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

                                  FORM 10-QSB/A

                (X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                  For the quarterly period ended March 31, 2003

                                       OR

                 ( ) TRANSITION REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
              For the transition period from__________ to__________

Commission File Number 1-31398

                        NATURAL GAS SERVICES GROUP, INC.
        (Exact name of small business issuer as specified in its charter)

        Colorado                                                 75-2811855
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                                  2911 SCR 1260
                              Midland, Texas 79706
                    (Address of principal executive offices)

                                 (915) 563-3974
                           (Issuer's Telephone number)

                                       N/A
     ----------------------------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the  registrant  filed all  documents  and reports  required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court.

                                   Yes     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.

                                                         Outstanding at
          Class                                          April 30, 2003
-----------------------------                      -----------------------------

Common Stock, $.001 par value                                4,857,632
                                                       ---------------------

Transitional Small Business Disclosure Format (Check one):  Yes    No X
                                                               ---   ---

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                        NATURAL GAS SERVICES GROUP, INC.

Commission File Number:  1-31398

Quarter Ended March 31, 2003


FORM 10-QSB

Part I - FINANCIAL INFORMATION


Unaudited Consolidated Balance Sheet.....................................Page  1


Unaudited Consolidated Income Statements.................................Page  2


Unaudited Consolidated Statements of Cash Flows..........................Page  3


Notes to Unaudited Consolidated Financial Statements.....................Page  4


Management's Discussion and Analysis or Plan of Operation................Page  6

Controls and Procedures..................................................Page 10

Part II - OTHER INFORMATION

Changes in Securities....................................................Page 10

Exhibits and Reports on Form 8-K.........................................Page 11

Signatures...............................................................Page 11





                        Natural Gas Services Group, Inc.
                           Consolidated Balance Sheet
                                   (unaudited)
                                 March 31, 2003

                                     ASSETS
Current Assets:
   Cash and cash equivalents                                         $ 1,611,244
   Accounts receivable - trade                                           981,398
   Lease receivable - net                                                100,143
   Inventory                                                           2,204,467
   Prepaid expenses                                                       45,038
                                                                     -----------
         Total current assets                                          4,942,290

Property, plant and equipment, net                                    18,443,470
Goodwill, net                                                          2,589,655
Patents, net                                                             134,555
Lease receivable net                                                      87,198
Other assets                                                             113,423
                                                                     -----------
         Total assets                                                $26,310,591
                                                                     ===========

                      LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
   Current portion of long term debt and capital lease               $ 2,224,133
   Accounts payable and accrued liabilities                              848,809
   Unearned Income                                                       423,946
                                                                     -----------
         Total current liabilities                                     3,496,888

Long term portion, less current portion and capital lease              7,110,375
Subordinated notes, net                                                1,360,626
Deferred income tax payable                                            1,254,856
                                                                     -----------
              Total liabilities                                       13,222,745
                              SHAREHOLDERS' EQUITY
Preferred stock                                                            3,817
Common stock                                                              48,576
Paid in capital                                                       10,968,733
Retained earnings                                                      2,066,720
                                                                     -----------
         Total shareholders' equity                                   13,087,846
                                                                     -----------
         Total liabilities and shareholders' equity                  $26,310,591
                                                                     ===========


The accompanying notes are an integral part of the consolidated balance sheet









1


                        Natural Gas Services Group, Inc.
                         Consolidated Income Statements
                                   (unaudited)

                                                   Three months ended March 31,
                                                   ----------------------------
                                                       2003             2002
                                                   -----------      -----------
Revenue:
   Sales                                           $   565,272      $ 1,349,017
   Service and maintenance income                      377,310          341,862
   Leasing income                                    1,401,163          999,517
                                                   -----------      -----------
                                                     2,343,745        2,690,396
Cost of revenue:
   Cost of sales                                       433,173        1,065,152
   Cost of service and maintenance                     335,301          333,148
   Cost of leasing                                     360,917          282,535
                                                   -----------      -----------
                                                     1,129,391        1,680,835
                                                   -----------      -----------
Gross Margin                                         1,214,354        1,009,561

