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
September 30, 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, 8,489,404 shares having a par value of $.10 per share were,
outstanding as of November 8, 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                                              3

        Balance Sheets as of September 30, 2004 (Unaudited), December 31,
             2003                                                              4
        Statements of Operations for the three months and nine months
             Ended September 30, 2004 (Unaudited) and 2003 (Unaudited)         5
        Statements of Cash Flows for the nine months
             Ended September 30, 2004 (Unaudited) and 2003 (Unaudited)         6

        Notes to Financial Statements                                          7

     Item 2. Management's Discussion and Analysis of Financial
              Condition and Results of Operations                              9


     Item 3.  Controls and Procedures                                         14

PART II. OTHER INFORMATION

     Item 6. Exhibits and Report on Form 8-K                                  16

     Signatures                                                               17

     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


ITEM 1.  FINANCIAL STATEMENTS

                                       3

<PAGE>
<TABLE>
<CAPTION>


                                  DOUBLE EAGLE PETROLEUM CO.
                                        BALANCE SHEETS


                                                                 September 30,   December 31,
                                                                     2004            2003
                                                                 ------------    ------------
                                                                  (Unaudited)
                                            ASSETS
<S>                                                              <C>             <C>
Current Assets
    Cash and cash equivalents                                    $  3,635,468    $  2,920,846
    Accounts receivable                                             1,674,991       1,049,643
    Prepaid expenses                                                  202,745          50,730
                                                                 ------------    ------------
           Total Current Assets                                     5,513,204       4,021,219
                                                                 ------------    ------------

Properties and Equipment
    Developed properties, successful efforts method                28,037,613      24,376,469
    Undeveloped properties                                          2,959,132       3,017,954
    Corporate and other                                               464,962         441,773
                                                                 ------------    ------------
                                                                   31,461,707      27,836,196
      Less accumulated depreciation, depletion
       and impairment                                             (10,323,650)     (8,533,685)
                                                                 ------------     ------------
           Net Properties and Equipment                            21,138,057      19,302,511
                                                                 ------------    ------------

Other Assets                                                           41,125         631,187
                                                                 ------------    ------------

           TOTAL ASSETS                                          $ 26,692,386    $ 23,954,917
                                                                 ============    ============

                                        LIABILITIES
Current Liabilities
    Accounts payable                                             $  1,136,854    $  3,256,375
    Accrued expenses                                                  710,187         139,502
    Accrued production taxes                                          784,693         344,234
                                                                 ------------    ------------
           Total Current Liabilities                                2,631,734       3,740,111
                                                                 ------------    ------------

Deferred Tax Liability                                                175,000            --
Asset Retirement Obligation                                           350,853         358,500
                                                                 ------------    ------------
           Total Long-Term Liabilities                                525,853         358,500


              Total Liabilities                                     3,157,587       4,098,611
                                                                 ------------    ------------

                         STOCKHOLDERS' EQUITY

Common stock, $.10 par value; 10,000,000 shares authorized;
Issued and outstanding 8,489,404 shares as of September 30,
2004, 8,334,404 shares as of December 31, 2003                        849,240         833,440
Capital in excess of par value                                     20,943,592      20,197,390
Retained Earnings (Accumulated deficit)                             1,741,967      (1,174,524)
                                                                 ------------    ------------
           Total Stockholders' Equity                              23,534,799      19,856,306
                                                                 ------------    ------------

           TOTAL LIABILITIES AND
             STOCKHOLDERS'  EQUITY                               $ 26,692,386    $ 23,954,917
                                                                 ============    ============


                        See accompanying notes to financial statements.

