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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2011
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number 1-33571
 DOUBLE EAGLE PETROLEUM CO.
  MARYLAND
    
    83-0214692(State or other jurisdiction of
    
    (I.R.S. employerincorporation or organization)
    
    identification no.)
 1675 Broadway, Suite 2200, Denver, Colorado 80202
 303-794-8445
 None
  þ o
  o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Small reporting Company þDo not check if a small reporting company)
  o þ
  Class
    
    Outstanding as of April 30, 2011Common stock, $.10 par value
    
    11,188,989




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##### 



Page #PART I. Financial Information:Item 1. Financial StatementsConsolidated Balance Sheets as of March 31, 2011 and December 31, 2010 (Unaudited)
    
    
    3Consolidated Statements of Operations for the Quarter Ended March 31, 2011 and 2010 (Unaudited)
    
    
    4Consolidated Statements of Cash Flows for the Quarter Ended March 31, 2011 and 2010 (Unaudited)
    
    
    5Notes to Consolidated Financial Statements (Unaudited)
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    14Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    21Item 4. Controls and Procedures
    
    
    21PART II. Other Information:Item 1. Legal Proceedings
    
    
    21Item 1A. Risk Factors
    
    
    22Item 6. Exhibits
    
    
    22Signatures
    
    
    24Exhibit 31.1Exhibit 31.2Exhibit 32
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ITEM 1.
    
    FINANCIAL STATEMENTS
 DOUBLE EAGLE PETROLEUM CO.
 
 CONSOLIDATED BALANCE SHEETS  (Amounts in thousands of dollars except share and per share data)
  March 31,
    
    
    December 31,2011
    
    
    2010ASSETSCurrent assets:Cash and cash equivalents
    
    $
    3,345
    
    
    $
    2,605Cash held in escrow
    
    
    605
    
    
    
    615Accounts receivable
    
    
    4,819
    
    
    
    5,396Assets from price risk management
    
    
    6,913
    
    
    
    9,622Other current assets
    
    
    3,594
    
    
    
    3,653Total current assets
    
    
    19,276
    
    
    
    21,891Oil and gas properties and equipment, successful efforts method:Developed properties
    
    
    189,376
    
    
    
    188,143Wells in progress
    
    
    4,530
    
    
    
    4,039Gas transportation pipeline
    
    
    5,465
    
    
    
    5,465Undeveloped properties
    
    
    3,011
    
    
    
    3,062Corporate and other assets
    
    
    1,997
    
    
    
    1,982204,379
    
    
    
    202,691Less accumulated depreciation, depletion and amortization
    
    
    (76,899
    )
    
    
    (72,226
    )Net properties and equipment
    
    
    127,480
    
    
    
    130,465Other assets
    
    
    155
    
    
    
    161TOTAL ASSETS
    
    $
    146,911
    
    
    $
    152,517LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    5,481
    
    
    $
    7,295Accrued expenses
    
    
    1,614
    
    
    
    3,535Liabilities from price risk management
    
    
    36
    
    
    
    Accrued production taxes
    
    
    3,218
    
    
    
    2,757Capital lease obligations, current portion
    
    
    410
    
    
    
    545Other current liabilities
    
    
    205
    
    
    
    282Total current liabilities
    
    
    10,964
    
    
    
    14,414Credit facility
    
    
    32,000
    
    
    
    32,000Asset retirement obligation
    
    
    5,875
    
    
    
    5,848Liabilities from price risk management
    
    
    964
    
    
    
    Deferred tax liability
    
    
    9,023
    
    
    
    9,578Total liabilities
    
    
    58,826
    
    
    
    61,840Preferred stock, $0.10 par value; 10,000,000 shares authorized;
1,610,000 shares issued and outstanding as of
March 31, 2010 and December 31, 2009
    
    
    37,972
    
    
    
    37,972Stockholders equity:Common stock, $0.10 par value; 50,000,000 shares authorized;
11,185,757 and 11,175,532 shares issued and outstanding at
March 31, 2011 and 11,165,305 shares issued and 11,155,080 outstanding
at December 31, 2010, respectively
    
