U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB
(Mark One)
        x         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
    --------      OF THE SECURITIES EXCHANGE ACT OF 1934


For Quarterly period ended                                      Commission File
March 31, 2004                                                   Number 0-6529

                  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    --------      OF THE SECURITIES EXCHANGE ACT OF 1934

   For the transition period from                      to
                                  --------------------   ---------------------

                           DOUBLE EAGLE PETROLEUM CO.
                 ------------------------------------------------
                (Exact name of small business issuer as specified
                                 in its charter)

MARYLAND                                                         83-0214692
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                        777 Overland Trail, P.O. Box 766
                              Casper, Wyoming 82602
                              ---------------------
                    (Address of principal executive offices)

                                  307-237-9330
                                  ------------
                           (Issuer's telephone number)

                                 NOT APPLICABLE
                                 --------------
        (Former name, former address, and former fiscal year, if changed
                               since last report)


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days.
Yes    X     No
    ------    -------

Common stock, 8,464,404 shares having a par value of $.10 per share were,
outstanding as of May 10, 2004.

Transitional Small Business Disclosure format (check one):
                    Yes         No   X
                       -------    -------


<PAGE>


                           DOUBLE EAGLE PETROLEUM CO.


                                TABLE OF CONTENTS

                                                                     Page
                                                                     ----
PART I. FINANCIAL INFORMATION:

     Item 1. Financial Statements

        Balance Sheets as of March 31, 2004 (Unaudited)
           and December 31, 2003                                       4
        Statements of Operations for the three months
             ended March 31, 2004 and 2003 (Unaudited)                 5
        Statements of Cash Flows for the three months
             ended March 31, 2004 and 2003 (Unaudited)                 6
        Notes to Financial Statements                                  7

     Item 2. Management's Discussion and Analysis of
              Finanical Conditions and Results of Operations           9


     Item 3.  Controls and Procedures                                 13

PART II. OTHER INFORMATION

     Item 6. Exhibits and Reports on Form 8-K                         14

     Signatures                                                       15

      Exhibit 31:  Rule 13a-14(a)/15a-14(a) Certifications of Chief
                   Executive Officer and Chief Financial
                   Officer

     Exhibit 32:   Certification of Chief Executive Officer and Chief
                   Financial Officer, Pursuant to 18 U.S.C. Section 1350, as
                   adopted
                   Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

                                       2

<PAGE>





                                     PART I





                              FINANCIAL INFORMATION









                                       3


<PAGE>
<TABLE>
<CAPTION>


                                              DOUBLE EAGLE PETROLEUM CO.
                                                     BALANCE SHEETS
                                     March 31, 2004 (Unaudited) and December 31, 2003

                                                                                     March 31,           December 31,
                                                                                       2004                  2003
                                                                                   -------------         ------------
                                                                                    (Unaudited)
                                                ASSETS
<S>                                                                                 <C>                  <C>
      Current Assets
          Cash and cash equivalents                                                 $  1,539,430         $  2,920,846
          Accounts receivable                                                          1,095,294            1,049,643
          Deposits and prepaid expenses                                                   50,055               50,730
                                                                                    ------------         ------------
                 Total Current Assets                                                  2,684,779            4,021,219
                                                                                    ------------         ------------

      Properties and Equipment
          Developed properties                                                        25,923,796           24,376,469
          Undeveloped properties                                                       3,009,396            3,017,954
          Corporate and other                                                            444,888              441,773
                                                                                    ------------         ------------
                                                                                      29,378,080           27,836,196
            Less accumulated depreciation, depletion and impairment                   (9,030,105)          (8,533,685)
                                                                                    ------------         ------------
                 Net Properties and Equipment                                         20,347,975           19,302,511
                                                                                    ------------         ------------

      Other Assets                                                                       631,167              631,187
                                                                                    ------------         ------------

                 TOTAL ASSETS                                                       $ 23,663,921         $ 23,954,917
                                                                                    ============         ============

