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 15, 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      (Commision 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 5.  OTHER EVENTS

On March 15, 2004,  Wayne L. Vinson,  our President and Chief Executive  Officer
and a member of our Board of  Directors,  passed  away after a battle  with lung
cancer.  Wallace C. Sparkman,  a member of our Board of Directors and one of our
founders,  has been appointed by our Board of Directors as the interim President
and Chief Executive Officer to handle our day to day business matters. Our Board
of  Directors  has  scheduled  a meeting  to appoint a new  President  and Chief
Executive Officer.

                                   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 16, 2004                  NATURAL GAS SERVICES GROUP, INC.


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