Registration No.
================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                               TRANS ENERGY, INC.
               (Exact name of issuer as specified in its charter)

            Nevada                                              93-0997412
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification Number)

                210 Second Street, St. Marys, West Virginia 26170
               (Address of Principal Executive Offices) (Zip Code)

            John B. Gessner Legal Services Agreement - April 25, 2001
                            (Full title of the plan)

                                 Loren E. Bagley
                                210 Second Street
                         St. Marys, West Virginia 26170
                     (Name and address of agent for service)

                                 (304) 684-7053
          (Telphone number, including area code, of agent for service)
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

=========================================================================================================================
                                                                   Proposed             Proposed
                                              Amount to             Maximum              Maximum            Amount of
           Title of Securities                    be            Offering Price          Aggregate         Registration
            to be Registered                  Registered           Per Share         Offering Price            Fee
-------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>              <C>                      <C>                 <C>
Common Stock, par value $.001(1)               1,500,000        $.04 per Share           $ 60,000             $ 15.00
                                               Shares
=========================================================================================================================
                                                                                                TOTAL FEE     $ 15.00
</TABLE>

(1)    Based  upon  1,500,000  shares of  common  stock  granted  under the plan
       covered by this  Registration  Statement.  The fee with  respect to these
       share has been  calculated  pursuant to Rule 457(c) under the  Securities
       Act of 1933,  as amended,  and based upon the last sale  reported for the
       Issuer's common stock on a date within five (5) days prior to the date of
       filing this  Registration  Statement,  as  reported  by The OTC  Bulletin
       Board.


                                       -1-

<PAGE>



Part  II  -  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The  following   documents  are   incorporated  by  reference  in  this
Registration  Statement by Trans Energy,  Inc. (the  "Company")  and made a part
hereof.  All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as amended
(the "Exchange Act"),  prior to the filing of a  post-effective  amendment which
indicates that all securities  offered have been sold or which  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference in this Registration  Statement and to be part hereof from the date of
filing such documents.

         (a)      The  Company's  latest  annual  report on Form  10-KSB for the
                  fiscal year ended December 31, 2000,  which  contains  audited
                  financial  statements  for the  Company's  fiscal  year  ended
                  December 31, 2000.

         (b)      All other reports filed  pursuant to Section 13(a) or 15(d) of
                  the  Exchange  Act since the end of the fiscal year covered by
                  the Company's documents referred to in (a) above.

         (c)      The description of the Company's  common stock is contained in
                  Amendment No. 5 to its Form 10-SB filed pursuant to Section 12
                  of the Exchange  Act,  including any amendment or report filed
                  for the purpose of up-dating such description.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interest of Named Experts and Counsel.

         Not  applicable  pursuant  to  the  amount  limitations  set  forth  in
instruction 1 to Item 509 of Regulation S-B.

Item 6.  Indemnification of Directors and Officers.

         As permitted by the  provisions  of the Nevada  Revised  Statutes  (the
"NRS"),  the  Company has the power to  indemnify  any person made a party to an
action,  suit or  proceeding  by  reason  of the  fact  that  they are or were a
director,   officer,  employee  or  agent  of  the  Company,  against  expenses,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by them in connection with any such action,  suit or proceeding if they acted in
good  faith and in a manner  which  they  reasonably  believed  to be in, or not
opposed  to, the best  interest of the Company  and, in any  criminal  action or
proceeding,  they had no reasonable cause to believe their conduct was unlawful.
Termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its  equivalent,  does not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  they  reasonably  believed  to be in or not  opposed  to the best
interests of the Company, and, in any criminal action or proceeding, they had no
reasonable cause to believe their conduct was unlawful.


                                       -2-

<PAGE>


         The Company must  indemnify a director,  officer,  employee or agent of
the Company who is successful, on the merits or otherwise, in the defense of any
action, suit or proceeding,  or in defense of any claim, issue, or matter in the
proceeding,  to which  they  are a party  because  they are or were a  director,
officer  employee  or  agent  of the  Company,  against  expenses  actually  and
reasonably incurred by them in connection with the defense.