                                              LIABILITIES
      Current Liabilities
          Accounts payable                                                          $  1,295,171         $  3,256,375
          Accrued expenses                                                               251,450              139,502
          Accrued production taxes                                                       493,859              344,234
                                                                                    ------------         ------------
                 Total Current Liabilities                                             2,040,480            3,740,111
                                                                                    ------------         ------------

      Asset Retirement Obligation                                                        363,350              358,500
                                                                                    ------------         ------------
                    Total Liabilities                                                  2,403,830            4,098,611
                                                                                    ------------         ------------

                                            STOCKHOLDERS' EQUITY
      Common stock, $.10 par value; 10,000,000 shares authorized;
      Issued and outstanding 8,464,404 shares as of March 31,
      2004 and 8,334,404 shares as of December 31, 2003                                  846,440              833,440
      Capital in excess of par value                                                  20,779,852           20,197,390
      Accumulated deficit                                                               (366,201)          (1,174,524)
                                                                                    ------------         ------------
                 Total Stockholders' Equity                                           21,260,091           19,856,306
                                                                                    ------------         ------------

                 TOTAL LIABILITIES AND
                   STOCKHOLDERS'  EQUITY                                            $ 23,663,921         $ 23,954,917
                                                                                    ============         ============


                                            See accompanying notes to financial statements.

                                                                 4

<PAGE>


                           DOUBLE EAGLE PETROLEUM CO.
                            STATEMENTS OF OPERATIONS
               For the Three Months Ended March 31, 2004 and 2003
                                   (Unaudited)

                                                      2004              2003
                                                   -----------      ------------
Revenues
    Sales of oil and gas                           $ 2,165,264      $ 1,172,889
    Sales of non-producing leases                         --             34,072
    Other income                                        21,994            2,610
                                                   -----------      -----------
           Total                                     2,187,258        1,209,571

Costs and Expenses
    Production costs                                   284,479          236,037
    Production taxes                                   268,366          145,458
    Exploration expenses                                13,990           30,535
    Write-offs and abandonments                         10,918              332
    Cost of leases sold                                   --             10,711
    General and administrative                         310,581          244,065
    Depreciation and depletion                         496,419          346,450
                                                   -----------      -----------
           Total                                     1,384,753        1,013,588
                                                   -----------      -----------

Income From Operations                                 802,505          195,983

Other Income (Expense)
    Interest income                                      6,111               22
    Interest expense                                      (293)         (45,156)
                                                   -----------      -----------
                Total                                    5,818          (45,134)
                                                   -----------      -----------

Net Income                                         $   808,323      $   150,849
                                                   ===========      ===========

Net Income Per Common Share - Basic                $      0.10      $      0.02
                                                   ===========      ===========

Net Income Per Common Share - Diluted              $      0.09      $      0.02
                                                   ===========      ===========

Average Shares Outstanding - Basic                   8,440,008        6,652,174

Average Shares Outstanding - Diluted                 8,595,890        7,493,905









                 See accompanying notes to financial statements.

                                        5

<PAGE>


                                     DOUBLE EAGLE PETROLEUM CO.
                                     STATEMENTS OF CASH FLOWS
                       For the Three Months Ended March 31, 2004 and 2003
                                            (Unaudited)

                                                                         2004                  2003
                                                                     -----------           -----------
Cash Flows from Operating Activities:
    Net income                                                       $   808,323           $   150,849
    Charges to net income not requiring cash:
        Depreciation, depletion and impairments                          496,419               346,450
        Abandoned properties                                              10,918                   332
        Gain on sale of non-producing leases                                --                 (23,361)
         Directors fees paid in stock                                       --                  24,600
         Accretion of asset retirement obligation liability                4,850                  --
    Decrease (increase) in operating assets:
        Accounts receivable                                              (45,651)              122,387
        Prepaid expenses                                                     676                (7,890)
    Increase (decrease) in operating liabilities:
        Accounts payable and accrued expenses                           (416,056)             (740,434)
        Accrued production taxes                                         149,625                68,557
                                                                     -----------           -----------
           Net cash provided by (used in) operating activities         1,009,104               (58,510)
                                                                     -----------           -----------