 Operating Cost:
   Selling expense                                     138,947          124,667
   General and administrative expense                  380,166          273,541
   Amortization and depreciation                       361,966          254,404
                                                   -----------      -----------
                                                       881,079          652,612
                                                   -----------      -----------
Operating income                                       333,275          356,949

   Interest expense                                   (154,083)        (257,360)
   Equity in earnings of joint venture                    --             83,452
   Other income                                         22,547            1,698
                                                   -----------      -----------
Income before income taxes                             201,739          184,739
   Provision for income tax                             83,856           88,563
                                                   -----------      -----------
Net income                                             117,883           96,176
   Preferred dividends                                  31,010           44,185
                                                   -----------      -----------
Net income available to common shareholders        $    86,873      $    51,991
                                                   ===========      ===========


         Earnings per share:
         Basic                                     $      0.02      $      0.02
         Diluted                                   $      0.02      $      0.01
         Weighted average Shares:
         Basic                                       4,857,632        3,357,632
         Diluted                                     5,059,456        3,798,176

The  accompanying  notes  are  an  integral  part  of  the  consolidated  income
statements.













2




                        Natural Gas Services Group, Inc.
                      Consolidated Statements of Cash Flows
                                   (unaudited)
                                                                     Three Months      Three Months
                                                                         Ended             Ended
                                                                    March 31, 2003    March 31, 2002
                                                                    --------------    --------------
                                                                                
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net Income                                                       $      117,883    $       96,176
      Adjustments to reconcile net income to net cash used in
      operating activities:
      Depreciation and amortization                                        361,966           254,404
      Deferred taxes                                                        83,856            88,563
      Amortization of debt issuance costs                                   16,239            16,239
      Equity in earnings of joint venture                                     --             (83,452)
      Gain on disposal of assets                                           (14,979)             --
      Changes in operating assets and liabilities:
      Trade and other receivables                                         (335,448)         (375,592)
      Inventory                                                           (658,519)         (255,626)
      Prepaid expenses and other                                           128,264            21,233
      Accounts payable and accrued liabilities                             146,651           188,612
      Deferred income                                                      106,385            27,143
      Other                                                                (85,659)          (55,507)
                                                                    --------------    --------------
  NET CASH USED IN OPERATING ACTIVITIES                                   (133,361)          (77,807)

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of property and equipment                                   (3,143,155)         (782,522)
   Acquisition of remaining interest in LLC net of cash  acquired          241,953              --
   Proceeds from sale of property and equipment                            105,000              --
   Decrease in lease receivable                                             23,171            20,115
   Distribution from equity method investee                                 49,890            57,839
                                                                    --------------    --------------
  NET CASH USED IN INVESTING ACTIVITIES                                 (2,723,141)         (704,568)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Net proceeds from bank loans and line of credit                       2,225,623           675,000
   Repayments of long term debt                                           (440,505)         (231,581)
   Proceeds from stock offering, net of offering cost                         --              12,724
   Dividends paid on preferred stock                                       (31,010)          (44,185)
                                                                    --------------    --------------
NET CASH USED IN INVESTING ACTIVITIES                                    1,754,108           411,958
                                                                    --------------    --------------
NET CHANGE IN CASH AND CASH EQUVALENTS                                  (1,102,394)         (370,417)
CASH AT BEGINNING OF PERIOD                                              2,713,638           506,669
                                                                    --------------    --------------
CASH AT END OF PERIOD                                               $    1,611,244    $      136,252
                                                                    ==============    ==============

SUPPLEMENTAL DICLOSURE OF CASH FLOW INFORMATION:
      Interest paid                                                 $      154,083    $      257,360
      Income taxes paid                                             $         --      $         --



The accompanying notes are an integral part of the consolidated statements of
cash flows.




3


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 (1) Basis of Presentation

         The   accompanying   unaudited   financial   statements   present   the
consolidated results of our company and its wholly-owned subsidiaries taken from
our  books  and  records.  In  our  opinion,   such  information   includes  all
adjustments,   consisting  of  only  normal  recurring  adjustments,  which  are
necessary  to make our  financial  position at March 31, 2003 and the results of
our  operations  for the three months  periods ended March 31, 2003 and 2002 not
misleading.  As permitted by the rules and  regulations  of the  Securities  and
Exchange Commission (SEC) the accompanying  financial  statements do not include
all disclosures normally required by accounting principals generally accepted in
United  States  of  America.  These  financial  statements  should  be  read  in
conjunction with the financial  statements included in our Annual Report on Form
10-KSB on file with the SEC.  Investments in joint ventures in which our company
does not have majority  voting  control are accounted for by the equity  method.
All   intercompany   balances  and   transactions   have  been   eliminated   in
consolidation. In our opinion , the consolidated financial statements are a fair
presentation of the financial position, results of operations and cash flows for
the periods presented.