         The Company's Articles of Incorporation eliminate personal liability of
directors,  officers and  stockholders  of the Company for damages for breach of
fiduciary  duty, but do not eliminate the liability of a director or officer for
(a) acts or omissions which involve intentional  misconduct,  fraud or a knowing
violation  of law,  or (b) the  payment  of  distributions  to  stockholders  in
violation of the applicable statutes of the NRS.

         The Company may provide to pay the expenses of officers  and  directors
incurred in  defending a civil or criminal  action,  suit or  proceeding  as the
expenses  are incurred  and in advance of the final  disposition  of the action,
suit or  proceeding,  upon  receipt  of an  undertaking  by or on  behalf of the
director  or  officer to repay the amount if it is  ultimately  determined  by a
court of competent  jurisdiction that they are not entitled to be indemnified by
the Company.

         The NRS also permits a corporation  to purchase and maintain  liability
insurance or make other financial arrangements on behalf of any person who is or
was a director,  officer, employee or agent of the Company, or is or was serving
at the request of the corporation as a director,  officer, employee or agent, of
another corporation,  partnership,  joint venture, trust or other enterprise for
any liability  asserted against them and liability and expenses incurred by them
in their capacity as a director,  officer,  employee or agent, or arising out of
their status as such,  whether or not the Company has the authority to indemnify
them against such liability and expenses.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         (a) The following exhibits are filed with this Registration Statement:

Exhibit No.   Exhibit Name
-----------   ------------
 5.1          Opinion of Leonard E. Neilson, P.C.
23.1          Consent of H J & Associates, L.L.C.,  Independent Certified Public
              Accountants.
23.2          Consent of Leonard E. Neilson, P.C. (included in Exhibit 5.1).


Item 9.  Undertakings.

         The undersigned registrant hereby undertakes:

         (1)      To  file,  during  any  period  in which  it  offers  or sells
                  securities,  a post-effective  amendment to this  Registration
                  Statement:

                  (i)  To include any additional or changed material information
                       on the plan of distribution;


                                       -3-

<PAGE>


         (2)      For  determining  liability under the Securities Act, to treat
                  each post-effective  amendment as a new registration statement
                  of the securities offered,  and the offering of the securities
                  at that time to be the initial bona fide offering.

         (3)      File a  post-effective  amendment to remove from  registration
                  any of the  securities  that  remain  unsold at the end of the
                  offering.


                                   SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of St. Marys, State of West Virginia, on this 11th
day of May 2000.

                                       TRANS ENERGY, INC.
                                       (REGISTRANT)



                                       By: /S/ LOREN E. BAGLEY
                                       -----------------------
                                               LOREN E. BAGLEY, President, Chief
                                               Executive Officer and
                                               Chief Financial Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

      Signature                            Title                       Date
      ---------                            -----                       ----
/S/ LOREN E. BAGLEY           President, Chief Executive            May 11, 2001
-------------------           Officer and Director                  ------------
    Loren E. Bagley           (Chief Financial Officer)



/S/ WILLIAM F. WOODBURN       Vice President, and                   May 11, 2001
-----------------------       Director                              ------------
    William F. Woodburn       (Principal Accounting Officer)



/S/ JOHN B. SIMS              Director                              May 11, 2001
----------------                                                    ------------
    John B. Sims


/S/ GARY F. LAWYER            Director                              May 11, 2001
------------------                                                  ------------
    Gary F. Lawyer



                                       -4-

<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "gessners8.txt", "secsgml_size_bytes": 12094}]
{"company-data": {"conformed-name": "TRANS ENERGY INC", "cik": "0000919721", "assigned-sic": "1311", "irs-number": "930997412", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-60736", "film-number": "1630444"}, "business-address": {"street1": "210 SECOND ST", "street2": "PO BOX 393", "city": "ST MARYS", "state": "WV", "zip": "26170", "phone": "3046847053"}, "mail-address": {"street1": "210 SECOND ST", "street2": "P O BOX 393", "city": "ST MARYS", "state": "WV", "zip": "26170"}}
Registration No.
================================================================================
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                               TRANS ENERGY, INC.
               (Exact name of issuer as specified in its charter)