                                               4
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                    DOUBLE EAGLE PETROLEUM CO.
                                     STATEMENTS OF OPERATIONS
                                            (Unaudited)



                                                        For the                  For the
                                                   three months ended       nine months ended
                                                  Sept 30,    Sept 30,     Sept 30,     Sept 30,
                                                   2004         2003         2004         2003
                                                ----------   ----------   ----------   ----------
<S>                                             <C>          <C>          <C>          <C>
    Sales of oil and gas                        $3,008,946   $1,865,189   $8,003,714   $4,173,322
    Sales of carried working interest gas          250,268         --        824,268         --
    Sales of non-producing leases                   45,851         --         45,851       35,072
    Other income                                    13,443          625       51,869        8,031
                                                ----------   ----------   ----------   ----------
           Total                                 3,318,508    1,865,814    8,925,702    4,216,425

Costs and Expenses
    Production costs                               588,611      255,050    1,275,457      683,007
    Production taxes                               392,726      240,427    1,010,513      522,160
    Exploration expenses                            40,871       65,543      139,613      171,858
    Write-offs and abandonments                    100,586        8,279      131,380       12,099
    Cost of leases sold                               --           --           --         10,776
    General and administrative                     388,250      333,041    1,088,471      807,757
    Depreciation and depletion                     787,753      574,817    2,045,916    1,176,808
    Impairments of producing properties             83,859         --        155,321         --
                                                ----------   ----------   ----------   ----------
           Total                                 2,382,656    1,477,157    5,846,671    3,384,465
                                                ----------   ----------   ----------   ----------

Income (Loss) From Operations                      935,852      388,657    3,079,031      831,960
Other Income (Expense)
    Interest income                                  5,539         --         12,963         --
    Interest expense                                   (30)     (56,035)        (503)    (157,088)
                                                ----------   ----------   ----------   ----------
                Total                                5,509      (56,035)      12,460     (157,088)
                                                ----------   ----------   ----------   ----------

Pretax Income                                      941,361      332,622    3,091,491      674,872
Provision for deferred taxes                      (175,000)        --       (175,000)        --
                                                ----------   ----------   ----------   ----------
Income Before Cumulative Effect of Change in
Accounting Principle                               766,361      332,622    2,916,491      674,872
Cumulative Effect of Change
 in Accounting Principle                              --         10,500         --         10,500
                                                ----------   ----------   ----------   ----------

Net Income                                      $  766,361   $  343,122   $2,916,491   $  685,372
                                                ==========   ==========   ==========   ==========
Income Per Share Before  Cumulative Effect of
Change in Accounting Principle                  $     0.09   $     0.05   $     0.34   $     0.10
                                                ==========   ==========   ==========   ==========
Cumulative Effect of Change in Accounting
Principle                                             --           --           --           --
                                                ==========   ==========   ==========   ==========
Net Income Per Share - Basic and Diluted        $     0.09   $     0.05   $     0.34   $     0.10
                                                ==========   ==========   ==========   ==========

Average  Shares Outstanding - Basic              8,482,741    6,790,719    8,463,765    6,721,192
Average Shares Outstanding - Diluted             8,599,795    7,007,026    8,596,506    6,900,548



                                See accompanying notes to financial statement.

                                                5
</TABLE>

<PAGE>
<TABLE>
<CAPTION>



                                DOUBLE EAGLE PETROLEUM CO.
                                 STATEMENTS OF CASH FLOWS
                   For the Nine Months Ended September 30, 2004 and 2003
                                        (Unaudited)



                                                                 2004           2003
                                                              -----------    -----------
<S>                                                           <C>            <C>
Cash Flows from Operating Activities:
    Net income (loss)                                         $ 2,916,491    $   685,372
    Charges to net income (loss) not requiring cash:
        Depreciation, depletion and impairments                 2,201,237      1,176,808
        Deferred income taxes                                     175,000           --
        Abandoned properties                                      131,380         12,099
          Gain on sale of oil & gas properties                    (45,851)       (24,296)
         Directors fees paid in stock                              54,240         24,600
         Accretion of asset retirement obligation liability        14,550           --
    Decrease (increase) in operating assets:
        Accounts receivable                                      (625,348)         9,747
        Prepaid expenses                                         (152,015)       (15,882)
    Increase (decrease) in operating liabilities:
        Accounts payable and accrued expenses                   1,011,226        260,373
        Accrued production taxes                                  440,459        192,560
                                                              -----------    -----------
           Net cash provided by operating activities            6,121,369      2,321,381
                                                              -----------    -----------