Cash Flows from Investing Activities:
    Other assets                                                        (299,980)                 --
    Acquisitions and development of producing properties              (2,680,527)             (484,159)
    Acquisitions of corporate and non producing properties                (5,475)              (32,775)
                                                                     -----------           -----------
           Net cash (used in) investing activities                    (2,985,982)             (516,934)
                                                                     -----------           -----------

Cash Flows from Financing Activities:
    Exercise of Options                                                  595,462                  --
    Issuance of common stock                                                --                 521,985
                                                                     -----------           -----------
           Net cash provided by financing activities                     595,462               521,985
                                                                     -----------           -----------

Decrease in Cash and Cash Equivalents                                 (1,381,416)              (53,459)

Cash and Cash Equivalents
    Beginning of period                                                2,920,846               132,748
                                                                     -----------           -----------

    End of period                                                    $ 1,539,430           $    79,289
                                                                     ===========           ===========

Supplemental Disclosures of Cash and Non-Cash Transactions
    Cash paid during the period for interest                         $      --             $    44,967
                                                                     ===========           ===========

     Additions to developed properties included in accounts payable  $   846,800           $      --
                                                                     ===========           ===========
     Additions to other assets included in accounts payable          $   280,062           $      --
                                                                     ===========           ===========

                       See accompanying notes to financial statements.

                                            6
</TABLE>


<PAGE>


                           DOUBLE EAGLE PETROLEUM CO.
                          NOTES TO FINANCIAL STATEMENTS

1. Summary of Significant Accounting Policies

     The financial statements have been prepared by the Company without audit
     pursuant to the rules and regulations of the Securities and Exchange
     Commission. Certain information and footnote disclosures normally included
     in the financial statements prepared in accordance with generally accepted
     accounting principles have been condensed or omitted as allowed by such
     rules and regulations, and management believes that the disclosures are
     adequate to make the information presented not misleading. These financial
     statements include all of the adjustments, which, in the opinion of
     management, are necessary to a fair presentation of financial position and
     results of operations. All such adjustments are of a normal and recurring
     nature only. The results of operations for the interim periods are not
     necessarily indicative of the results to be expected for the full fiscal
     year. These financial statements should be read in conjunction with the
     audited financial statements at December 31, 2003 included in the Company's
     Annual Report on Form 10-KSB.

     Stock-Based Compensation

     The Company has elected to follow APB Opinion No. 25 and related
     interpretations in accounting for its stock options and grants to employees
     and directors since the alternative fair market value accounting provided
     for under Statement of Financial Accounting Standards (SFAS) No. 123
     requires use of grant valuation models that were not developed for use in
     valuing employee stock options and grants. Under APB Opinion No. 25, if the
     exercise price of the Company's stock grants and options equal the fair
     value of the underlying stock on the date of grant, no compensation
     expenses are recognized.

     If compensation cost for the Company's stock-based compensation plans had
     been determined based on the fair value at the grant dates for awards under
     those plans consistent with the method of SFAS No. 123, then the Company's
     net income per share would have been adjusted to the pro forma amounts
     indicated below:
                                                        March 31,    March 31,
                                                          2004          2003
                                                        ---------    ---------

     Net income as reported                            $ 808,323     $ 150,849
          Add: stock-based compensation
                Included in reported net income            6,400          --
          Deduct: stock-based compensation
                Cost under SFAS 123                      (14,100)      (116,254)
                                                       ---------     ---------

                   Pro forma net income                $ 800,623     $  34,595
                                                       =========     =========

     Pro form basic and diluted net income per share:      --             --

     Pro forma shares used in the calculation of
       pro forma net income per common share
       basic and diluted:                               125,000         48,000

