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): November 1, 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)


                                 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 2.02. Results of Operations and Financial Condition.

         On November 1, 2004,  Natural Gas Services  Group,  Inc.  issued a news
release  announcing the registrant's  results of operations for its third fiscal
quarter and nine months ended  September  30, 2004.  The news release  issued on
November 1, 2004 is furnished  as Exhibit No. 99 to this Current  Report on Form
8-K.  Natural Gas Services Group's Annual Report to Shareholders and its reports
on Forms 10-KSB,  10-QSB and 8-K and other publicly available information should
be consulted for other important information about the registrant.

         The information in this Current Report on Form 8-K,  including  Exhibit
No. 99 hereto,  shall not be deemed  "filed"  for  purposes of Section 18 of the
Securities  Exchange Act of 1934, as amended,  or otherwise subject to liability
of  that  section.   The  information  in  this  Current  Report  shall  not  be
incorporated  by  reference  into any filing or other  document  pursuant to the
Securities  Act of 1933,  as amended,  except as shall be expressly set forth by
specific reference in such filing or document.


Item 9.01.  Financial Statements and Exhibits.

         (c)      Exhibits

         The Exhibit  listed  below is  furnished  as an Exhibit to this Current
Report on Form 8-K.

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

                      99            News   release   issued   November  1,  2004
                                    (furnished pursuant to Item 2.02)





















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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:  November 1, 2004


























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                                  EXHIBIT INDEX



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

    99            News release issued  November 1, 2004  (furnished  pursuant to
                  Item 2.02)





















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