Cash Flows from Investing Activities:
    Proceeds from sales of properties                             173,543         35,072
    Other assets                                                   10,000           --
    Acquisitions and development of producing properties       (6,180,108)    (3,774,428)
    Acquisitions of corporate and non producing properties        (95,747)    (2,094,543)
                                                              -----------    -----------
           Net cash (used in) investing activities             (6,092,312)    (5,833,899)
                                                              -----------    -----------

Cash Flows from Financing Activities:
    Exercise of options warrants                                  707,762        923,484
    Net borrowings and other liabilities                             --        3,006,000
     Other                                                        (22,197)          --
                                                              -----------    -----------
           Net cash provided by financing activities              685,565      3,929,484
                                                              -----------    -----------

Increase in Cash and Cash Equivalents                             714,622        416,966

Cash and Cash Equivalents
    Beginning of period                                         2,920,846        132,748
                                                              -----------    -----------
    End of period                                             $ 3,635,468    $   549,714
                                                              ===========    ===========

Supplemental Disclosures of Cash and Non-Cash Transactions

    Cash paid during the period for interest                  $       503    $   100,907
                                                              ===========    ===========

    Directors fees paid in stock                              $    54,240    $    24,600
                                                              ===========    ===========

    Repurchase and issuance of common stock                   $      --      $   245,000
                                                              ===========    ===========


                      See accompanying notes to financial statements.

                                             6
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                           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
     Form 10-KSB.

     Computation of Net Income Per Share

     Basic net income per share is computed by dividing net income attributable
     to the common stockholders by the weighted average number of common shares
     outstanding during the reporting period. The shares of restricted common
     stock granted to certain officers, directors and employees of the Company
     are included in the computation only after the shares become fully vested.
     Diluted net income per common share includes the potential dilution that
     could occur upon exercise of the options to acquire common stock computed
     using the treasury stock method which assumes that the increase in the
     number of shares is reduced by the number of shares which could have been
     repurchased by the Company with the proceeds from the exercise of the
     options (which were assumed to have been made at the average market price
     of the common shares during the reporting period).

     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:
                                                           For the three months ended         For the nine months ended
                                                           Sept 30,          Sept 30,         Sept 30,          Sept 30,
                                                             2004              2003             2004              2003
                                                         -------------     ------------     ------------     -------------
<S>                                                      <C>               <C>              <C>              <C>
Net income as reported                                   $     766,361     $    343,122     $  2,916,491     $     685,372
     Add: stock-based compensation
           Included in reported net income                      6,400              --             19,200              --
     Deduct: stock-based compensation
           Cost under SFAS 123                                (65,200)         (116,254)        (161,300)         (116,254)
                                                         -------------     ------------     ------------     -------------
              Pro forma net income                       $    707,561           226,868     $  2,774,391           569,118
Pro forma basic and diluted net income per share:


Reported  net  income  per  common  share  basic and              .09              .05              .34               .10
diluted
Pro forma net  income  per  common  share  basic and              .08              .03              .33               .08
diluted

                                                              7
</TABLE>

<PAGE>


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 nine months ended September 30,
2004 and 2003.

                                                    September 30,  September 30,
                                                         2004          2003
                                                    -------------  -------------

              Volatility                                 51%            55%
              Expected life of options (in years)          5              3
              Dividend Yield                            0.00           0.00
              Risk free interest rate                   3.9%           2.6%

Income Taxes

As of September 30, 2004, the Company has a deferred tax liability of
approximately $175,000. Prior to the quarter ended September 30, 2004, the
Company had a deferred tax asset which was fully provided for by a valuation
allowance. Due to the continued profitability of the Company, this deferred tax
asset has been fully offset by a net deferred tax liability. The following is a
reconciliation of the Company's income tax expense for the nine month period
ended September 30, 2004.