     Reported net income per common share - basic           .10            .02
     Reported net income per common share - diluted    $    .09      $     .02
     Pro forma net income per common share - basic          .10            .02
     Pro forma net income per common share - diluted   $    .09      $     .02

                                       7

<PAGE>


                           DOUBLE EAGLE PETROLEUM CO.
                     NOTES TO FINANCIAL STATEMENTS Continued

     Pro forma information regarding net income is required by SFAS 123. Options
     granted were estimated using the Black-Scholes valuation model. The
     following weighted average assumptions were used for the three months ended
     March 31, 2004.

     Volatility                                                    51%
     Expected life of options (in years)                             5
     Dividend Yield                                              0.00%
     Risk free interest rate                                      2.6%


     Leaseholds

     In June 2001, the Financial Standards Board ("FASB") issued SFAS No. 141,
     "Business Combinations," which requires the purchase method of accounting
     for business combinations initiated after June 30, 2001 and eliminates the
     pooling-of- interests method. In July 2001, the FASB issued SFAS No. 142,
     "Goodwill and Other Intangible Assets," which discontinues the practice of
     amortizing goodwill and indefinite lived intangible assets and initiates an
     annual review for impairment. Intangible assets with a determinable useful
     life will continue to be amortized over that period. The FASB and
     representatives of the accounting staff of the Securities and Exchange
     Commission ("SEC") are currently engaged in discussions regarding the
     application of certain provisions of SFAS 141 and SFAS 142 to companies in
     the extractive industries, including oil and gas companies. The FASB and
     SEC staff are considering whether the provisions of SFAS 141 and SFAS 142
     require registrants to classify costs associated with mineral rights,
     including both proved and unproved lease acquisition costs, as intangible
     assets in the balance sheet, apart from other capitalized oil and gas
     property costs, and provide specific footnote disclosures. Historically,
     the Company has included oil and gas lease acquisition costs as a component
     of oil and gas properties.

     The Company did not change or reclassify contractual mineral rights
     included in oil and gas properties on the balance sheet upon adoption of
     SFAS No. 141. The Company believes its current accounting of such mineral
     rights as part of crude oil and natural gas properties is appropriate under
     the successful efforts method of accounting. However, if the FASB and SEC
     staff determine that costs associated with mineral rights not held under
     fee title and pursuant to the guidelines of SFAS No. 141 are required to be
     classified as long term intangible assets, then the reclassified amount as
     of March 31, 2004 would be approximately $3,744,000. Management does not
     believe that the ultimate outcome of this issue will have a significant
     impact on the Company's cash flows, results of operations or financial
     condition.



                                       8


<PAGE>


                           DOUBLE EAGLE PETROLEUM CO.
                 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

INTRODUCTION
------------

This discussion summarizes the significant factors affecting our operating
results, financial condition and cash flows for the quarter ended March 31,
2004. This discussion should be read in conjunction with our financial
statements and notes to financial statements included in this quarterly report
on Form 10-QSB.

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------

During the last three years, our principal sources of liquidity have come from
the issuance of common stock with interim borrowings from a revolving line of
credit. In the fourth quarter of 2003, we completed a private placement of
1,295,000 shares of common stock which generated $11,600,000 of net proceeds.
More recently, we also utilized the internal generation of cash flow from
operations to satisfy our capital financing requirements. At March 31, 2004, our
working capital was $644,000, compared with $281,000 at December 31, 2003. Our
current assets of $2,685,000 at March 31, 2004 reflect a 33% ($1,336,000)
decrease in current assets from December 31, 2003. This decrease is the result
of the use of cash to satisfy current liabilities incurred in the fourth quarter
of 2003 for property additions. Current assets at the end of the first quarter
represent a 300% increase from the $898,000 current asset balance at the same
time one year ago. We presently have no long-term debt compared with $4,250,000
at March 31, 2003. We believe that the strengthened financial condition, which
also includes the availability of a $9,000,000 line of credit, will provide us
with the opportunity to pursue our strategic plan and continue to advance the
development of our major natural gas projects.

