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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): October 19, 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 7.01.  Regulation FD Disclosure.


         Natural Gas Services Group,  Inc. wishes to disclose its press release,
dated October 19, 2004,  relating to a Stock Purchase  Agreement that it entered
into  with  Screw  Compression  Systems,  Inc.  and the  stockholders  of  Screw
Compression Systems, Inc. Under this agreement,  Natural Gas Services Group will
acquire all of the outstanding capital stock of Screw Compression Systems,  Inc.
for $15 million (consisting of cash,  three-year  promissory notes and shares of
common  stock  of  Natural  Gas  Services  Group).  SCS  is  a  privately  owned
manufacturer of natural gas compressors headquartered in Tulsa, Oklahoma.

         A copy of the press  release is furnished  herewith as Exhibit 99.1 and
is also incorporated herein by reference.

         Natural Gas  Services  Group,  Inc.  manufactures,  fabricates,  sells,
leases and services  natural gas compressors  that enhance the production of oil
and gas wells.  Natural Gas  Services  Group also  manufactures  and sells flare
systems and flare ignition systems for plant and production facilities.

         The  information  in this  report  (including  the  exhibit)  is  being
furnished pursuant to Item 7.01 and shall not be deemed "filed" for the purposes
of Section 18 of the Securities  Exchange Act of 1934, as amended,  or otherwise
subject to the liabilities of that Section and shall not be deemed  incorporated
by reference in any filing under the  Securities  Act of 1933 or the  Securities
Exchange  Act of 1934,  except  as  shall be  expressly  set  forth by  specific
reference in such a filing.

         This report,  including  the press  release,  contains  forward-looking
statements  subject  to various  risks and  uncertainties  that could  cause the
future plans, objectives and performance of Natural Gas Services Group to differ
materially  from  those  in  the  forward-looking  statements.   Forward-looking
statements can be identified by the use of  forward-looking  terminology such as
"may,"  "will,"  "expect,"  "intend,"  "subject to,"  "anticipate,"  "estimate,"
"continue," "future," "appears," "prospective,"  "designed," or other variations
thereof or  comparable  terminology.  Factors that could cause or  contribute to
such differences could include, but are not limited to,

         o        those relating to the company's expansion strategy,

         o        changes  in  demand  for the  company's  products  because  of
                  changes in oil and natural gas prices,

         o        competition   among  the  various   providers  of  compression
                  services and products,

         o        changes  in  safety,  health  and  environmental   regulations
                  pertaining to the  production  and  transportation  of natural
                  gas,




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         o        changes in economic or political  conditions in the markets in
                  which the company operates,

         o        introduction of competing technologies by other companies,

         o        operating risks,

         o        outstanding indebtedness,

         o        changes in interest rates,

         o        expansion and other activities of competitors,

         o        changes  in  federal  or  state  environmental  laws  and  the
                  administration of such laws, and

         o        the  general  condition  of the  economy and its effect on the
                  securities market.

         While  we  believe  our  forward-looking   statements  are  based  upon
reasonable assumptions, these are factors that are difficult to predict and that
are influenced by economic and other  conditions  beyond our control.  Investors
are  directed  to  consider  such  risks and other  uncertainties  discussed  in
documents filed by the company with the Securities and Exchange Commission.



















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Item 9.01  Financial Statements and Exhibits.

         (c)      Exhibits

         The Exhibits  listed below are furnished as part of this Current Report
on Form 8-K.

                  Exhibit No.       Description
                  -----------       -----------


                     99.1           Press  Release,   dated  October  19,  2004,
                                    issued by Natural Gas Services Group, Inc.



























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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:  October 19, 2004






















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                                  EXHIBIT INDEX



Exhibit No.       Description            
-----------       -----------            


  99.1            Press Release,  dated October 19, 2004,  issued by Natural Gas
                  Services Group, Inc.



























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