     Reversal of deferred tax asset valuation allowance         $  (815,000)
     Deferred tax expense                                       $   990,000
                                                                -----------
     Net income tax expense                                     $   175,000
                                                                ===========

The Company's deferred tax liability results primarily from timing differences
in the recording of oil and gas development and exploration costs which are
capitalized for financial reporting but expensed for income tax reporting. The
deferred tax asset results largely from income tax loss carry forwards.

The calculation of taxes, including the Company's deferred tax asset, is a
significant estimate which requires judgment. It is possible that the Company's
estimates may change before year end. As the Company's deferred tax asset has
been fully offset as of September 30, 2004, the Company expects to record
additional deferred tax expense on its fourth quarter pre tax income at its net
effective income tax rate of approximately 32%. The deferred tax expense is a
noncurrent liability and the Company does not expect to incur a cash obligation
in 2005 pertaining to its 2004 operations.

Recent Accounting Pronouncements

During March 2004, the Emerging Issues Task Force ("EITF") determined that
mineral rights as defined in EITF Issue No. 04-2, "Whether Mineral Rights are
Tangible or Intangible Assets," are tangible assets and should not be considered
intangible assets in Statement of Financial Accounting Standards No. 141
"Business Combinations" (SFAS 141) and Statement of Financial Accounting
Standards No. 142, "Goodwill and Intangible Assets" (SFAS 142). The Financial
Accounting Standards Board (FASB), in agreement with this determination, amended
SFAS Nos. 141 and 142 through the issuance of FASB staff Position ("FSP) FSP
Nos. 141-1 and 142-1. In addition, the proposed FSP 142-b confirms that FAS 142
did not change the balance sheet classification or disclosures of mineral rights
of oil and gas producing entities. The Company has historically classified its
oil and gas leaseholds as tangible oil and gas properties and therefore which is
consistent with, EITF 04-02, FSP Nos. 141-1 and 142-1 and therefore which is
consistent with, EITF 04-02, FSP Nos. 141-1 and 142-1 and therefore such
pronouncements have not impacted the Company's financial condition or results of
operations.

2.   Subsequent Events

Effective November 1, 2004 the Company relocated its Denver office and vacated
its prior office suite in Littleton, Colorado. The Company has 19 months
remaining on its lease and has a future lease obligation of approximately
$45,000. The Company is attempting to sublease the space but it is possible that
the Company will recognize additional expense for this obligation in the fourth
quarter of 2004.

                                       8

<PAGE>


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

Overview
--------

Double Eagle Petroleum Co. ("Double Eagle" or the "Company") is an independent
energy company engaged in the exploration, development, and production of
natural gas and crude oil in the Rocky Mountain Basins of Western United States.
The Company's principal properties are located in Southwestern Wyoming. We have
conventional deep gas reserves and production from the Pinedale Anticline and
coal bed methane reserves and production in the Eastern Washakie Basin.

The Company seeks to increase its reserves, production, revenues, and cash flow
by focusing on: (i) new coal bed methane development and enhancement of our
field facilities in the Eastern Washakie Basin, (ii) continued participation in
the development of the Mesa Field on the Pinedale Anticline, (iii) selective
pursuit of high potential exploration projects, and (iv) selected acquisition
opportunities in areas where we have accumulated detailed geological knowledge
and developed significant management expertise.

The Company's significant operating and financial highlights for the nine months
ended September 30, 2004 are as follows:

     -    Year to date production increased 84% in 2004, from 1.0 bcfe during
          the first nine months of 2003 to 1.8 bcfe during the same period in
          2004. The Cow Creek field coal bed methane production accounted for
          83% of the increase.

