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): February 24, 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 2.02. Results of Operations and Financial Condition.

         On February 24, 2005,  Natural Gas Services  Group,  Inc. issued a news
release announcing the registrant's results of operations for its fourth quarter
end fiscal year ended December 31, 2004. The news release issued on February 24,
2005 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  February  24, 2005  (furnished
                           pursuant to Item 2.02)






















                                   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/ Stephen C. Taylor     
                                                   -----------------------------
                                                   Stephen C. Taylor, President


Dated:  February 24, 2005



































                                  EXHIBIT INDEX



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

   99             News release issued February 24, 2005  (furnished  pursuant to
                  Item 2.02)