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

                                 FORM 10-QSB/A1
(Mark One)
  [  ]          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                OF THE SECURITIES EXCHANGE ACT OF 1934

For the period ended                                       Commission File
December 31, 2002                                          Number 0-6529

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

      For the transition period from September 1, 2002 to December 31, 2002

                           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, 6,546,518 shares having a par value of $.10 per share were
outstanding as of February 10, 2003.

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 December 31, 2002 (Unaudited)                 I.
             and August 31, 2002
        Statements of Operations for the four months
             ended December 31, 2002 (Unaudited) and 2001 (Unaudited)      II.
        Statements of Cash Flows for the four months
             ended December 31, 2002 (Unaudited) and 2001 (Unaudited)      III.
        Notes to Financial Statements                                      IV.

     Item 2.  Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
                  and Critical Accounting Policies and Estimates           V.

     Item 3.  Controls and Procedures                                      VII.

PART II. OTHER INFORMATION

     Item 4. Submission of Matters to a Vote of Security Holders          VIII.

     Item 6. Exhibits and Reports on Form 8-K

     Signatures                                                            IX.

<PAGE>



                                     PART I





                              FINANCIAL INFORMATION



                          ITEM 1: FINANCIAL STATEMENTS





<PAGE>
<TABLE>
<CAPTION>

                                                                                                         I.
                                                        DOUBLE EAGLE PETROLEUM CO.
                                                            BALANCE SHEETS
                                           December 31, 2002 (Unaudited) and August 31, 2002

                                                                         December 31,            August 31,
                                                                             2002                   2002
                                                                        ------------            ------------
                                                                         (Unaudited)
                                        ASSETS
<S>                                                                     <C>                     <C>
Current Assets
    Cash and cash equivalents                                           $    132,748            $     89,342
    Accounts receivable                                                      873,894                 518,553
    Prepaid expenses                                                          25,166                   8,524
                                                                        ------------            ------------
           Total Current Assets                                            1,031,808                 616,419
                                                                        ------------            ------------

Properties and Equipment
    Developed properties                                                  16,655,447              14,458,308
    Undeveloped properties                                                   942,118                 877,360
    Corporate and other                                                      299,568                 286,563
                                                                        ------------            ------------
                                                                          17,897,133              15,622,231
      Less accumulated depreciation, depletion, and impairment            (6,985,842)             (6,484,574)
                                                                        ------------            ------------
           Net Properties and Equipment                                   10,911,291               9,137,657
                                                                        ------------            ------------

Other Assets                                                                  11,125                  11,125
                                                                        ------------            ------------

           TOTAL ASSETS                                                 $ 11,954,224            $  9,765,201
                                                                        ============            ============

                                        LIABILITIES
Current Liabilities
    Accounts payable                                                    $  1,201,570            $    953,783
    Accrued expenses                                                          65,421                    --
    Accrued production taxes                                                 145,244                 184,345
                                                                        ------------            ------------
           Total Current Liabilities                                       1,412,235               1,138,128

Long Term Debt                                                             4,250,000               2,250,000
                                                                        ------------            ------------

           Total Liabilities                                               5,662,235               3,388,128

                                   STOCKHOLDERS' EQUITY
Common stock, $.10 par value;  10,000,000 shares authorized;
 issued and outstanding 6,521,518 shares as of December 31, 2002
 and 6,500,518 shares as of August 31, 2001                                  652,152                 650,052
Capital in excess of par value                                             7,786,183               7,765,579
Retained earnings                                                         (2,146,346)             (2,038,558)
                                                                        ------------            ------------
           Total Stockholders' Equity                                      6,291,989               6,377,073
                                                                        ------------            ------------
           TOTAL LIABILITIES AND
             STOCKHOLDERS'  EQUITY                                      $ 11,954,224            $  9,765,201
                                                                        ============            ============

                                       See accompanying notes to financial statements.