            Nevada                                              93-0997412
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification Number)

                210 Second Street, St. Marys, West Virginia 26170
               (Address of Principal Executive Offices) (Zip Code)

            John B. Gessner Legal Services Agreement - April 25, 2001
                            (Full title of the plan)

                                 Loren E. Bagley
                                210 Second Street
                         St. Marys, West Virginia 26170
                     (Name and address of agent for service)

                                 (304) 684-7053
          (Telphone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE

=========================================================================================================================
                                                                   Proposed             Proposed
                                              Amount to             Maximum              Maximum            Amount of
           Title of Securities                    be            Offering Price          Aggregate         Registration
            to be Registered                  Registered           Per Share         Offering Price            Fee
-------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.001(1)               1,500,000        $.04 per Share           $ 60,000             $ 15.00
                                               Shares
=========================================================================================================================
                                                                                                TOTAL FEE     $ 15.00
(1)    Based  upon  1,500,000  shares of  common  stock  granted  under the plan
       covered by this  Registration  Statement.  The fee with  respect to these
       share has been  calculated  pursuant to Rule 457(c) under the  Securities
       Act of 1933,  as amended,  and based upon the last sale  reported for the
       Issuer's common stock on a date within five (5) days prior to the date of
       filing this  Registration  Statement,  as  reported  by The OTC  Bulletin
       Board.

                                       -1-
Part  II  -  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The  following   documents  are   incorporated  by  reference  in  this
Registration  Statement by Trans Energy,  Inc. (the  "Company")  and made a part
hereof.  All documents  subsequently  filed by the Company  pursuant to Sections
13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as amended
(the "Exchange Act"),  prior to the filing of a  post-effective  amendment which
indicates that all securities  offered have been sold or which  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference in this Registration  Statement and to be part hereof from the date of
filing such documents.

         (a)      The  Company's  latest  annual  report on Form  10-KSB for the
                  fiscal year ended December 31, 2000,  which  contains  audited
                  financial  statements  for the  Company's  fiscal  year  ended
                  December 31, 2000.

         (b)      All other reports filed  pursuant to Section 13(a) or 15(d) of
                  the  Exchange  Act since the end of the fiscal year covered by
                  the Company's documents referred to in (a) above.

         (c)      The description of the Company's  common stock is contained in
                  Amendment No. 5 to its Form 10-SB filed pursuant to Section 12
                  of the Exchange  Act,  including any amendment or report filed
                  for the purpose of up-dating such description.

Item 4.  Description of Securities.

         Not Applicable.

Item 5.  Interest of Named Experts and Counsel.

         Not  applicable  pursuant  to  the  amount  limitations  set  forth  in
instruction 1 to Item 509 of Regulation S-B.

Item 6.  Indemnification of Directors and Officers.

         As permitted by the  provisions  of the Nevada  Revised  Statutes  (the
"NRS"),  the  Company has the power to  indemnify  any person made a party to an
action,  suit or  proceeding  by  reason  of the  fact  that  they are or were a
director,   officer,  employee  or  agent  of  the  Company,  against  expenses,
judgments, fines and amounts paid in settlement actually and reasonably incurred
by them in connection with any such action,  suit or proceeding if they acted in
good  faith and in a manner  which  they  reasonably  believed  to be in, or not
opposed  to, the best  interest of the Company  and, in any  criminal  action or
proceeding,  they had no reasonable cause to believe their conduct was unlawful.
Termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its  equivalent,  does not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  they  reasonably  believed  to be in or not  opposed  to the best
interests of the Company, and, in any criminal action or proceeding, they had no
reasonable cause to believe their conduct was unlawful.