    
    1,118
    
    
    
    1,116Additional paid-in capital
    
    
    44,848
    
    
    
    44,583Retained earnings
    
    
    355
    
    
    
    1,438Accumulated other comprehensive income
    
    
    3,792
    
    
    
    5,568Total stockholders equity
    
    
    50,113
    
    
    
    52,705TOTAL LIABILITIES AND STOCKHOLDERS EQUITY
    
    $
    146,911
    
    
    $
    152,517
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DOUBLE EAGLE PETROLEUM CO.
 
 CONSOLIDATED STATEMENTS OF OPERATIONS  (Amounts in thousands of dollars except share and per share data)
  Three months endedMarch 31,2011
    
    
    2010RevenuesOil and gas sales
    
    $
    10,910
    
    
    $
    11,049Transportation revenue
    
    
    1,232
    
    
    
    1,487Price risk management activities
    
    
    (1,139
    )
    
    
    7,822Other income, net
    
    
    95
    
    
    
    77Total revenues
    
    
    11,098
    
    
    
    20,435Costs and expensesProduction costs
    
    
    2,574
    
    
    
    1,943Production taxes
    
    
    1,056
    
    
    
    1,300Exploration expenses including dry hole costs
    
    
    52
    
    
    
    38Impairment and abandonment of equipment and properties
    
    
    73
    
    
    
    Pipeline operating costs
    
    
    981
    
    
    
    1,149General and administrative
    
    
    1,558
    
    
    
    1,534Depreciation, depletion and amortization
    
    
    4,673
    
    
    
    4,540Total costs and expenses
    
    
    10,967
    
    
    
    10,504Income (loss) from operations
    
    
    131
    
    
    
    9,931Interest expense, net
    
    
    (387
    )
    
    
    (365
    )Income (loss) before income taxes
    
    
    (256
    )
    
    
    9,566Benefit (provision) for deferred income taxes
    
    
    104
    
    
    
    (3,457
    )NET INCOME (LOSS)
    
    $
    (152
    )
    
    $
    6,109Preferred stock dividends
    
    
    931
    
    
    
    931Net income (loss) attributable to common stock
    
    $
    (1,083
    )
    
    $
    5,178Net income (loss) per common share:Basic
    
    $
    (0.10
    )
    
    $
    0.47Diluted
    
    $
    (0.10
    )
    
    $
    0.47Weighted average shares outstanding:Basic
    
    
    11,174,487
    
    
    
    11,105,646Diluted
    
    
    11,174,487
    
    
    
    11,105,646
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DOUBLE EAGLE PETROLEUM CO.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS  (Amounts in thousands of dollars)
  Three months ended March 31,2011
    
    
    2010Cash flows from operating activities:Net income (loss)
    
    $
    (152
    )
    
    $
    6,109Adjustments to reconcile net income (loss) to net cash from
operating activities:Depreciation, depletion, amortization and accretion
of asset retirement obligation
    
    
    4,713
    
    
    
    4,560Abandonment of non-producing properties
    
    
    73
    
    
    
    Provision for deferred taxes
    
    
    (104
    )
    
    
    3,457Employee stock option expense
    
    
    220
    
    
    
    227Directors fees paid in stock
    
    
    55
    
    
    
    49Change in fair value of derivative contracts
    
    
    1,482
    
    
    
    (8,045
    )Revenue from carried interest
    
    
    (422
    )
    
    
    (716
    )Gain on sale of producing property
    
    
    (71
    )
    
    
    (72
    )Changes in current assets and liabilities:Decrease (Increase) in deposit held in escrow
    
    
    10
    
    
    
    (1
    )Decrease in accounts receivable
    
    
    577
    
    
    
    236Decrease (Increase) in other current assets
    
    
    68
    
    
    
    (424
    )Increase (Decrease) in accounts payable
    
    
    (1,186
    )
    