         The results of operations for the three months ended March 31, 2003 are
not  necessarily  indicative of the results of operations to be expected for the
full fiscal year ending December 31, 2003

(2) Stock-based Compensation

Statement of Financial  Accounting  Standards No. 123, ("SFAS 123")  "Accounting
for Stock-Based Compensation," encourages, but does not require, the adoption of
a fair value-based  method of accounting for employee  stock-based  compensation
transactions.  We have elected to apply the provisions of Accounting  Principles
Board Opinion No. 25 ("Opinion 25"), "Accounting for Stock Issued to Employees,"
and  related  interpretations,   in  accounting  for  its  employee  stock-based
compensation  plans.  Under  Opinion  25,  compensation  cost is measured as the
excess, if any, of the quoted market price of our stock at the date of the grant
above the amount an employee must pay to acquire the stock.

Had  compensation  costs for options  granted to our employees  been  determined
based on the fair value at the grant dates consistent with the method proscribed
by SFAS No. 123, our pro forma net income and earnings per share would have been
reduced to the pro forma amounts listed below:



                                                                      Three Months Ended
                                                                           March 31,
                                                                       2003         2002
                                                                    ---------    ---------
                                                                              
Pro forma impact of fair value method
 Income applicable to common shares, as reported                       86,873       51,991
 Pro-forma stock-based compensation costs under the fair value
  method, net of related tax                                           (7,683)        --
 Pro-forma income applicable to common shares under the
  fair-value method                                                    79,190       51,991
Earnings per common share
 Basic earnings per share reported                                       0.02         0.02
 Diluted earnings per share reported                                     0.02         0.01
 Pro-forma basic earnings per share under the fair value method          0.02         0.02
 Pro-forma diluted earnings per share under the fair value method        0.02         0.01
Weighted average Black-Scholes fair value assumptions:
 Risk free rate                                                     4.0%-5.2%    4.0%-5.2%
 Expected life                                                       5-10 yrs     5-10 yrs
 Expected volatility                                                    50.0%        50.0%
 Expected dividend yield                                                 0.0%        0.0%







4


(3) Acquisitions

         On  February  28,  2003  we  entered  into  an  agreement  with  Hy-Bon
Engineering Company, Inc. ("Hy-Bon") pursuant to which we agreed to purchase and
Hy-Bon  agreed to sell 28 of it's  compressor  packages.  The adjusted  purchase
price  amounted to  approximately  $2,140,000.  As part of the purchase and sale
agreement, Hy-Bon will withdraw as a member of Hy-Bon Rotary Compression, L.L.C.
effective  as of  January  1,  2003.  We, as the other  member of Hy-Bon  Rotary
Compression, L.L.C., will retain all assets of Hy-Bon Rotary Compression, L.L.C.
that as of December 31, 2002, had an unaudited  aggregate value of $346,511.  We
plan to  dissolve  Hy-Bon  Rotary  Compression,  L.L.C.  and have  agreed not to
operate under the name Hy-Bon.

(4) Long Term Debt

         We entered  into a new loan  agreement  with our bank,  as of March 26,
2003 that  included new  borrowing of $2,150,000 in the form of a term loan with
monthly  principal  payments  of $35,833  with  interest at 1% over prime for 60
months.  The proceeds from this new  borrowing  were used to purchase the 28 gas
compressors  from Hy-Bon  Engineering  Company Inc. The new loan  agreement also
included the renewal of our line of credit for $750,000 with interest at 1% over
prime for one year.

 (5) Segment information

         FAS No. 131,  Disclosures  about  Segments of an Enterprise and Related
Information,   establishes  standards  for  public  companies  relating  to  the
reporting of information about their operating segments in financial statements.
Operating  segments  are  components  of  an  enterprise  about  which  separate
financial  information  is  available  that  is  evaluated  regularly  by  chief
operating decision-makers in deciding how to allocate resources and in assessing
performance.

