SecProbe.io

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								September 16, 2005

Mr. David C. Ferguson
Chief Financial Officer
TransGlobe Energy Corporation
Suite 2500
605 - Fifth Avenue, S.W.
Calgary, Alberta
Canada T2P 3H5

	Re:	TransGlobe Energy Corporation
		Form 40-F for Fiscal Year Ended December 31, 2004
Filed March 29, 2005
      File No. 001-31891

Dear Mr. Ferguson:

      We have reviewed your filing and have the following
comments.
We have limited our review of your filing to those issues we have
addressed in our comments.  Engineering comments, if any, will be
forthcoming.  Please provide a written response to our comments.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with information so we
may
better understand your disclosure.  After reviewing this
information,
we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 40-F for the Fiscal Year Ended December 31, 2004

Consolidated Statements of Cash Flows

1. We note you present a subtotal of Cash flow from operations in
your reconciliation of net income to net cash provided by
operating
activities.  We also note your disclosure under Selected Annual
and
Quarterly Information, where you indicate that this measure is
non-
GAAP and "represents cash generated from operating activities
before
changes in non-cash working capital."  Please support your
presentation of this subtotal under Canadian GAAP as there does
not
appear to be a provision within CICA 1540 for this presentation.
In
this regard, note that the Illustrative example in CICA 1540
presents
a subtotal that includes "items not affecting cash" before
arriving
at "Net cash provided by (used in) operating activities" that does
not include net income.

General and Administrative Expenses

2. We note that you have capitalized approximately 35% of gross
G&A
for the fiscal year ended December 31, 2004.  Please confirm, for
Canadian to US GAAP reconciliation purposes, that you have
complied
with Article 4-10(c)(2) of Regulation S-X, which stipulates that
any
internal costs that are capitalized shall be limited to those
costs
that can be directly identified with acquisition, exploration and
development activities undertaken.  We note your disclosure within
your Property and Equipment accounting policy that capitalized
costs
include "overhead charges directly related to acquisition,
exploration and development activities."

Closing Comments

       Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please furnish
a
letter that keys your responses to our comments and provides any
requested information.  Detailed letters greatly facilitate our
review.  Please understand that we may have additional comments
after
reviewing your responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact Jennifer Goeken at (202) 551-3721 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact me at (202) 551-3683 with any other
questions.

								Sincerely,

								Jill S. Davis
								Branch Chief

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Mr. David C. Ferguson
TransGlobe Energy Corporation
September 16, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
100 F Street, NE
WASHINGTON, D.C. 20549-7010

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010

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