Net cash flow provided by operating activities was $1,009,000 during the first
quarter of 2004 as compared with a negative $59,000 used in operating activities
during the first quarter of 2003. An increase in net income of $657,000 along
with an increase of $150,000 in depletion accounted for 80% of the change over
the first quarter of 2003. During the first three months of 2004, our
investments in developed properties totaled $1,547,000. Cash flows used in
investing activities for property additions during the current quarter were
$2,681,000. This difference is the net result of $1,134,000 of 2003's fourth
quarter property additions which were included in accounts payable at year end
and paid in the first quarter of 2004. During the quarter we completed and
commenced operation of our new power generation and compression facilities in
the Cow Creek field of our coal bed methane play in the Eastern Washakie Basin
in Southwest Wyoming. We spent $1,426,000 at Cow Creek, during this period,
which included $688,000 for field facilities and $739,000 for the completion of
the five new wells that were drilled last summer, as well as the replacement of
certain equipment on wells drilled before 2003.

Our expenditures for 2004 are expected to aggregate between $6 million and $7
million during the last nine months of the year, and will be subject to the
Bureau of Land Management's approval of additional drilling locations in the Cow
Creek field. The projected spending will focus around two projects: new
development drilling in the Mesa Field near Pinedale Wyoming, and the further
development of the Eastern Washakie Basin in two different areas. In addition to
expected further development in the Cow Creek field, we will be participating in
a second development play near our current production. These projects will be
funded with cash provided by operating activities and, if necessary, by drawing
down our line of credit.

                                       9

<PAGE>


RESULTS OF OPERATIONS
---------------------

Quarter ended March 31, 2004 as compared with the quarter ended
December 31, 2003
--------------------------------------------------------------------------------

For the quarter ended March 31, 2004, we reported net income of $808,000, or
$0.10 per diluted share. The 2004 first quarter earnings represent a 283%
increase over our net income of $286,000 or $0.04 per diluted share in the
fourth quarter 2003. Total oil and gas revenues increased by $257,000, from
$1,908,000 in the fourth quarter of 2003 to $2,165,000 in the latest quarter.
The 14% increase in revenues from the fourth quarter of 2003 to the first
quarter of 2004 can be attributed to an overall 8% increase in production and a
continued strengthening of natural gas prices. The increase in production was
largely associated with our coal bed methane project in the Eastern Washakie
Basin in Southwestern Wyoming where production increased from 197,000 mcf during
the preceding quarter to 238,000 mcf in the first quarter of 2004. Gas prices
also contributed to the increase in revenues during the first quarter of 2004
over the preceding quarter, increasing by an average of $.30 per mcf from an
average price of $4.45 per mcf in the fourth quarter of 2003 to an average price
of $4.75 per mcf in the first quarter of 2004. Total expenses decreased by
$244,000 to $1,374,000 in the recent quarter, compared to $1,618,000 in the
fourth quarter of 2003. Increases in production taxes and depletion expense were
offset by greater reductions in lease operating expense, general and
administrative expense, and the absence of impairments in producing properties.

Quarter ended March 31, 2004 as compared with the quarter ended March 31, 2003
------------------------------------------------------------------------------

Oil and gas sales volume and price comparisons for the indicated periods are set
forth below.
<TABLE>
<CAPTION>


                    Three Months Ended        Three Months Ended
                      March 31, 2004            March 31, 2002
                      ---------------           ---------------               Percent        Percent
                                                                              Volume          Price
  Product           Volume       Price        Volume          Price           Change         Change
  -------           ------       -----        ------          -----           ------         ------

<S>                <C>          <C>          <C>              <C>                <C>         <C>
Gas (mcf)          417,994      $ 4.75       301,182          $ 3.38            +39%        +41%
Oil (bbls)           5,998      $0.32          4,822          $32.12            +24%         -6%
Mcfe               453,982                   330,114