Our segment information is set forth in the following table:



                                                                      Natural Gas
     (in thousands)           Rotary          NGE       Great Lakes     Services
                                Gas         Leasing     Compression      Group          Total
   Three Months Ended       -----------   -----------   -----------   -----------    -----------
     March 31, 2003

                                                                      
Revenue                     $       444   $       859   $     1,041   $      --      $     2,344
Inter-segment revenue             1,407            17             5          --            1,429
Net Income                          (43)          333           129          (301)           118
Segment Assets                4,201,698    12,793,607     8,852,262       463,024     26,310,591


                                                                      Natural Gas
     (in thousands)           Rotary          NGE       Great Lakes     Services
                                Gas         Leasing     Compression      Group          Total
   Three Months Ended       -----------   -----------   -----------   -----------    -----------
     March 31, 2002
Revenue                     $       867   $       499   $     1,324   $      --      $     2,690
Inter-segment revenue             1,417                                      --            1,417
Net Income                           17           233            54          (208)            96
Segment Assets                2,496,603     5,628,512     9,127,166     2,316,022     19,568,303








5


(6) Earnings per common share

The following table  reconciles the numerators and denominators of the basic and
diluted earnings per share computation.

                                                         Three Months Ended
                                                              March 31,
                                                     --------------------------
                                                         2003           2002
                                                     -----------    -----------
Basic earnings per share Numerator:
  Net income                                         $   117,883    $    96,176
  Less: dividends on preferred shares                    (31,010)       (44,185)
                                                     -----------    -----------
  Net income available to common shareholders        $    86,873    $    51,991
                                                     ===========    ===========

 Denominator -
  Common shares outstanding                            4,857,632      3,357,632
                                                     ===========    ===========

  Basic earnings per share                           $      0.02    $      0.02
                                                     ===========    ===========

Diluted earnings per share Numerator:
  Net income                                         $   117,883    $    96,176
  Less: dividends on preferred shares (1)                (31,010)       (44,185)
                                                     -----------    -----------
  Net income available to common shareholders        $    86,873    $    51,991
                                                     ===========    ===========

 Denominator :
  Common shares outstanding                            4,857,632      3,357,632
  Common stock options and warrants                      201,824        440,544
  Conversion of preferred shares (1)                        --             --
                                                     -----------    -----------
                                                       5,059,456      3,798,176
                                                     ===========    ===========

  Diluted earnings per share                         $      0.02    $      0.01
                                                     ===========    ===========

(1)  preferred  shares were  anti-dilutive  for the three months ended March 31,
2003 and 2002





Management's Discussion and Analysis or Plan of Operation

Overview

         We include the operations of Rotary Gas Systems,  NGE Leasing and Great
Lakes  Compression.  These entities provide products and services to the oil and
gas industry and are engaged in (1) the manufacture,  service,  sale, and rental
of natural gas compressors to enhance the productivity of oil and gas wells, and
(2) the  manufacture,  sale and rental of flares and flare ignition  systems for
plant  and  production  facilities.  We  are  the  parent  company  and  provide
administrative and management support and,  therefore,  have expenses associated
with that activity.



6


         Liquidity and Capital Resources

         We have funded our operations  through public and private  offerings of
our common and preferred stock,  subordinated debt and bank debt.  Proceeds were
primarily  used to pay debt  and to fund  the  manufacture  and  fabrication  of
additional units for our rental fleet of gas compressors.

         At March 31,  2003,  we had cash and cash  equivalents  of  $1,611,000,
working capital of $1,445,000 and  non-subordinated  debt of $9,334,000 of which
approximately  $2,224,000  was  classified as current.  We had negative net cash
flow from operating activities of approximately  $133,000 during the first three
months of 2003. This was primarily from net income of $118,000 plus depreciation
and  amortization  of  $362,000,  an increase  in  accounts  payable and accrued
liabilities  of  $147,000,  an  increase  in  deferred  taxes of $84,000  and an
increase in deferred  income of $106,000  offset by an increase in  inventory of
$658,000 and receivable of $335,000.