     -    Revenues increased 112% from $4.2 million during the first three
          quarters of 2003 to $8.9 million in 2004. Production increases
          accounted for 77% of the increase in revenue in 2004 and increased
          prices accounted for 23% of the increase.

     -    Net income increased 326% from $0.69 million for the nine months ended
          September 30, 2003 to $2.92 million in 2004. Net cash provided by
          operating activities increased 164%, from $2.32 million in the first
          three quarters of 2003 to $6.12 million in 2004.

     -    The Company incurred $4.28 million in development costs during the
          first three quarters of 2004. The development spending related
          primarily to our coal bed methane locations in the Eastern Washakie
          Basin for $3.24 million and to our participation in the development
          drilling of the Pinedale Anticline for $0.80 million.


Factors Affecting Financial Condition and Liquidity
---------------------------------------------------

Liquidity and Capital Resources

During the first three quarters of 2004, we improved our liquidity by increasing
our working capital by 925%, from $281,000 at December 31, 2003 to $2,881,000 at
September 30, 2004. During this period we reduced our current liabilities by 30%
or $1,108,000 primarily using cash reserves and cash flow from operations. At
September 30, 2004, our current ratio of current assets to current liabilities
was 2.1 compared to a current ratio of 1.1 at December 31, 2003. The Company has
no long term debt at September 30, 2004. We anticipate we will maintain adequate

                                       9

<PAGE>


resources to continue our strategic plan to develop our major natural gas
projects in the Eastern Washakie Basin and the Pinedale Anticline primarily
through our strengthened liquidity, future operating cash flow and the
availability of a bank line of credit. (See below)

Net cash flow provided by operating activities for the first nine months of 2004
was $6,121,000, which represents a 164% increase over the $2,321,000 net cash
flow provided by operating activities for the same period one year ago. The cash
flow increase in 2004 is attributed primarily to increases in net income,
depletion expense, deferred taxes and working capital. During the first nine
months of 2004, the Company expended $ 4.28 million on development projects and
funded $2.56 million of property additions from the fourth quarter of 2003 which
were included in accounts payable at December 31, 2003. The new development
spending and the reduction in year end payables attributed to capital spending
in the fourth quarter of 2003 were provided by cash flow from operations and
existing cash reserves.

During the third quarter we spent $2.14 million to stimulate production and
expand our field compression facilities at Cow Creek, participated in the
continued drilling of new development wells in the Pinedale Anticline by
Questar/Wexpro and participated in the first new coal bed methane wells drilled
by Anadarko at Doty Mountain, which is six miles northeast of our current
production at Cow Creek. We anticipate the additional compression and well
servicing will account for production increases in the fourth quarter at Cow
Creek. Similarly, the new development drilling in the Pinedale Anticline will
increase production to the Company during the last quarter of the year per the
operator's assessment. Production at Doty Mountain is scheduled to begin in
December.

Capital Requirements

Our capital expenditures for the fourth quarter of 2004 are expected to
aggregate between $3 and $5 million. The projected spending will continue to
focus around three projects: more development drilling in the Mesa Unit on the
Pinedale Anticline, and further development in the Eastern Washakie Basin, both
at Doty Mountain and Cow Creek. In the Mesa B Participating Area of the Mesa
Field, the Company participated in the drilling of 6 new development wells
during the third quarter of 2004. The Company's working interest in each of
these wells is approximately 9%. The Company has committed an additional $1
million for this project in the fourth quarter of 2004. The Doty Mountain area
involves participating (at approximately 25%) in the drilling and completion of
24 new coal bed methane wells and related production facilities. The Company has
committed to $2 million of capital spending on the project in the fourth quarter
of 2004. During the second quarter, three wells were shut in due to pump
failures at Cow Creek. Prior to being shut in, the wells were producing an
aggregate of over 1 million cubic feet of gas per day. The Company has received
a commitment for a rig by early December 2004 to service these wells. After the
wells have been serviced, they are expected to return to previous production
rates. Additionally, the Company has committed to spend approximately $1 million
at Cow Creek on new power generation equipment and intends to drill an
exploratory well to test the Cow Creek and Deep Creek sands at a cost of
approximately $700,000. The well will be used as an injection well in the event
that no commercial gas is found.

