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): January 20, 2005


                        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)


                                 Not Applicable
          (Former name or former address, if changed since last report)



Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[_]      Written  communications  pursuant to Rule 425 under the  Securities Act
         (17 CFR 230.425)

[_]      Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17
         CFR 240.14a-12)

[_]      Pre-commencement  communications  pursuant to Rule  14d-2(b)  under the
         Exchange Act (17 CFR 240.14d-2(b))

[_]      Pre-commencement  communications  pursuant to Rule  13e-4(c)  under the
         Exchange Act (17 CFR 240.13e-4(c))




Item 1.01   Entry Into a Material Definitive Agreement

         As described in Item 5.02 below,  the Board of Directors of Natural Gas
Services Group,  Inc., or Natural Gas,  appointed Stephen C. Taylor as President
and  Chief  Executive  Officer  of  Natural  Gas.  We  currently  have a  verbal
arrangement  with Mr. Taylor regarding his employment,  but anticipate  entering
into a written  employment  agreement  with Mr. Taylor  containing the following
provisions:

         o        an annual base salary of $155,000.00;

         o        an  annual  bonus  of up to 45% of Mr.  Taylor's  annual  base
                  salary,  the amount of which will be based on parameters to be
                  established by our compensation  committee and approved by the
                  Board of Directors and the compensation committee;

         o        four weeks of vacation each year;

         o        $30,000.00 allowance to purchase a company vehicle;

         o        moving expense  reimbursement of up to $20,000.00 to cover the
                  cost  and  expenses  of  packaging  and  moving  Mr.  Taylor's
                  household goods from Houston to Midland, Texas;

         o        if Mr.  Taylor  is unable to sell his  personal  residence  in
                  Houston, Texas, before May 1, 2005, Natural Gas will reimburse
                  Mr.  Taylor for the  regularly  scheduled  mortgage  payments,
                  including taxes and insurance, made by him through the earlier
                  of the date his  personal  residence is sold or July 31, 2005,
                  and if on August  1,  2005,  Mr.  Taylor's  residence  remains
                  unsold,  Natural Gas'  obligation  to reimburse Mr. Taylor for
                  any future mortgage  payments,  including taxes and insurance,
                  shall automatically expire;

         o        standard  medical  and other  benefits  provided to all of our
                  employees.

         In  addition,  we expect to grant to Mr.  Taylor a  ten-year  option to
purchase  45,000  shares of our common  stock at an exercise  price equal to the
fair market value of our common stock on the date of the grant.


Item 5.02   Departure of Directors or Principal Officers; Election of Directors;
            Appointment of Principal Officers

         On January 20, 2005,  the Board of  Directors of Natural Gas  appointed
Stephen C. Taylor as President and Chief Executive Officer.  Mr. Taylor, age 51,
has for the last  three  years,  served as the U.S.  General  Manager  of Trican
Production  Services in Houston,  Texas.  Prior to working at Trican, Mr. Taylor
was  employed  for two years as the Senior Vice  President  and Chief  Operating
Officer of  Enventure  Global  Technology  in Houston,  Texas,  and prior to his
employment with Enventure,  Mr. Taylor spent  twenty-four years with Halliburton
Resources  Management,  a division of Halliburton Company, in various management
positions,  including,  Vice  President of Operations of  Halliburton  Resources
Management's gas compressor  division.  None of Mr. Taylor's previous  employers
are current or former  parent,  subsidiary or affiliate  entities of Natural Gas
Services Group, Inc.





         Mr. Taylor's  functions will include overseeing Natural Gas' day-to-day
leasing and sales  operations,  as well as our  construction  of new  compressor
units and the planning and execution of our strategic goals and objectives.  Mr.
Taylor holds a Bachelor of Science degree in Mechanical  Engineering  from Texas
Tech University in Lubbock, Texas, and a Masters in Business Administration from
the  University  of Texas at Austin.  Mr.  Taylor has  management  experience in
several  areas of the oil and gas  industry,  including,  finance,  engineering,
sales, administration and operations.

         Mr. Taylor assumes the President and Chief Executive Officer roles from
Wallace  C.  Sparkman.  Mr.  Sparkman  will  continue  to serve on the  Board of
Directors of Natural Gas, and on January 20, 2005, was appointed Chairman of the
Board.  Prior to the appointment of Mr.  Sparkman as Chairman of the Board,  Mr.
Wallace O. Sellers  served as Chairman of the Board of  Directors.  Mr.  Sellers
continues  to serve on the Board but for  health  reasons  elected to resign his
position as Chairman.

         On January 24, 2005,  Natural Gas issued a press release  regarding the
appointment  of Stephen C. Taylor as President and Chief  Executive  Officer and
the appointment of Mr. Sparkman as Chairman of the Board of Directors. A copy of
the press release is filed herewith as Exhibit 99.1.











Item 9.01   Financial Statements and Exhibits.

         (c)      Exhibits.

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

                  99.1              Press  release,   dated  January  24,  2005,
                                    announcing  the  appointment  of  Stephen C.
                                    Taylor  as  President  and  Chief  Executive
                                    Officer  and the  appointment  of Wallace C.
                                    Sparkman   as   Chairman  of  the  Board  of
                                    Directors (filed herewith)

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
                                              Chairman of the Board of Directors


Dated:  January 26, 2005