         On  October  24,  2002 we paid off the note of  $6,952,464  payable  to
Dominion Michigan, used for the acquisition of the compression related assets of
Great Lakes  Compression.  $3,452,464 of the funds to pay the note came from the
proceeds of our initial public  offering,  and $3,500,000  came from  additional
bank financing to be amortized over 60 months at prime plus 1%.

         We entered into a new loan agreement  with our bank,  dated as of March
26, 2003.  This  included new borrowing of $2,150,000 in the form of a term loan
with monthly principal payments of $35,833 with interest at 1% over prime for 60
months.  The proceeds from this new  borrowing  were used to purchase the 28 gas
compressors from Hy-Bon. The new loan agreement also included the renewal of our
line of credit for  $750,000  with  interest  at 1% over prime for one year.  No
funds have been drawn under the line of credit as of March 31, 2003

         Funds from the initial  public  offering,  which  closed on October 24,
2002,  will permit us to actively  pursue adding gas  compressors  to our rental
fleet. We expect to fund additional  rental units though the use of the offering
proceeds, additional bank debt and cash flow from operations.

         A summary of the use of proceeds from our initial public offering as of
March 31, 2003 is as follows:

         o        $3,458,464 million to reduce indebtedness;

         o        $1,801,714 for the manufacture of gas compressors to be placed
                  in our rental fleet, and

         o        $1,268,992 in temporary investments.



Results of Operations

Three Months  Ended March 31, 2003  Compared to the Three Months Ended March 31,
2002




                                                                                   Natural Gas
         (in thousands)                    Rotary          NGE       Great Lakes     Services
                                            Gas          Leasing     Compression      Group          Total
                                        -----------    -----------   -----------   -----------    -----------
       Three Months Ended
         March 31, 2003
                                                                                   
Revenue                                 $       444    $       859   $     1,041   $      --      $     2,344
Inter-segment revenue                         1,407             17             5          --            1,429
Gross margin                                    203            631           380          --            1,214
Selling, general and administrative
    expense                                     210             41            65           204            520
Depreciation and amortization
    Expense                                      34            164           158             5            361
Operating income (loss)                         (41)           426           157          (209)           333
Interest expense                                  1            100            45             8            154
Other income or (expense)                        (1)             7            17                           23
Provision for income tax                                                                    84             84
                                        -----------    -----------   -----------   -----------    -----------
Net Income (loss)                       $       (43)   $       333   $       129   $      (301)   $       118
                                        ===========    ===========   ===========   ===========    ===========




7



       Three Months Ended
         March 31, 2002
Revenue                                         867           499   $     1,324   $      --       $     2,690
Inter-segment revenue                         1,417          --           1,417
Gross margin                                    246           362           402          --             1,010
Selling, general and administrative
    expense                                     199            38            61           101             399
Depreciation and amortization
    expense                                      29            86           130             9             254
Operating income  (loss)                         18           238           211          (110)            357
Interest expense                                  2            89           157             9             257
Equity in earnings from joint venture                          83                                          83
Other income or (expense)                         1             1                                           2
Provision for income tax                                                                   89              89
                                        -----------   -----------   -----------   -----------     -----------
Net income (loss)                                17   $       233            54   $      (208)    $        96
                                        ===========   ===========   ===========   ===========     ===========

----------------------------

Rotary Gas Systems Operations

         Revenue from outside  sources  decreased  $423,000 or 49% for the three
months  ended March 31, 2003  compared to the same period  ended March 31, 2002.
Because our  products  are  custom-built,  fluctuations  in revenue from outside
sources are expected. This decrease was the result of a reduction in the sale of
compressor and flare units to third parties.

         The gross  margin  percentage  increased  from 28% for the three months
ended March 31,  2002,  to 46% for the same period  ended March 31,  2003.  This
increase resulted mainly from a change in the sales product mix. Our product mix
in the three  months  ended  March 31,  2003  included  a larger  percentage  of
rebuild,  parts and service  which have a greater  margin than  compressor  unit
sales.

         Selling,  general and administrative expense increased from $199,000 to
$210,000 or 6% for the three  months  ended March 31,  2002,  as compared to the
same period ended March 31, 2003.  This was mainly the result of the increase in
advertising and other selling expenses.

