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                                  June 24, 2005

VIA EDGAR
AND FACSIMILE

United States Securities and Exchange Commission
Mail Stop 0405
450 5th Street N. W.
Washington, D.C. 20549

Attn:    Mellissa Campbell Duru
         Division of Corporation Finance

Re:      Natural Gas Services Group, Inc.
         Registration Statement on Form S-3
         File No. 333-122687

Dear Ms. Duru:

         This letter is being provided on behalf of Natural Gas Services  Group,
Inc. (the "Company") in connection with the Staff's comment letter dated June 3,
2005, regarding the above-referenced  Registration Statement. As we discussed on
June 23, 2005,  the Company  sets forth in this letter its proposed  changes for
your  review  and  approval   prior  to  filing   amendments  to  the  Company's
Registration  Statement on Form S-3 and Reports on Forms  10-KSB and 10-QSB.  We
have been  authorized  to provide the  responses  below to the  Staff's  comment
letter.

Comment
-------

1.       Incorporation  of  Documents  by  Reference,  page 2. Please  amend the
         disclosure  in this section so that it includes a reference to the Form
         10-KSB/A for the fiscal year ended  December 31, 2004 that was filed on
         May 4, 2005.

RESPONSE
--------

         The Company will add the reference requested by the Staff. In addition,
the Company will also reference the amendments to the Forms 10-KSB and 10-QSB to
be filed in connection with the Staff's comment #3.

<PAGE>

United States Securities and Exchange Commission
Attn: Mellissa Campbell Duru
June 24, 2005
Page 2

Comment
-------

2.       We reissue our prior  comment 3.  Please  confirm  whether  Mr.  Gurley
         acquired the  securities in the ordinary  course of business and at the
         time of the acquisition did not have any arrangements or understandings
         with any person to distribute the securities. If not, you must indicate
         that Mr. Gurley is an underwriter.

RESPONSE
--------

         We confirm  that Mr.  Gurley  acquired the  securities  in the ordinary
course  of  business  and at the  time  of the  acquisition  did  not  have  any
arrangements or understandings with any person to distribute the securities.

             Form 10-KSB for the fiscal year ended December 31, 2004
                 Form 10-QSB for the period ended March 31, 2005

Comment
-------

3.       Controls  and  Procedures,  page 31 (of Form 10-K).  Please  amend your
         disclosures regarding disclosure controls and procedures to address the
         following  issues.  Refer to  Regulation  S-B,  Rule 307,  and  Release
         33-8238.

         o        Clearly  disclose the conclusions of your principal  executive
                  and  principal  financial  officers,   or  persons  performing
                  similar functions. In this regard:

                  o        We  note   that   your   disclosure   refers  to  the
                           participation of your "chief  executive  officer" and
                           your "principal  accounting officer." It is necessary
                           for your officers to provide  conclusions rather than
                           to only participate in the evaluation.

                  o        Additionally,  it  appears  to  us  that  your  chief
                           financial  officer,  who  signed a  certification  in
                           compliance  with  Section  302 of the  Sarbanes-Oxley
                           Act, rather than your principal  accounting  officer,
                           is the  appropriate  principal  financial  officer to
                           provide  a  conclusion   along  with  your  principal
                           executive officer.

         o        Your   disclosure   reads,   "...   we  have   evaluated   the
                  effectiveness of our disclosures  controls and  procedures..."
                  and  "They  have  concluded  that  these  disclosures  provide
                  reasonable assurance..." In this regard:

<PAGE>

United States Securities and Exchange Commission
Attn: Mellissa Campbell Duru
June 24, 2005
Page 3

                  o        It is  necessary to disclose  whether your  principal
                           executive and principal  financial officers concluded
                           that your  disclosure  controls and  procedures  were
                           effective  or were not  effective.  Please amend your
                           filing  to  clearly  indicate  as such,  rather  than
                           discussing  whether your controls provide  reasonable
                           assurance.  In so doing,  please be  careful to refer
                           specifically  to your officers rather than to "we" or
                           "they."

         o        If  you  choose  to  elaborate  regarding  the  definition  of
                  "disclosure  controls  and  procedures,"  please be certain to
                  include   all   of   the   components   of   the   definition.
                  Alternatively,  you may wish to simply refer to the definition
                  found  at  Rule  13a-15(e)  or  15d-15(e)  of  the  Securities
                  Exchange Act of 1934, as amended.

RESPONSE
--------

         The Company proposes to revise Item 8A, Controls and Procedures, in its
Report on Form 10-KSB for the year ended December 31, 2004, as follows:

         Under the supervision and with the  participation of certain members of
Natural Gas'  management,  the chief  executive  officer and the chief financial
officer  evaluated the  effectiveness of the disclosure  controls and procedures
(as defined in Rules  13a-15(e) and 15d-15(e) of the Securities  Exchange Act of
1934, as amended (the "Exchange Act")) of Natural Gas Services Group, Inc. as of
December 31, 2004.  Based on this  evaluation,  the chief executive  officer and
chief  financial  officer  concluded that Natural Gas'  disclosure  controls and
procedures  were effective as of the end of the period covered by this report to
ensure that information  required to be disclosed by Natural Gas Services Group,
Inc. in the reports that it files under the Exchange Act is collected, processed
and disclosed within the time periods  specified in the  Commission's  rules and
forms.

         There  have  been no  significant  changes  in  Natural  Gas'  internal
controls  or in other  factors  that could  significantly  affect  Natural  Gas'
internal  controls  subsequent to the date of the most recent evaluation made by
the chief executive officer and chief financial officer.

         The Company proposes to revise Item 3, Controls and Procedures,  in its
Report on Form 10-QSB for the period ended March 31, 2005, as follows:

(a)      Evaluation of disclosure controls and procedures.

         Under the supervision and with the  participation of certain members of
Natural Gas'  management,  the chief  executive  officer and the chief financial
officer  evaluated  the  effectiveness  of  the  design  and  operation  of  the

<PAGE>

United States Securities and Exchange Commission
Attn: Mellissa Campbell Duru
June 24, 2005
Page 4

disclosure  controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
of the  Securities  Exchange Act of 1934,  as amended (the  "Exchange  Act")) of
Natural Gas  Services  Group,  Inc. as of the end of the period  covered by this
report.  Based  on this  evaluation,  the  chief  executive  officer  and  chief
financial  officer  concluded  that, as of the end of the period covered by this
report, Natural Gas' disclosure controls and procedures were effective to ensure
that information required to be disclosed by Natural Gas Services Group, Inc. in
the reports  that it files under the Exchange Act is  collected,  processed  and
disclosed within the time periods specified n the Commission's rules and forms.

(b)      Changes in internal controls.

         There  were no changes in Natural  Gas'  internal  controls  during the
period  covered by this report that have  materially  affected or are reasonably
likely to  materially  affect  Natural Gas'  internal  controls  over  financial
reporting.  In addition,  to the  knowledge of the chief  executive  officer and
chief  financial  officer  there  were no changes  in other  factors  that could
significantly  affect these  controls  subsequent to the date of the most recent
evaluation made by the chief executive officer and chief financial officer.

         Please let me know at your earliest convenience your comments to this
letter.

                                                        Very truly yours,

                                                         /s/ David A. Thayer
                                                        David A. Thayer
                                                        JACKSON KELLY PLLC

cc:      Earl R. Wait, CFO, Natural Gas Services Group, Inc.

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