    
    1,661Increase in accrued expenses
    
    
    70
    
    
    
    1,948Increase in accrued production taxes
    
    
    461
    
    
    
    703NET CASH PROVIDED BY OPERATING ACTIVITIES
    
    
    5,794
    
    
    
    9,692Cash flows from investing activities:Additions of producing properties and equipment, net
    
    
    (3,943
    )
    
    
    (5,737
    )Additions of corporate and non-producing properties
    
    
    (37
    )
    
    
    (116
    )NET CASH USED IN INVESTING ACTIVITIES
    
    
    (3,980
    )
    
    
    (5,853
    )Cash flows from financing activities:Principal payments on capital lease obligations
    
    
    (135
    )
    
    
    (143
    )Issuance of stock under Company stock plans
    
    
    
    
    
    
    5Tax withholdings related to net share settlement of
restricted stock awards
    
    
    (8
    )
    
    
    (3
    )Dividends on preferred stock
    
    
    (931
    )
    
    
    (931
    )Net repayments on credit facility
    
    
    
    
    
    
    (3,000
    )NET CASH USED IN FINANCING ACTIVITIES
    
    
    (1,074
    )
    
    
    (4,072
    )Change in cash and cash equivalents
    
    
    740
    
    
    
    (233
    )Cash and cash equivalents at beginning of period
    
    
    2,605
    
    
    
    5,682CASH AND CASH EQUIVALENTS AT END OF PERIOD
    
    $
    3,345
    
    
    $
    5,449Supplemental disclosure of cash and non-cash transactions:Cash paid for interest
    
    $
    394
    
    
    $
    448Interest capitalized
    
    $
    35
    
    
    $
    50Additions to developed properties included in current liabilities
    
    $
    2,488
    
    
    $
    3,092Share-based compensation expense
    
    $
    275
    
    
    $
    276`
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DOUBLE EAGLE PETROLEUM CO.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Amounts in thousands of dollars except share and per share data)
 1.
    
    Summary of Significant Accounting Policies
 Basis of presentation
 The accompanying unaudited interim consolidated financial statements were prepared by Double
Eagle Petroleum Co. (Double Eagle or the Company) pursuant to the rules and regulations of
the Securities and Exchange Commission (the SEC). Certain information and note disclosures
normally included in the annual consolidated financial statements prepared in accordance with
accounting principles generally accepted in the United States of America have been condensed or
omitted as allowed by such rules and regulations. These consolidated financial statements
include all of the adjustments, which, in the opinion of management, are necessary for a fair
presentation of the financial position and results of operations. All such adjustments are of a
normal 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.
 Certain amounts in the 2010 consolidated financial statements have been reclassified to conform
to the 2011 consolidated financial statement presentation. Such reclassifications had no effect
on net income.
 The accounting policies followed by the Company are set forth in Note 1 to the Companys
consolidated financial statements in the Annual Report on Form 10-K for the year ended December
31, 2010, and are supplemented throughout the notes to this Quarterly Report on Form 10-Q.
 The interim consolidated financial statements presented herein should be read in conjunction
with the consolidated financial statements and notes thereto for the year ended December 31,
2010 included in the Annual Report on Form 10-K filed with the SEC.
 Principles of consolidation
 The consolidated financial statements include the accounts of the Company and its wholly-owned
subsidiaries, Petrosearch Energy Corporation (Petrosearch) and Eastern Washakie Midstream LLC
(EWM) (collectively, the Company). In August 2009, the Company acquired Petrosearch, which
has operations in Texas and Oklahoma. In 2006, the Company sold transportation assets located
in the Catalina Unit, at cost, to EWM in exchange for an intercompany note receivable bearing
interest of 5% per annum, maturing on January 31, 2028. The note and related interest are fully
eliminated in consolidation. In addition, the Company has an agreement with EWM under which the
Company pays a fee to EWM to gather and compress gas produced at the Catalina Unit. The
Companys fee related to gas gathering is also eliminated in consolidation.
 2.
    