         Depreciation  expense  increased  17% from  $29,000 to $34,000  for the
three months  ended March 31, 2002,  compared to the same period ended March 31,
2003.  This  increase  was  mainly due to the  purchase  of  additional  service
vehicles, shop and office equipment.

         There was a slight  decrease in interest  expense for the three  months
ended March 31, 2003  compared to the same period ended March 31,  2002,  mainly
due to the reduction in loan balances on vehicles.

NGE Leasing Operations

         Revenue from our rental of natural gas  compressors  increased  72% for
the three months ended March 31, 2003, compared to the same period in 2002. This
increase is the result of units added to our rental  fleet.  From March 31, 2002
to March 31, 2003 we added 128 gas compressor  units to our rental fleet,  which
included the 28 units we purchased from Hy-Bon as of February 28, 2003.



8


         The gross margin  percentage  remained constant at 73% for three months
ending March 31, 2002 as compared to the same period ending 2003.

         Selling,  general and administrative  expense increased from $38,000 to
$41,000  for the three  months  ended  March 31,  2003,  as compared to the same
period in 2002.  This was mainly the result of an increase in sales  commissions
from increased rental revenue.

         Depreciation  expense  increased  91% from  $86,000 to $164,000 for the
three months  ended March 31, 2002,  compared to the same period ended March 31,
2003.  This  increase  was the result of new gas  compressor  rental units being
added to the rental fleet during the period.

         There was an increase in interest  expense from $89,000 to $100,000 for
the three months ended March 31, 2003 as compared to the same period ended March
31,  2002.  This is mainly as a result of an increase in bank debt used to build
equipment for the rental fleet.

Great Lakes Compression

         Revenue  decreased  21% for the three  months  ended  March  31,  2003,
compared to the same period in 2002.  This decrease  resulted from a decrease in
the sales of compression  units to third parties.  In the period ended March 31,
2002 we had unit sales of  approximately  $148,000 to third parties while in the
same period 2003 we had zero unit sales to third  parties.  Because our products
are custom-built, fluctuations in revenue from outside sources are expected.

         The gross  margin  percentage  increased  from 30% for the three months
ending March 31, 2002 to 37% for the same period in 2003. The cost of revenue is
comprised of expenses  associated  with the  maintenance  of the gas  compressor
rental  activity,  service,  parts and  manufacturing  expenses.  This  increase
resulted mainly from a change in the sales product mix.

         Selling,  general and administrative  expense increased from $61,000 to
$65,000  for the three  months  ended  March 31,  2002,  as compared to the same
period in 2003. This is mainly the result of a increase in selling expense.

         Depreciation  expense increased from $130,000 to $158,000 for the three
months ended March 31,  2002,  compared to the same period ended March 31, 2003.
The increase is the result of equipment that was added to the rental fleet.

         There was a decrease in interest  expense from  $157,000 to $45,000 for
the three months ended March 31, 2002 as compared to the same period ended March
31, 2003.  This decrease  resulted from a reduction of the debt owed to Dominion
Michigan.  Part of the  proceeds  from our initial  public  offering was used to
reduce debt in the amount of  $3,452,464  and our bank  financed  the  remaining
balance.

         Natural Gas Services Group

         Selling,  general and administrative expense increased from $101,000 to
$204,000 or 103% for the three months  ended March 31, 2002,  as compared to the
same period ended March 31, 2003. This was mainly the result of an added expense
for being a publicly held company such as legal fees, auditor fees, underwriters
and public relations fees.

         Amortization and depreciation  expense  decreased from $9,000 to $5,000
or 44% for the three  months  ended March 31,  2002  compared to the same period
ended March 31, 2003.  This mainly resulted from vehicles that were moved to our
subsidiary, Great Lakes Compression.


9


         Interest  expense  decreased from $9,000 to $8,000 or 11% for the three
months  ended March 31, 2002  compared to the same period  ended March 31, 2003.
This decrease resulted from a reduction in interest rate.

         Provision  of income  tax is  accounted  for on a  consolidated  basis.
Therefore, the tax for all companies is included in the Provision for income tax
for Natural Gas Services Group.  Provision for income tax decreased $5,000 or 6%
which is  consistent  with and  pursuant  to  changes in state and  federal  tax
statutes.


