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

                                  March 1, 2004
                Date of Report (date of earliest event reported)



                        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 No.)     (I.R.S. Employer
        of incorporation)                                    Identification No.)



2911 SCR 1260, Midland, Texas                                       79706
-----------------------------                                -------------------
(Address of principal executive offices)                          (Zip Code)



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





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 March 1, 2004.

ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

         On March 1,  2004,  Natural  Gas  Services  Group,  Inc.  issued a news
release announcing its audited and unaudited  financial results for the year and
quarter ending December 31, 2003. The news release is being  furnished  pursuant
to Item 12.





                                   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.


Dated:  March 10, 2004                          NATURAL GAS SERVICES GROUP, INC.



                                                By: /s/ Earl R. Wait
                                                   -----------------------------
                                                   Earl R. Wait, CFO




                                  EXHIBIT INDEX

EXHIBIT NUMBER                                 EXHIBIT
--------------                                 -------
     99                                        News Release dated March 10, 2004