Line of Credit

The Company maintains a line of credit with its banking affiliate secured by its
oil and gas properties. Currently the Company has $9 million of availability on
the line which is adjusted annually for changes in reserves and production
pricing. Interest on future borrowings against the line would be assessed at the
Bank's prime rate. The line has been inactive since the last quarter of 2003.

                                       10

<PAGE>
<TABLE>
<CAPTION>


RESULTS OF OPERATIONS

Nine months ended September 30, 2004 as compared with the nine months ended
---------------------------------------------------------------------------
September 30, 2003
------------------

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


                       Nine Months Ended               Nine Months Ended                   Percent            Percent
                       September 30,2004               September 30, 2003                   Volume             Price
                       -----------------               ------------------                   ------             -----

  Product                     Volume        Price             Volume          Price          Change            Change
                              ------        -----             ------          -----          ------            ------
  ----------------    ---------------    ----------    ---------------     ----------     -----------      ------------
  <S>                      <C>           <C>                  <C>          <C>                <C>               <C>
  Gas (mcf) (Mcf)          1,763,207     $    4.74            923,277      $    4.18          +91%              +13%
  Oil (bbls)                  13,413     $   34.79             12,964      $   24.58           +4%              +42%
  Mcfe                     1,843,685     $    4.79          1,001,059      $    4.21          +84.1%            +14%


Oil and gas sales increased 112% in the first nine months of 2004, as compared
with the same period of 2003, to $8,828,000 from $4,173,000. The increase is due
primarily to a 84% increase in gas sales, most of which occurred at Cow Creek,
our coal bed methane development project in the Eastern Washakie Basin in South
Central Wyoming. Total Company average daily production increased to 6,729 mcfe
in the first three quarters of 2004 as compared with average daily production of
3,654 mcfe during the same period in the previous year. Gas prices continue to
remain firm during the third quarter of 2004. Our average gas price realized in
September 2004 was $4.78 per mcf. The increased revenues associated with
increased production also brought about a corresponding increase in total
operating costs and depletion expense. However, the gross margin per mcfe
increased significantly during the first nine months of 2004 as compared with
the first nine months of 2003 as shown below:

             $ Per Mcfe                          2004              2003
             ----------                          ----              ----

             Average Revenue                     4.79              4.21

             Production Costs                     .69               .68
             Production & Ad Valorem              .55               .52
             Depletion                           1.11              1.18
                                                 ----              ----
                  Total Operating Costs          2.35              2.38

                 Gross Margin                    2.44  51%         1.83  43%

                                       11
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


While the Company does not currently hedge its production prices, we have
entered into fixed delivery contracts for approximately 40% of the current daily
production at September 30, 2004. As of October 1, 2004, the Company has the
following sales delivery contracts in effect on its production: (Volume and
Daily Production are expressed in mcf's)

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

        <S>                             <C>               <C>           <C>                      <C>
        Cow Creek                        15,500            500           10/04                $  3.83
        ---------
                                         46,000            500           10/04-12/04          $  4.51
                                        212,000          1,000           10/04-4/05           $  5.31
                                        730,000          1,000           11/04-10/06          $  5.50
                                 ---------------
        Total                         1,003,500

        Mesa                             15,500            500           10/04                $  4.51
        ----                             46,000            500           10/04-12/04          $  4.63
                                        365,000          1,000           11/04-10/05          $  5.80
                                 ---------------
        Total                           426,500

        Company Total                 1,430,000
                                 ===============

The Company's "carried working interest" in the Participating Area C in the Mesa
Unit of the Pinedale Anticline was determined to have paid out in April 2004 by
the operator, Wexpro Company. Since the payout, we have recognized monthly
production from the participating area of approximately 28,000 mcf per month.
The production has not been included in the gross margin analysis above because
the carried working interest has not been associated with any direct expenses to
the Company and the Company has no cost basis in the production and
consequently, recognizes no depletion expense. Under the terms of the
Participating Area agreement, production revenue earned by the Company could be
temporarily interrupted as new drilling costs are incurred. New drilling has
been undertaken by the operator since the Participating Area paid out. However,
the net gas revenues from the unit offset the capital costs as they were
incurred and did not significantly impact the revenue being paid to the Company
for its "carried working interest".