    Earnings per share
 Basic earnings per share of common stock (EPS) is calculated by dividing net income (loss)
attributable to common stock by the weighted average number of shares of common stock
outstanding during the period. Diluted earnings per share incorporates the treasury stock
method, and is calculated by dividing net income (loss) attributable to common stock by the
weighted average number of shares of common stock and potential common stock equivalents
outstanding during the period, if dilutive. Potential common stock equivalents include
incremental shares of common stock issuable upon the exercise of stock options and employee
stock awards. Income attributable to common stock is calculated as net income less dividends
paid on the Series A Preferred Stock. The Company declared and paid cash dividends of $931
($.5781 per share) for each of the quarters ended March 31, 2011 and 2010.
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The following is the calculation of basic and diluted weighted average shares outstanding and
earnings per share of common stock for the periods indicated:
 For the Quarter Ended March 31,2011
    
    
    2010Net income (loss)
    
    $
    (152
    )
    
    $
    6,109Preferred stock dividends
    
    
    931
    
    
    
    931Net income (loss) attributable to common stock
    
    $
    (1,083
    )
    
    $
    5,178Weighted average shares:Weighted average shares  basic
    
    
    11,174,487
    
    
    
    11,105,646Dilution effect of stock options
outstanding at the end of period
    
    
    
    
    
    
    Weighted average shares  diluted
    
    
    11,174,487
    
    
    
    11,105,646Net income (loss) per common share:Basic
    
    $
    (0.10
    )
    
    $
    0.47Diluted
    
    $
    (0.10
    )
    
    $
    0.47
 The following options and unvested restricted shares, which could be potentially dilutive
in future periods, were not included in the computation of diluted net income per share because
the effect would have been anti-dilutive for the periods indicated:
 For the Quarter Ended March 31,2011
    
    
    2010Anti-dilutive shares
    
    
    68,250
    
    
    
    81,116
 3.
    
    Derivative Instruments
 The Companys primary market exposure is to adverse fluctuations in the prices of natural gas.
The Company uses derivative instruments, primarily forward contracts, costless collars and
swaps, to manage the price risk associated with its gas production, and the resulting impact on
cash flow, net income, and earnings per share. The Company does not use derivative instruments
for speculative purposes.
 The extent of the Companys risk management activities is controlled through policies and
procedures that involve senior management and were approved by the Companys Board of Directors.
Senior management is responsible for proposing hedge recommendations, execution of the approved
hedging plan, oversight of the risk management process including methodologies used for
valuation and risk measurement and presenting policy changes to the Board. The Companys Board
of Directors is responsible for approving risk management policies and for establishing the
Companys overall risk tolerance levels. The duration of the various derivative instruments
depends on senior managements view of market conditions, available contract prices and the
Companys operating strategy. Under the Companys credit agreement, the Company can hedge up to
90% of the projected proved developed producing reserves for the next 12 month period, and up to
80% of the projected proved developed producing reserves for the ensuing 24 month period.
 The Company recognizes its derivative instruments as either assets or liabilities at fair value
on its consolidated balance sheets, and accounts for the derivative instruments as either cash
flow hedges or mark to market derivative instruments. On the statements of cash flows, the cash
flows from these instruments are classified as operating activities.
 Derivative instruments expose the Company to counterparty credit risk. The Company enters into
these contracts with third parties and financial institutions that it considers to be
creditworthy. In addition, the Companys master netting agreements reduce credit risk by
permitting the Company to net settle for transactions with the same counterparty.
 As with most derivative instruments, the Companys derivative contracts contain provisions which
may allow for another party to require security from the counterparty to ensure performance
under the contract. The security may be in the form of, but not limited to, a letter of credit,
security interest or a performance bond. As of March 31, 2011, no party to any of the Companys
derivative contracts has required any form of security guarantee.
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Cash flow hedges
 Derivative instruments that are designated and qualify as cash flow hedges are recorded at fair
value on the consolidated balance sheets, and the effective portion of the change in fair value
is reported as a component of accumulated other comprehensive income (AOCI) and is
subsequently reclassified into oil and gas sales on the consolidated statements of operations as
the contracts settle. As of March 31, 2011 the Company expected approximately $6,367 of
unrealized gains before taxes included in its AOCI to be reclassified into oil and gas sales in
one year or less as the contracts settle.
 Mark to market hedging instruments
 Unrealized gains and losses resulting from derivatives not designated as cash flow hedges are
recorded at fair value on the consolidated balance sheets and changes in fair value are
recognized in the price risk management activities line on the consolidated statements of
operations. Realized gains and losses resulting from the contract settlement of derivatives not
designated as cash flow hedges also are recorded in the price risk management activities line on
the consolidated statement of operations.
 The Company had the following commodity volumes under derivative contracts as of March 31, 2011:
 Contract Settlement DateNatural Gas forward purchase contracts:
    