Item 3.     Controls and Procedures

(a) Evaluation of disclosure controls and procedures.

Under the supervision and with the  participation  of our management,  including
our chief  executive  officer and chief  financial  officer,  we  evaluated  the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures  (as defined in Rule 13a-14(c)  under the Securities  Exchange Act of
1934) as of a date (the  "Evaluation  Date")  within 90 days prior to the filing
date of this report. Based upon that evaluation, our chief executive officer and
chief  financial  officer  concluded  that,  as  of  the  Evaluation  Date,  our
disclosure  controls and procedures are effective in timely alerting them to the
material information relating to us and our consolidated  subsidiaries  required
to be included in our periodic filings with the SEC.

(b) Changes in internal controls.

There were no  significant  changes  made in our  internal  controls  during the
period covered by this report or, to our knowledge,  in other factors that could
significantly affect these controls subsequent to the date of their evaluation.



PART II - OTHER INFORMATION



Item 2.     Changes in Securities

On October  21,  2002,  our  Registration  Statement  (File No.  333-88314)  was
declared effective.

Since  October  21,  2002,  we  have  incurred  an  aggregate  of  approximately
$1,345,830 of expenses in connection with the offering,  including  underwriting
discounts ($708,750),  expenses paid to or for the underwriter  ($157,500),  and
other expenses of the offering  ($479,680).  Such amounts were not paid directly
or indirectly to the directors, the officers or to persons owning 10% or more of
any class of our equity securities or to our affiliates.  Rather,  such payments
were to others.  After  deducting the total  expenses,  we received net offering
proceeds of approximately  $6,529,170.  Through March 31, 2003, the net offering
proceeds have been used for:

         o        $3,458,464 to reduce indebtedness;

         o        $1,801,714 for the manufacture of gas compressors to be placed
                  in our rental fleet and leased over the next one to two years;
                  and

         o        $1,268,992 the remainder for working capital.





10


                        NATURAL GAS SERVICES GROUP, INC.

Commission File Number:  1-31398
Quarter Ended March 31, 2003
Form 10-QSB

Exhibits and Reports on Form 8-K
(a)      Exhibits

         2.1      Purchase and Sale Agreement by and between Hy-Bon  Engineering
                  Company,  Inc.  and NGE  Leasing,  Inc.  (previously  filed as
                  Exhibit 2.1 to Natural Gas Services Group, Inc. Current Report
                  on Form 8-K  filed on March 6,  2003,  File No.  1-31398,  and
                  incorporated herein by reference)

         10.1     First Amended and Restated Loan Agreement  between Natural Gas
                  Services  Group,  Inc. and Western  National Bank  (previously
                  filed as Exhibit  10.1 to Natural  Gas  Services  Group,  Inc.
                  Current  Report on Form 8-K filed on April 14, 2003,  File No.
                  1-31398, and incorporated herein by reference)

         99.1     Certification of Chief Executive Officer Pursuant to 18 U.S.C.
                  Section 1350

         99.2     Certification of Chief Financial Officer Pursuant to 18 U.S.C.
                  Section 1350

(b)      Reports on Form 8-K

                  On March 6, 2003, we filed a Current  Report on Form 8-K dated
                  February  28,2003,  Reporting  under Item 5. the  agreement to
                  aquire  certain  compressor  packages from Hy-Bon  Engineering
                  Company,  Inc.,  and filing the Purchase and Sale Agreement as
                  an exhibit under Item 7,



SIGNATURES

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


NATURAL GAS SERVICES GROUP, INC.


By:  /s/ Wayne L. Vinson
   ---------------------
   Wayne L. Vinson
   President and Chief Executive
   Officer

By:  /s/ Earl R. Wait
   ---------------------
   Earl R. Wait
   Chief Financial Officer
   And Treasurer

May 16, 2003



11


                        NATURAL GAS SERVICES GROUP, INC.