<PAGE>

                                                                                                 II.
                                    DOUBLE EAGLE PETROLEUM CO.
                                     STATEMENTS OF OPERATIONS
                         For the Four Months Ended December 31, 2002 and 2001
                                           (Unaudited)

                                                                2002                        2001
                                                           -------------                -----------
Revenues
    Sales of oil and gas                                   $ 1,251,120                  $   521,495
    Other income                                                 4,098                        3,723
                                                           -----------                  -----------
           Total Revenues                                    1,255,218                      525,218

Costs and Expenses
    Production costs                                           277,416                      128,866
    Production taxes                                           150,580                       61,835
    Exploration expenses                                        44,239                       41,262
    Write offs and abandonments                                  5,242                         --
    General and administrative                                 332,931                      271,563
    Depreciation and depletion                                 501,268                      223,124
                                                           -----------                  -----------
           Total Costs and Expenses                          1,311,676                      726,650
                                                           -----------                  -----------

Loss From Operations                                           (56,458)                    (201,432)

Other Income (Expense)
    Interest income                                                 58                          106
    Interest expense                                           (51,388)                     (25,671)
                                                           -----------                  -----------

                                                               (51,330)                     (25,565)
                                                           -----------                  -----------

Loss Before Income Taxes                                      (107,788)                    (226,997)

Income Tax Credit                                                 --                         26,407
                                                           -----------                  -----------

Net Loss                                                   $  (107,788)                 $  (200,590)
                                                           ===========                  ===========

Net Loss Per Common Share                                  $     (0.02)                 $     (0.04)
                                                           ===========                  ===========

Average Shares Outstanding                                   6,506,461                    5,285,038
                                                           ===========                  ===========



                              See accompanying notes to financial statements.

<PAGE>


                                                                                                     III.

                                         DOUBLE EAGLE PETROLEUM CO.
                                         STATEMENTS OF CASH FLOWS
                           For the Four Months Ended December 31, 2002 and 2001
                                               (Unaudited)

                                                                          2002                   2001
                                                                      -----------            -----------
Cash Flows from Operating Activities:
    Net loss                                                          $  (107,788)           $  (200,591)
    Charges to income not requiring cash:
        Depreciation and depletion                                        501,268                223,124
        Abandoned properties                                                5,242                   --
        Deferred income tax credit                                           --                  (26,407)
    Decrease (increase) in operating assets:
        Accounts receivable                                              (355,341)               (33,593)
        Prepaid expenses                                                  (16,642)                 3,740
    Increase (decrease) in operating liabilities:
        Accounts payable and accrued expenses                             313,208               (596,543)
        Accrued production taxes                                          (39,101)               (17,028)
                                                                      -----------            -----------
           Net cash provided by (used in) operating activities            300,846               (647,298)
                                                                      -----------            -----------

Cash Flows from Investing Activities:
    Acquisition and development of producing properties                (2,197,139)            (1,118,722)
    Acquisition of corporate and non producing properties                 (83,005)                (7,570)
                                                                      -----------            -----------
           Net cash (used in) investing activities                     (2,280,144)            (1,126,292)
                                                                      -----------            -----------

Cash Flows from Financing Activities:
    Issuance of common stock                                               22,704              3,547,028
    Net borrowings (repayments) under
       line of credit arrangements                                      2,000,000             (1,000,000)
                                                                      -----------            -----------
           Net cash provided by financing activities                    2,022,704              2,547,028
                                                                      -----------            -----------


Increase in Cash and Cash Equivalents                                      43,406                773,438

Cash and Cash Equivalents
    Beginning of period                                                    89,342                 81,562
                                                                      -----------            -----------

    End of period                                                     $   132,748            $   855,000
                                                                      ===========            ===========

Supplemental Disclosures of Cash and Non-Cash Transactions

    Cash paid during the period for interest                          $    51,856            $    27,004
                                                                      ===========            ===========



                                See accompanying notes to financial statements.
</TABLE>

<PAGE>


                                                                             IV.

                           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 August 31, 2002 included in the Company's
     Form 10-KSB.

2.   Management's Representation

     In management's opinion, all adjustments necessary for a fair presentation
     are reflected in the interim financial statements. Such adjustments are of
     a normal recurring nature.

3.   Interim Results of Operations

     The results of operations for the period ended December 31, 2002 are not
     necessarily indicative of the operating results for the full year.

4.   Change in fiscal year.

     Effective January 1, 2003, the Company changed its fiscal year to end
     December 31.

<PAGE>

                                                                              V.