                                       -2-
The Company must  indemnify a director,  officer,  employee or agent of
the Company who is successful, on the merits or otherwise, in the defense of any
action, suit or proceeding,  or in defense of any claim, issue, or matter in the
proceeding,  to which  they  are a party  because  they are or were a  director,
officer  employee  or  agent  of the  Company,  against  expenses  actually  and
reasonably incurred by them in connection with the defense.

         The Company's Articles of Incorporation eliminate personal liability of
directors,  officers and  stockholders  of the Company for damages for breach of
fiduciary  duty, but do not eliminate the liability of a director or officer for
(a) acts or omissions which involve intentional  misconduct,  fraud or a knowing
violation  of law,  or (b) the  payment  of  distributions  to  stockholders  in
violation of the applicable statutes of the NRS.

         The Company may provide to pay the expenses of officers  and  directors
incurred in  defending a civil or criminal  action,  suit or  proceeding  as the
expenses  are incurred  and in advance of the final  disposition  of the action,
suit or  proceeding,  upon  receipt  of an  undertaking  by or on  behalf of the
director  or  officer to repay the amount if it is  ultimately  determined  by a
court of competent  jurisdiction that they are not entitled to be indemnified by
the Company.

         The NRS also permits a corporation  to purchase and maintain  liability
insurance or make other financial arrangements on behalf of any person who is or
was a director,  officer, employee or agent of the Company, or is or was serving
at the request of the corporation as a director,  officer, employee or agent, of
another corporation,  partnership,  joint venture, trust or other enterprise for
any liability  asserted against them and liability and expenses incurred by them
in their capacity as a director,  officer,  employee or agent, or arising out of
their status as such,  whether or not the Company has the authority to indemnify
them against such liability and expenses.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         (a) The following exhibits are filed with this Registration Statement:

Exhibit No.   Exhibit Name
-----------   ------------
 5.1          Opinion of Leonard E. Neilson, P.C.
23.1          Consent of H J & Associates, L.L.C.,  Independent Certified Public
              Accountants.
23.2          Consent of Leonard E. Neilson, P.C. (included in Exhibit 5.1).

Item 9.  Undertakings.

         The undersigned registrant hereby undertakes:

         (1)      To  file,  during  any  period  in which  it  offers  or sells
                  securities,  a post-effective  amendment to this  Registration
                  Statement:

                  (i)  To include any additional or changed material information
                       on the plan of distribution;

                                       -3-
(2)      For  determining  liability under the Securities Act, to treat
                  each post-effective  amendment as a new registration statement
                  of the securities offered,  and the offering of the securities
                  at that time to be the initial bona fide offering.

         (3)      File a  post-effective  amendment to remove from  registration
                  any of the  securities  that  remain  unsold at the end of the
                  offering.

                                   SIGNATURES

         The Registrant.  Pursuant to the  requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the  requirements  for filing on Form S-8 and has duly  caused this
Registration Statement to be signed on its behalf by the undersigned,  thereunto
duly authorized,  in the City of St. Marys, State of West Virginia, on this 11th
day of May 2000.

                                       TRANS ENERGY, INC.
                                       (REGISTRANT)

                                       By: /S/ LOREN E. BAGLEY
                                       -----------------------
                                               LOREN E. BAGLEY, President, Chief
                                               Executive Officer and
                                               Chief Financial Officer

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

      Signature                            Title                       Date
      ---------                            -----                       ----
/S/ LOREN E. BAGLEY           President, Chief Executive            May 11, 2001
-------------------           Officer and Director                  ------------
    Loren E. Bagley           (Chief Financial Officer)

/S/ WILLIAM F. WOODBURN       Vice President, and                   May 11, 2001
-----------------------       Director                              ------------
    William F. Woodburn       (Principal Accounting Officer)

/S/ JOHN B. SIMS              Director                              May 11, 2001
----------------                                                    ------------
    John B. Sims

/S/ GARY F. LAWYER            Director                              May 11, 2001
------------------                                                  ------------
    Gary F. Lawyer

                                       -4-