As filed with the Securities and Exchange Commission on December 5, 2003

                                                           Registration No. 333-


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   ----------


                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                    ---------


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


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


                           2911 South County Road 1260
                              Midland, Texas 79706
                                 (432) 563-3974
          (Address, including zip code, and telephone number, including
             area code, of registrant's principal executive offices)

                                   ----------


                             1998 STOCK OPTION PLAN
                            (Full title of the plan)

                                   ----------


                    Wayne L. Vinson, Chief Executive Officer
                           2911 South County Road 1260
                              Midland, Texas 79706
                                 (915) 563-3974
                (Name, address, including zip code, and telephone
               number, including area code, of agent for service)

                                   ----------







                         CALCULATION OF REGISTRATION FEE

============================= =============== ================== ==================== ======================

   Title of securities to be   Amount to be    Proposed maximum    Proposed maximum         Amount of
          registered            registered      offering price    aggregate offering   registration fee (1)
                                                  per share             price
----------------------------- --------------- ------------------ -------------------- ----------------------
                                                                          
Common Stock, par value            97,500            $5.53            $539,175             $43.20
  $0.01 per share
Common Stock, par value            12,000            $2.00             $24,000            $1.95
  $0.01 per share
Common Stock, par value            33,000            $3.25            $107,250             $8.68
  $0.01 per share
Common Stock, par value             7,500            $3.88             $29,100            $2.36
  $0.01 per share

              Total               150,000                             $160,350           $56.19
                                  =======
----------------------------- --------------- ------------------ -------------------- ----------------------


(1)      Estimated solely for the purpose of calculating the registration fee in
         accordance  with Rule  457(h)  under  the  Securities  Act of 1933,  as
         amended.





























                                       2


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         The documents  containing the 1998 Stock Option Plan required by Item 1
of Form S-8 will be sent or given to the pertinent individual(s) as specified by
Rule 428 under the Securities Act of 1933, as amended.  In accordance  with Rule
428 and the  requirements  of Part I of Form S-8,  such  documents are not being
filed  with  the  Securities  and  Exchange  Commission  either  as part of this
Registration  Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act. We shall maintain a file of such documents in
accordance  with the  provisions of Rule 428. Upon request,  we shall furnish to
the Commission or its staff a copy or copies of all of the documents included in
such file.

































                                       3


                                    PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
------------------------------------------------

         We hereby incorporate by reference into this registration statement the
following documents previously filed with the Commission:

         A. our Annual  Report on Form 10-K for the Fiscal  Year Ended  December
31, 2002;

         B. our Quarterly  Reports on Form 10-Q for the quarters ended March 31,
2003, June 30, 2003, and September 30, 2003;

         C. our  Current  Reports on Form 8-K filed on March 6, 2003,  April 14,
2003, May 8, 2003, August 6, 2003 and November 12, 2003;

         D. the description of our Common Stock,  par value $.01 per share,  set
forth  in our  Registration  Statement  on Form  8-A  filed  on July  17,  2002,
including  any  amendment  or report  filed for the  purpose  of  updating  such
description; and

         E. all documents  filed by us with the Commission  pursuant to Sections
13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as amended
(the  "Exchange  Act"),  subsequent to the date of this  Registration  Statement
shall be deemed to be incorporated  herein by reference and to be a part of this
Registration  Statement from the date of the filing of such documents until such
time as there shall have been filed a  post-effective  amendment  that indicates
that all  securities  offered  hereby  have  been sold or that  deregisters  all
securities remaining unsold at the time of such amendment.

Item 4.  Description of Securities.
----------------------------------

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.
-----------------------------------------------

         Not applicable.





















                                       4


Item 6.  Indemnification of Directors and Officers.
--------------------------------------------------

         Section  7-109-102 of the Colorado  Business  Corporation Act permits a
Colorado  corporation to indemnify any director against liability if such person
acted in good faith and, in the case of conduct in an official capacity with the
corporation, that the director's conduct was in the corporation's best interests
and, in all other cases, that the director's conduct was at least not opposed to
the best interests of the corporation  or, with regard to criminal  proceedings,
the  director  had no  reasonable  cause to believe the  director's  conduct was
unlawful.