                                  CERTIFICATION


         I, Wayne L. Vinson, certify that:

         1. I have reviewed this quarterly  report on Form 10-QSB of Natural Gas
Services Group, Inc.;

         2. Based on my knowledge,  this  quarterly  report does not contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
quarterly report;

         3. Based on my knowledge, the financial statements, and other financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

         4. The registrant's other certifying officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

         (a)      designed  such  disclosure  controls and  procedures to ensure
                  that  material   information   relating  to  the   registrant,
                  including its consolidated  subsidiaries,  is made known to us
                  by others  within  those  entities,  particularly  during  the
                  period in which this quarterly report is being prepared;

         (b)      evaluated the  effectiveness  of the  registrant's  disclosure
                  controls and  procedures  as of a date within 90 days prior to
                  the filing  date of this  quarterly  report  (the  "Evaluation
                  Date"); and

         (c)      presented in this quarterly  report our conclusions  about the
                  effectiveness of the disclosure  controls and procedures based
                  on our evaluation as of the Evaluation Date;

         5. The  registrant's  other  certifying  officers and I have disclosed,
based on our most recent evaluation,  to the registrant's auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

         (a)      all  significant  deficiencies  in the design or  operation of
                  internal   controls   which   could   adversely   affect   the
                  registrant's ability to record, process,  summarize and report
                  financial  data  and  have  identified  for  the  registrant's
                  auditors any material weaknesses in internal controls; and

         (b)      any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  registrant's internal controls; and

         6. The registrant's  other certifying  officers and I have indicated in
this quarterly report whether or not there were significant  changes in internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: May 16, 2003                              /s/WayneL. Vinson
                                                --------------------------------
                                                Wayne L. Vinson
                                                Title:   Chief Executive Officer



12


                        NATURAL GAS SERVICES GROUP, INC.

                                  CERTIFICATION

         I, Earl R. Wait, certify that:

         1. I have reviewed this quarterly  report on Form 10-QSB of Natural Gas
Services Group, Inc.;

         2. Based on my knowledge,  this  quarterly  report does not contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
quarterly report;

         3. Based on my knowledge, the financial statements, and other financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

         4. The registrant's other certifying officers and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

         (a)      designed  such  disclosure  controls and  procedures to ensure
                  that  material   information   relating  to  the   registrant,
                  including its consolidated  subsidiaries,  is made known to us
                  by others  within  those  entities,  particularly  during  the
                  period in which this quarterly report is being prepared;

         (b)      evaluated the  effectiveness  of the  registrant's  disclosure
                  controls and  procedures  as of a date within 90 days prior to
                  the filing  date of this  quarterly  report  (the  "Evaluation
                  Date"); and

         (c)      presented in this quarterly  report our conclusions  about the
                  effectiveness of the disclosure  controls and procedures based
                  on our evaluation as of the Evaluation Date;

         5. The  registrant's  other  certifying  officers and I have disclosed,
based on our most recent evaluation,  to the registrant's auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent functions):

         (a)      all  significant  deficiencies  in the design or  operation of
                  internal   controls   which   could   adversely   affect   the
                  registrant's ability to record, process,  summarize and report
                  financial  data  and  have  identified  for  the  registrant's
                  auditors any material weaknesses in internal controls; and

         (b)      any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  registrant's internal controls; and

         6. The registrant's  other certifying  officers and I have indicated in
this quarterly report whether or not there were significant  changes in internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: May 16, 2003                                 /s/Earl R. Wait
                                                  ------------------------------
                                                  Earl R. Wait
                                                  Title: Chief Financial Officer


13



                                  EXHIBIT INDEX


2.1      Purchase and Sale Agreement by and between Hy-Bon Engineering  Company,
         Inc. and NGE Leasing,  Inc. (previously filed as Exhibit 2.1 to Natural
         Gas Services Group,  Inc.  Current Report on Form 8-K filed on March 6,
         2003, File No. 1-31398, and incorporated herein by reference)

10.1     First Amended and Restated Loan Agreement  between Natural Gas Services
         Group, Inc. and Western National Bank (previously filed as Exhibit 10.1
         to Natural Gas Services Group, Inc. Current Report on Form 8-K filed on
         April 14, 2003, File No. 1-31398, and incorporated herein by reference)

99.1     Certification of Chief Executive Officer Pursuant to 18 U.S.C.  Section
         1350

99.2     Certification of Chief Financial Officer Pursuant to 18 U.S.C.  Section
         1350




























14