Our total production in the first quarter of 2004 of 454,000 mcfe, or
approximately 5,000 mcfe per day, represents record levels of production, with a
39% improvement from the 330,000 mcfe produced in the same quarter of 2003. The
increase in production was associated with a 32% increase in pricing per mcfe,
from $3.58 per mcfe in the first quarter of 2003, to $4.74 per mcfe in the first
quarter of 2004. As a result, revenues in the recent quarter increased 85% over
the same period one year ago, from $1,172,000 for the quarter ended March 31,
2003 to $2,165,000 for the quarter ended March 31, 2004.

Total expenses increased by $370,000 to $1,384,000 in the recent quarter,
compared to $1,014,000 in the first quarter of 2003. Production costs and
production taxes increased from $236,000 and $145,000, respectively, in the
first quarter of 2003 to $284,000 and 268,000, respectively in the first quarter
of 2004. Similarly, depreciation and depletion increased from $346,000 in the
first quarter of 2003, to $496,000 in the first quarter of 2004. The increase in
production cost, production tax and depreciation and depletion from the first
quarter of 2003 to the same period in 2004 is directly related to our increase
in production. General and administrative costs increased from $244,000 in the
first quarter of 2003 to $311,000 in the first quarter of 2004 primarily due to
increases in staffing, the opening of the Denver office and other increased
administrative expenses. These year-over-year changes represent an overall 85%
increase in revenues against a 35% increase in expenses.

                                       10
<PAGE>


Overall, our net income increased by $657,000 from the quarter ended March 31,
2003 to the quarter ended March 31, 2004. The net income in the first quarter of
2004 represented record earnings for the Company and a 443% increase in earnings
over the first quarter of 2003. To sustain the pricing that has contributed to
our improved profitability, we have entered into the following firm sales
contracts for our future gas production.

      Property        Volume         Daily Production         Term                Average Price
      --------        ------         ----------------         ----                -------------

     Cow Creek         87,000           500 mcf               04/04-10/04          $   3.83
                      135,000           500 mcf               04/04-12/04          $   4.51
                      365,000         1,000 mcf               05/04-04/05          $   5.31
                      -------
     Total            587,000


     Mesa              87,000           500 mcf               04/04-10/04          $   4.58
                      135,000           500 mcf               04/04-12/04          $   4.63
                      -------

     Total            222,000
</TABLE>


                                       11

<PAGE>


CRITICAL ACCOUNTING POLICIES AND ESTIMATES
------------------------------------------

We believe the following critical accounting policies affect our more
significant judgments and estimates used in the preparation of our Financial
Statements.

Reserve Estimates:

     Our estimates of oil and natural gas reserves, by necessity, are
     projections based on geological and engineering data, and there are
     uncertainties inherent in the interpretation of such data as well as the
     projection of future rates of production and the timing of development
     expenditures. Reserve engineering is a subjective process of estimating
     underground accumulations of oil and natural gas that are difficult to
     measure. The accuracy of any reserve estimate is a function of the quality
     of available data, engineering and geological interpretation and judgment.
     Estimates of economically recoverable oil and natural gas reserves and
     future net cash flows necessarily depend upon a number of variable factors
     and assumptions, such as historical production from the area compared with
     production from other producing areas, the assumed effects of regulations
     by governmental agencies and assumptions governing future oil and natural
     gas prices, future operating costs, severance and excise taxes, development
     costs and workover and remedial costs, all of which may in fact vary
     considerably from actual results. For these reasons, estimates of the
     economically recoverable quantities of oil and natural gas attributable to
     any particular group of properties, classifications of such reserves based
     on risk of recovery, and estimates of the future net cash flows expected
     therefrom may vary substantially. Any significant variance in the
     assumptions could materially affect the estimated quantity and value of the
     reserves, which could affect the carrying value of our oil and gas
     properties and/or the rate of depletion of the oil and gas properties.
     Actual production, revenues and expenditures with respect to our reserves
     will likely vary from estimates, and such variances may be material.