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

Results Of  Operations
----------  ----------

Four month period ended December 31, 2002 as compared with the four month
period ended December 31, 2001
--------------------------------------------------------------------------------

Continued successful development drilling at the Mesa and Cow Creek Units
resulted in an increase in the Company's production to 576,000 mcfe in the
current period from 262,000 mcfe in the corresponding period of one year ago.
The increase in production at the Mesa Unit represented 79% of the increase. The
increases at the Cow Creek Unit represented another 21% of the net increase. The
Company also saw a rise in pricing to $2.17 per mcfe during the current period
as compared to $1.99 per mcfe for the corresponding period of one year ago. The
increase in production and pricing resulted in an increase in sales from
$521,000 to $1,251,000. The increases also resulted in increases in production
costs, production taxes, and depreciation and depletion expenses. Overall the
Company experienced a pre-income tax loss of $108,000 as compared to a
pre-income tax loss of $227,000 for the corresponding period of one year ago.
Net cash provided by operating activities was $301,000 during the current period
as compared to net cash used in operating activities of ($647,000) in the period
of one year ago. The difference is primarily attributable to payment of a larger
amount of accounts payable and accrued expenses, together with a larger net
loss, in the four months ended December 31, 2002, which were partially offset by
increased depreciation and depletion, and an increase in accounts receivable.

Financial Condition
-------------------

During the current period, the Company expended $2,197,000 towards the
development of its oil and gas properties, primarily four development wells in
the Cow Creek field. The Company utilized an additional $2,000,000 of its
operating line of credit, along with $301,000 generated from operating
activities, to fund the property developments. Overall, primarily as a result of
November and December production revenue from the newly drilled wells at Cow
Creek and in the Mesa Unit, the Company increased its working capital position
by $141,000. Subsequent to December 31, 2002, the Company's line of credit limit
was increased to $5,250,000, with a new maturity date of January 3, 2005. The
interest rate on the line of credit is currently 4.25%.

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

<PAGE>
                                                                             VI.


                            DOUBLE EAGLE PETROLEUM CO
                 ITEM 2. MANAGEMENT'S DISUSSION AND ANALYSIS OF
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS AND
             CRITICAL ACCOUNTING POLICIES AND ESTIMATES (continued)


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 there-from 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.


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.


<PAGE>
                                                                            VII.

                           DOUBLE EAGLE PETROLEUM CO.
                         ITEM 3. CONTROLS AND PROCEDURES


Controls and Procedures
-----------------------


     (a) Evaluation of disclosure controls and procedures

     Based on an evaluation carried out under the supervision and with the
participation of the management of the Company, including the Chief Executive
Officer and the Principal Financial Officer, during the 90 day period prior to
the filing of this report, the Company's Chief Executive Officer and Principal
Financial Officer believe the Company's disclosure controls and procedures, as
defined in Securities Exchange Act Rules 13a-14 and 15d-14, are, to the best of
their knowledge, effective.

     (b) Changes in internal controls

     Subsequent to the date of this evaluation, the Chief Executive Officer and
Principal Financial Officer are not aware of any significant changes in the
Company's 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 the Company, in reports that it files or submits 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.


<PAGE>

                                                                           VIII.

                           PART II. OTHER INFORMATION


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the Company's annual stockholders' meeting on January 27, 2003, as adjourned
until February 3, 2003, the following proposals were approved by the votes
indicated:

(1) For election of the following nominees as all the directors of the Company:

Name                       Shares Voted For                   Votes Withheld
----                       ----------------                   --------------

Stephen H. Hollis              3,351,454                          6,054
Ken M. Daraie                  3,351,634                          5,874
Thomas A. Prendergast          3,351,634                          5,874
Beth McBride                   3,351,594                          5,914
Roy G. Cohee                   3,351,494                          6,014

(2) Proposal to approve the Company's 2003 Stock Option and Compensation Plan:

Shares voting for              3,127,131
Shares voting against            189,543
Shares abstaining                 23,370

(3) Proposal to ratify the selection of Lovelett, Skogen & Associates, P.C.

Shares voting for              3,331,126
Shares voting against              3,012
Shares abstaining                 23,370


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      EXHIBITS

Exhibit No.
-----------

99.1 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.

No reports on Forms 8-K were filed during the period covered by this report.


<PAGE>



                                                                             IX.