General and administrative expenses increased by 35% to $1,088,000 in the first
nine months of 2004 as compared to $808,000 in the first nine months of 2003.
The increase in costs in 2004 is associated with the incremental costs of a
second office in Denver throughout 2004 (nine months) but only since May in 2003
(five months); as well as increases in salaries, consultants, professional fees,
and shareholder expense. However, general and administrative expense per mcfe
was lower in the first three quarters of 2004 as compared to 2003 by 27%, from
$.81 per mcfe in 2003 to $.59 per mcfe in 2004.

The Company has impaired the value of its interest in a non-producing property,
Cave Gulch, by $155,000 as no progress was made to develop the property by the
operator. The Company had previously impaired its cost in the property by
$142,000 at December 31, 2003. The property has been fully impaired.

During the period ended September 30, 2004, the Company recorded an income tax
expense of $175,000. The income tax expense has been recognized because the
Company has fully offset its net deferred tax asset of $815,000 as of December
31, 2003. This deferred tax estimate is provided by sustained operating profits
which offsets the previously established valuation allowance. Although the


                                       12
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


Company expects to continue to generate losses for tax purposes, the Company's
sustained net operating income has resulted in an accrued tax position as
required under generally accepted accounting principles.. The Company expects
operating net income for the fourth quarter of 2004 and intends to recognize tax
expense on such income at an effective rate of approximately 32%.

The increased gas production, higher gas prices, and the related increased gross
margin per mcfe, generated a 325% increase in net income during first nine
months of 2004 as compared to the same period in 2003. Net income escalated to
$2,916,000 or $.34 per diluted share in the same period of 2004 from $685,000 or
$.10 per diluted share in the nine month period of 2003. In similar fashion, net
cash flow from operating activities, increased by 164% when comparing net cash
flow from operating activities of $6,121,000 in the first nine months of 2004 to
$2,321,000 during the first nine months of 2003.

Quarter ended September 30, 2004 compared with the quarter ended September 30, 2003

                             Three Months Ended                Three Months Ended          Percent            Precent
                              September 30,2004                September 30, 2003           Volume             Price
                              -----------------                ------------------           ------             -----

  Product                     Volume         Price             Volume         Price         Change            Change
                              ------         -----             ------         -----         ------            ------
  ----------------    ---------------    ----------    ---------------     ----------     -----------      ------------

<S>                          <C>         <C>                  <C>          <C>                  <C>               <C>
  Gas (mcf) (Mcf)            652,153     $    4.76            387,391      $     4.51           68.3%            +6%
  Oil (bbls)                   3,883     $   39.93              4,132      $    27.78           (6.0)%          +43%
   Mcfe                      675,451     $    4.83            412,183      $     4.52           63.9%            +7%

