1997, the Company's current portion of its
long term debt was $380,013.  In 1996, certain outstanding
convertible debentures having a face value of $50,000 plus accrued
interest were convened into common stock.  In 1997, convertible
debentures with a face value of $1,430,000 were converted into
common stock.  The Company currently anticipates that it will be
able to provide for its debt obligations and repayments coming due
during the remainder of 1997 from operating revenues generated by
the Company.

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

Risk Factors and Cautionary Statements

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

                                  PART II

Item 1.  Legal Proceedings

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

    On December 30, 1996, a complaint entitled R&K Oil Company,
Inc. vs. Trans Energy, Inc. was filed in the United States District
Court, Western District of Texas, Midland/Odessa Division
(# MO96CA197).  The complaint alleges that the Company owes R&K Oil
Company, Inc. $131,978 as a result of business transacted by the
Company's subsidiary, Vulcan Energy Corporation.  The complaint was
dismissed June 3, 1997.

    On March 12, 1997, a complaint entitled F. Worthy Walker vs.
Loren Bagley, William Woodburn, Mark Woodburn, Trans Energy, Inc.
and Vulcan Energy Corporation, was filed in the District Court of
Dallas, Texas (# 9702304C).  The complaint alleges that the Company
breached certain contracts related to Mr. Walkers employment with
Vulcan Energy Corporation, and seeks punitive and exemplary
damages.  The Company denies all allegations.  Management believes
that the results of the proceedings will not have a material
adverse effect on the Company.

    On May 14, 1997, a complaint entitled R&K Oil Company, Inc.
vs.  Vulcan Energy Corporation and Trans Energy, Inc. was filed in
District Court, Andrews County, Texas, 109th Judicial District
(File #14,430).  The complaint alleges that the Company owes R&K
Oil Company, Inc.  $126,978 as a result of business transacted by
the Company's subsidiary, Vulcan Energy Corporation.  The complaint
also seeks $500,000 for breach of contract.  The Company denies all
allegations and management believes that the results of the
proceedings will not have a materially adverse affect on the
Company.

Item 2.  Changes In Securities

    During the third quarter of 1997, the Company issued 250,000
shares of its common stock, valued at $1.28 per share, to one
person for services rendered to the Company.  Also during the third
quarter of 1997, $930,000 of the Company's 8% convertible
debentures, issued in March 1997, were converted into 1,033,332
shares of common stock at $.90 per share, issued to two persons. 
The issuances of shares for services was made in a private
transaction in reliance on the exemption from registration provided
by Section 4(2) of the Securities Act of 1933, as amended (the
"Act").  The issuance of shares pursuant to the conversion of the
convertible debentures was made in reliance on the exemption from
registration provided by Section 3(a)(9) and, as to the original
issuance of the convertible debenture, Regulation S of the Act.

Item 3.  Defaults Upon Senior Securities

    This Item is not applicable to the Company.

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

    This Item is not applicable to the Company.

Item 5.  Other Information

    This Item is not applicable to the Company.

Item 6.  Exhibits and Reports on Form 8-K

    (b)  Reports on Form 8-K

    No reports on Form 8-K were filed during the three month
period ended September 30, 1997.
<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 26, 1997                    By   Loren E. Bagley       
                                                   (Signature)
                                       LOREN E. BAGLEY, President
                                       and Chief Executive Officer
                                       (Chief Financial Officer)




Date:  November 26, 1997                    By   William F. Woodburn    
                                                     (Signature)
                                       William F. Woodburn, Vice
                                       President and Director
                                       (Principal Accounting Officer)