                                   SIGNATURES





Pursuant to 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)


                                                            /s/ David C. Milholm
                                                            --------------------
                                                                David C. Milholm
                                                   Vice President of Finance and
                                                         Chief Financial Officer
                                                   (Principal Financial Officer)

Date:  May 15, 2003

<PAGE>
                                 CERTIFICATIONS

     I, Stephen H. Hollis, certify that:

     1.   I have reviewed this quarterly report on Form 10-QSB/A1 of Double
          Eagle Petroleum Company;

     2.   Based on my knowledge, this quarterly report does not contain any
          untrue statement of a material fact or omit to state a material fact
          necessary to make the statements made, in light of the circumstances
          under which such statements were made, not misleading with respect to
          the period covered by this quarterly report;

     3.   Based on my knowledge, the financial statements, and other financial
          information included in this quarterly report, fairly present in all
          material respects the financial condition, results of operations and
          cash flows of the registrant as of, and for, the periods presented in
          this quarterly report;

     4.   The registrant's other certifying officers and I are responsible for
          establishing and maintaining disclosure controls and procedures (as
          defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
          and have:

          a)   designed such disclosure controls and procedures to ensure that
               material information relating to the registrant, including its
               consolidated subsidiaries, is made known to us by others within
               those entities, particularly during the period in which this
               quarterly report is being prepared;

          b)   evaluated the effectiveness of the registrant's disclosure
               controls and procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

          c)   presented in this quarterly report our conclusions about the
               effectiveness of the disclosure controls and procedures based on
               our evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent evaluation, to the registrant's auditors and the
          audit committee of registrant's board of directors (or persons
          performing the equivalent functions):

          a)   all significant deficiencies in the design or operation of
               internal controls which could adversely affect the registrant's
               ability to record, process, summarize and report financial data
               and have identified for the registrant's auditors any material
               weaknesses in internal controls; and

          b)   any fraud, whether or not material, that involves management or
               other employees who have a significant role in the registrant's
               internal controls; and

     6.   The registrant's other certifying officers and I have indicated in
          this quarterly report whether there were significant changes in
          internal controls or in other factors that could significantly affect
          internal controls subsequent to the date of our most recent
          evaluation, including any corrective actions with regard to
          significant deficiencies and material weaknesses.


Date:  May 15, 2003                                  /s/ Stephen H. Hollis
                                                     ---------------------
                                                         Stephen H. Hollis
                                                         Chief Executive Officer
<PAGE>




     I, David C. Milholm, certify that:

     1.   I have reviewed this quarterly report on Form 10-QSB/A1 of Double
          Eagle Petroleum Company;

     2.   Based on my knowledge, this quarterly report does not contain any
          untrue statement of a material fact or omit to state a material fact
          necessary to make the statements made, in light of the circumstances
          under which such statements were made, not misleading with respect to
          the period covered by this quarterly report;

     3.   Based on my knowledge, the financial statements, and other financial
          information included in this quarterly report, fairly present in all
          material respects the financial condition, results of operations and
          cash flows of the registrant as of, and for, the periods presented in
          this quarterly report;

     4.   The registrant's other certifying officers and I are responsible for
          establishing and maintaining disclosure controls and procedures (as
          defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant
          and have:

          a)   designed such disclosure controls and procedures to ensure that
               material information relating to the registrant, including its
               consolidated subsidiaries, is made known to us by others within
               those entities, particularly during the period in which this
               quarterly report is being prepared;

          b)   evaluated the effectiveness of the registrant's disclosure
               controls and procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

          c)   presented in this quarterly report our conclusions about the
               effectiveness of the disclosure controls and procedures based on
               our evaluation as of the Evaluation Date;

     5.   The registrant's other certifying officers and I have disclosed, based
          on our most recent evaluation, to the registrant's auditors and the
          audit committee of registrant's board of directors (or persons
          performing the equivalent functions):

          a)   all significant deficiencies in the design or operation of
               internal controls which could adversely affect the registrant's
               ability to record, process, summarize and report financial data
               and have identified for the registrant's auditors any material
               weaknesses in internal controls; and

          b)   any fraud, whether or not material, that involves management or
               other employees who have a significant role in the registrant's
               internal controls; and

     6.   The registrant's other certifying officers and I have indicated in
          this quarterly report whether there were significant changes in
          internal controls or in other factors that could significantly affect
          internal controls subsequent to the date of our most recent
          evaluation, including any corrective actions with regard to
          significant deficiencies and material weaknesses.


Date:  May 15, 2003                              /s/ David C. Milholm
                                                 --------------------
                                                     David C. Milholm
                                                     Principal Financial Officer