         Section  7-109-103 of the Colorado  Business  Corporation  Act provides
that,  unless limited by its articles of incorporation,  a Colorado  corporation
shall indemnify a person who was wholly successful,  on the merits or otherwise,
in the  defense of any  proceeding  to which the person was a party  because the
person is or was a director,  against reasonable expenses incurred by him or her
in connection with the proceeding.

         Section 3 of Article IX of our articles of incorporation  provides that
we shall  indemnify,  to the maximum extent permitted by law in effect from time
to time,  any person who is or was a  director,  officer,  agent,  fiduciary  or
employee of ours  against any claim.  liability  or expense  arising  against or
incurred by such person made party to a proceeding because such person is or was
a director,  officer,  partner,  trustee,  employee,  fiduciary  or agent at our
request. We further have the authority to the maximum extent permitted by law to
purchase and maintain insurance providing such indemnification.

         Article VI of our bylaws  provides for the  indemnification  of certain
persons.

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to our directors, officers and controlling persons pursuant
to the  foregoing  provisions,  or  otherwise,  we have been advised that in the
opinion of the  Commission  such  indemnification  is against  public  policy as
expressed in the Securities Act and is, therefore, unenforceable.



























                                       5


Item 7.  Exemption from Registration Claimed.
--------------------------------------------

         Not applicable.

Item 8.  Exhibits.
-----------------

         The  following  documents  are  filed  as a part of  this  registration
statement.

Exhibit
Number      Description
------      -----------

4.1         1998 Stock Option Plan (incorporated by reference to Exhibit 10.1 to
            Registration Statement No. 333-88314).

5           Opinion of Jones & Keller, P.C. regarding legality of securities.

23.1        Consent of HEIN & ASSOCIATES LLP.

23.2        Consent of Jones & Keller,  P.C.  (included in the opinion  filed as
            Exhibit 5).

Item 9.  Undertakings.
---------------------

         A. The undersigned Registrant hereby undertakes:

                  (1) to file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such
information in the registration statement;

                  (2) that, for the purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof; and

                  (3) to remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         B. The undersigned  Registrant  hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act (and,  where  applicable each filing of an employee  benefit plan's
annual  report  pursuant to Section  15(d) of the  Exchange Act of 1934) that is
incorporated by reference in the registration  statement shall be deemed to be a
new registration  statement relating to the securities offered therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

         C.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
Registrant  has  been  advised  that  in  the  opinion  of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is  therefore,  unenforceable.  In the event  that a claim  for  indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director,  officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction  the  question  of whether  such  indemnification  by it is against
public  policy as  expressed in the  Securities  Act and will be governed by the
final adjudication of such issue.


                                       6


                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized in the County of Midland, State of Texas, on December 3, 2003.

                                    NATURAL GAS SERVICES GROUP, INC.


                                    By  /s/ Wayne L. Vinson
                                       -----------------------------------------
                                       Wayne L. Vinson, Chief Executive Officer


                                    By  /s/ Earl R. Wait
                                       -----------------------------------------
                                         Earl R. Wait, Chief Financial Officer &
                                         Principal Accounting Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the dates indicated.


Signature                                      Title            Date
---------                                      -----            ----

/s/ William F. Hughes                         Director          December 3, 2003
-------------------------------
William F. Hughes

/s/ Wallace O. Sellers                        Director          December 3, 2003
-------------------------------
Wallace O. Sellers

/s/ Wallace C. Sparkman                       Director          December 3, 2003
-------------------------------
Wallace C. Sparkman

/s/ Gene A. Strasheim                         Director          December 3, 2003
-------------------------------
Gene A. Strasheim

/s/ Wayne L. Vinson                           Director          December 3, 2003
-------------------------------
Wayne L. Vinson

/s/ Richard L. Yadon                          Director          December 3, 2003
-------------------------------
Richard L. Yadon












                                       7


                                INDEX TO EXHIBITS

Exhibit
Number      Description
------      -----------

4.1         1998 Stock Option Plan (incorporated by reference to Exhibit 10.1 to
            Registration Statement No. 333-88314).

5           Opinion of Jones & Keller, P.C. regarding legality of securities.

23.1        Consent of HEIN & ASSOCIATES LLP.

23.2        Consent of Jones & Keller,  P.C.  (included in the opinion  filed as
            Exhibit 5).


























                                       8