Oil and gas sales increased 75% in the third quarter to $3,259,000 in 2004 as
compared with $1,865,000 in the same period of 2003. The increase is attributed
to significantly higher levels of production and stronger gas pricing in 2004
over the same period in 2003, $4.83 per mcfe in 2004 to $4.52 per mcfe in 2003.
Daily production increased by 64% in the second quarter of 2004 as compared with
the second quarter of 2003, 7,341 mcfe per day in 2004 from 4,480 mcfe per day
in 2003. Revenues in the third quarter of 2004 were affected by the pay out of
our "carried working" interest in the Participating Area C of the Mesa Field in
the Pinedale Anticline in western Wyoming which occurred in the second quarter
of 2004. Operating expenses increased significantly during Q3 of 2004 as
compared to Q3 of 2003 primarily associated with higher levels of production, as
well as higher than normal well servicing costs during the period. The increase
in depletion expense between the two periods reflects much higher levels of
production despite reductions in average depletion rates in 2004 as compared to
2003. General and administrative expense increases in the third quarter of 2004
versus the second quarter of 2003 reflect increases in staffing and
compensation, professional fees, and contract services. However, the significant
revenue increases, and operating and administrative efficiencies, resulted in an
overall 123% increase in net income of $766,000 in Q3 of 2004 to $343,000 in Q3
of 2003. The Company recognized a deferred tax expense of $175,000 for the
quarter ended September 30, 2004. The Company expects to realize its previously
fully provided for deferred tax asset which is now fully offset by a deferred
tax liability.

                                       13

</TABLE>

<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.

Oil and Gas Properties

Double Eagle uses the successful efforts method of accounting for oil and gas
producing activities. Under this method, acquisition costs for proved and
unproved properties are capitalized when incurred. Exploration costs, including
geological and geophysical costs, the costs of carrying and retaining unproved
properties and exploratory dry hole drilling costs, are expensed. Development
costs, including the costs to drill and equip development wells, and successful
exploratory drilling costs that locate proved reserves, are capitalized. In
addition, the Company limits the total amount of unamortized capitalized costs
for each property to the value of future net revenues, based on current prices
and costs. Depreciation, depletion and amortization of the capitalized costs for
producing oil and gas properties are computed on the units-of-production method
based on proved oil and gas reserves.

                                       14

<PAGE>


ITEM 3.

CONTROLS AND PROCEDURES

     As of the end of the period covered by this report, the Company conducted
an evaluation under the supervision and with the participation of the principal
executive officer and principal financial officer of the Company's disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d- 15(e) under the
Securities Exchange Act of 1934 (the "Exchange Act"). Based on this evaluation,
the principal executive officer and principal financial officer concluded that
the Company's disclosure controls and procedures are effective.

     To ensure that information required to be disclosed by the Company in
reports that it files or submits under the Exchange Act, is recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms. There was no change in the Company's
internal control over financial reporting during the Company's most recently
completed fiscal quarter that has materially affected, or is reasonably likely
to materially affect the Company's internal control over financial reporting.

                                       15

<PAGE>


                           PART II. OTHER INFORMATION

..

ITEM 6.  EXHIBITS AND REPORT ON FORM 8-K

During the period covered by this report, the following 8-K was filed by the
Company.

Report on Form 8-K concerning an event occurring July 26, 2004.



1(a)       Articles of Incorporation filed with the Maryland Secretary of State
           on January 23, 2001 (incorporated by reference from Exhibit 3.1(a) of
           the Company's Annual Report on Form 10-KSB for the year ended August
           31, 2001).

3.1(b)     Certificate of Correction filed with the Maryland Secretary of State
           on February 15, 2001 concerning the Articles of Incorporation
           (incorporated by reference from Exhibit 3.1(b) of the Company's
           Annual Report on Form 10-KSB for the year ended August 31, 2001).

3.1(c)     Articles of Merger filed with the Maryland Secretary of State on
           February 15, 2001 (incorporated by reference from Exhibit 3.1(c) of
           the Company's Annual Report on Form 10-KSB for the year ended August
           31, 2001).

3.1(d)     Certificate of Correction filed with the Maryland Secretary of State
           (incorporated by reference from Exhibit 3 of the Company's Quarterly
           Report on Form 10-QSB for the quarter ended November 30, 2001).

3.2        Bylaws  (incorporated  by reference  from Exhibit 3.2 of the
           Company's  Annual Report on Form 10-KSB for the year ended August
           31, 2001).

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.

                                       16

<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: November 12, 2004

                                       17