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 30, 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 5.  OTHER EVENTS AND REGULATION FD DISCLOSURE.

         On March 30,  2004,  Natural Gas  Services  Group,  Inc.  issued a news
release  announcing  the automatic  conversion of its 10%  Convertible  Series A
Preferred Stock (the "Preferred  Stock"). A total of 315,154 shares of Preferred
Stock are outstanding.  Pursuant to the conversion terms of the Preferred Stock,
each  share of  Preferred  Stock  automatically  converts  into one share of the
Company's   common  stock  upon  the  Company's  common  stock  trading  for  20
consecutive  trading days at a price of at least $6.50 per share. The conversion
threshold  was met on March 26, 2004.  Thus,  315,154  shares of Company  common
stock will be issued in  connection  with the  conversion.  The news  release is
filed with this report as Exhibit 99.


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 30, 2004.






                                   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:  April 2, 2004                          NATURAL GAS SERVICES GROUP, INC.



                                               By: /s/ Earl R. Wait
                                                   --------------------------
                                                   Earl R. Wait
                                                   Chief Financial Officer




                                  EXHIBIT INDEX


EXHIBIT NUMBER                                 DESCRIPTION
--------------                                 -----------

     99                                        News Release dated March 30, 2004