Many factors will affect actual net cash flows, including:

     o    the amount and timing of actual production;

     o    supply and demand for natural gas;

     o    curtailments or increases in consumption by natural gas purchasers;
          and

     o    changes in governmental regulations or taxation.



                                       12


<PAGE>


Property, Equipment and Depreciation:

     We follow the successful efforts method of accounting for oil and gas
     properties. Under this method all productive costs incurred in connection
     with the exploration for and development of oil and gas reserves are
     capitalized. These capitalized costs include lease acquisition, geological
     and geophysical work, delay rentals, drilling, completing and equipping oil
     and gas wells, including salaries, benefits and other internal salary
     related costs directly attributable to these activities. Costs associated
     with production and general corporate activities are expensed in the period
     incurred. Interest costs related to unproved properties and properties
     under development also are capitalized to oil and gas properties. If the
     net investment in oil and gas properties exceeds an amount equal to the sum
     of (1) the standardized measure of discounted future net cash flows from
     proved reserves, and (2) the lower of cost or fair market value of
     properties in process of development and unexplored acreage, the excess is
     charged to expense as additional depletion. Normal dispositions of oil and
     gas properties are accounted for as adjustments of capitalized costs, with
     no gain or loss recognized. As a result, we are required to estimate our
     proved reserves at the end of each quarter, which is subject to the
     uncertainties described in the previous section.

Income Taxes

     We have provided a full valuation for its deferred tax asset which, at
     December 31, 2003, was approximately $925,000. We will continue to evaluate
     the potential realization of this deferred asset. The evaluation of the
     potential realization of this asset requires significant estimates with
     respect to our future operating results and if it appears more likely than
     not that this asset will be recognized, we will record income to the extent
     the deferred asset is considered to be realizable.

     ITEM 3.

                             CONTROLS AND PROCEDURES

     (a) Evaluation of disclosure controls and procedures

         Based on an evaluation carried out under the supervision and with the
participation of our management, including the Chief Executive Officer and the
Principal Financial Officer, as of March 31, 2004, the Company's Chief Executive
Officer and Principal Financial Officer believes our disclosure controls and
procedures, as defined in Securities Exchange Act Rules 13a-15 and 15d-15, are,
to the best of their knowledge, effective.

     (b) Changes in internal controls

         Subsequent to the date of this evaluation, our Chief Executive Officer
and Principal Financial Officer are not aware of any significant changes in our
internal controls, including any corrective actions with regard to significant
deficiencies and material weakness, or in other factors that could significantly
affect these controls to ensure that information required to be disclosed by us
in reports that we file or submit under the Securities Act of 1934, is recorded,
processed, summarized and reported within the time periods specified in
Securities and Exchange Commission rules and regulations.

                                       13

<PAGE>


                           PART II. OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

During the period covered by this report, an announcement on Form 8-K concerning
financial results for the Company's fiscal year end was filed by the Company on
March 31, 2004.



(a) EXHIBITS

Exhibit No.

31    Rule 13a-14(a)/15a-14(a) Certifications of Chief Executive Officer and
      Chief Financial Officer

32    Certification of Chief Executive Officer and Chief Financial Officer
      Pursuant to 18 U.S.C.  Section 1350, as Adopted Pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002, filed herewith.



                                       14

<PAGE>


                                   SIGNATURES





In accordance with 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, thereunto duly authorized.

                                         DOUBLE EAGLE PETROLEUM CO.
                                                (Registrant)



                                         By: /s/ David C. Milholm
                                             -----------------------------------
                                                 David C. Milholm
                                                 Vice President of Finance and
                                                 Chief Financial Officer
                                                 (Principal Financial Officer)
Date:  May 14, 2004


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