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                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM 8-K


                 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

        Date of Report (Date of earliest event reported): August 3, 2004




                        NATURAL GAS SERVICES GROUP, INC.
             (Exact Name of Registrant as Specified in Its Charter)



            Colorado                       1-31398               75-2811855
  (State or other jurisdiction         (Commission File        (IRS Employer
of Incorporation or organization)           Number)          Identification No.)




2911 South County Road 1260 Midland, Texas                         79706
   (Address of Principal Executive Offices)                      (Zip Code)



                                  432-563-3974
              (Registrant's telephone number, including area code)







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Item 7.  FINANCIAL STATEMENTS AND EXHIBITS

(a)      Financial Statements

                  None

(b)      Pro Forma Financial Information

                  None

(c)      Exhibits

                  Exhibit 99        News Release  issued by Natural Gas Services
                                    Group, Inc. on August 3, 2004.

Item 12.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

         On August 3, 2004,  Natural  Gas  Services  Group,  Inc.  issued a news
release  announcing its unaudited  financial  results for the second quarter and
the six  months  ended  June 30,  2004.  This news  release  is being  furnished
pursuant to Item 12.


























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                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                                NATURAL GAS SERVICES GROUP, INC.


                                                By:  /s/ Wallace C. Sparkman
                                                   -----------------------------
Wallace C. Sparkman, President


Dated: August 3, 2004



















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Exhibit Number             Exhibit
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      99                   News Release dated August 3, 2004