Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  MCAFEE ERIC A
2. Date of Event Requiring Statement (Month/Day/Year)
05/26/2004
3. Issuer Name and Ticker or Trading Symbol
NATURAL GAS SYSTEMS INC/NEW [NGSY]
(Last)
(First)
(Middle)
CMCP 10600 NORTH DE ANZA BLVD, SUITE 250
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
07/12/2004
(Street)

CUPERTINO, CA 95014
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 1,000,000 (1)
D
 
Common Stock 2,000,000 (2)
I
By P2 Capital, LLC
Common Stock 2,700,000 (3)
I
By McAfee Capital, LLC
Common Stock 125,000 (4)
I
By Berg McAfee Companies, LLC

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Warrants (right to buy) 05/26/2004 05/27/2011 Common Stock 82,500 (5) $ 0 I By Cagan McAfee Capital Partners, LLC

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MCAFEE ERIC A
CMCP 10600 NORTH DE ANZA BLVD
SUITE 250
CUPERTINO, CA 95014
    X    

Signatures

/s/ Eric M. McAfee 05/12/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Mr. McAfee shares voting and dispositive power over these shares with his spouse.
(2) Represents shares held by P2 Capital, LLC, an entity owned 50% by Mr. McAfee's spouse and 25% by each of Mr. McAfee's minor children (over which shares Mr. McAfee's spouse holds sole dispositive and voting power). Mr. McAfee disclaims beneficial ownership of these shares.
(3) Represents shares held by McAfee Capital, LLC, an entity owned 50% by each of Mr. McAfee and his spouse. Mr. McAfee shares voting and dispositive power over such shares with his spouse.
(4) Represnts shares held by Berg McAfee Companies, LLC (out of a total of 250,000 shares owned by Berg McAfee Companies, LLC), an entity in which Mr. McAfee owns a 50% interest. Mr. McAfee shares voting and dispositive power over such shares. Mr. McAfee disclaims beneficial ownersghip of 50% of these shares.
(5) Represents warrants held by Cagan McAfee Capital Partner, LLC, of which Mr. McAfee owns a 50% interest and shares voting and dispositive power (out of a total of 165,000 shares owned by Cagan McAfee Capital Partner, LLC). This was previously erroneously reported as 150,000 warrants in the Form 3 filed June 16, 2004.

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