    2011
    
    
    2012
    
    
    2013Volume (MMcf)
    
    
    4,030
    
    
    
    3,660
    
    
    
    4,380
 In April 2011, the Company entered into an additional derivative contract. Refer to Note 14 for
additional detail regarding this contract.
 The table below contains a summary of all the Companys derivative positions reported on the
consolidated balance sheet as of March 31, 2011, presented gross of any master netting
arrangements:
 Derivatives designated as hedginginstruments under ASC 815
    
    Balance Sheet Location
    
    Fair ValueAssetsCommodity derivatives
    
    Assets from price risk management  current
    
    $
    6,367Total
    
    
    
    $
    6,367
 Derivatives not designated ashedging instruments under ASC 815
    
    Balance Sheet Location
    
    Fair ValueAssetsCommodity derivatives
    
    Assets from price risk management  current
    
    $
    546LiabilitiesCommodity derivatives
    
    Liabilities from price risk management  current
    
    $
    (36
    )Liabilities from price risk management  long term
    
    
    (964
    )Total
    
    
    
    $
    (454
    )
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The before-tax effect of derivative instruments in cash flow hedging relationships on the
consolidated statements of income for the three months ended March 31, 2011 and 2010, related to
the Companys commodity derivatives was as follows:
 Derivatives Designated as Cash Flow Hedging Instruments under ASC 815
 Amount of Gain (Loss) Recognizedin OCI 1 on Derivatives for theThree Months Ended March 31,2011
    
    
    2010Commodity contracts
    
    $
    114
    
    
    $
    2,023
 1
    
    Other comprehensive income (OCI).
 Amount of Gain Reclassified fromLocation of Gain Reclassified
    
    AOCI into Income for thefrom AOCI into Income
    
    Three Months Ended March 31,(effective portion)
    
    2011
    
    
    2010Oil and gas sales
    
    $
    2,342
    
    
    $
    
 Three Months Ended March 31,2011
    
    
    2010Location of Gain/Loss Recognized in Income (Ineffective) Portion
and Amount Excluded from Effectiveness Testing
    
    
    N/A
    
    
    
    N/A
 The before-tax effect of derivative instruments not designated as hedging instruments on the
consolidated statements of operations for the three months ended March 31, 2011 and 2010 was as
follows:
 Amount of Loss Recognized in Incomeon Derivatives for theLocation of Gain/Loss Recognized
    
    Three Months Ended March 31,in Income on Derivatives
    
    2011
    
    
    2010Price risk management activities
    
    $
    (1,139
    )
    
    $
    7,822
 Refer to Note 4 for additional information regarding the valuation of the Companys
derivative instruments.
 4.
    
    Fair Value of Financial Instruments
 The Company records certain of its assets and liabilities on the consolidated balance sheets at
fair value. Fair value is defined as the price that would be received to sell an asset or paid
to transfer a liability in an orderly transaction between market participants at the measurement
date (exit price). A three-level valuation hierarchy has been established to allow readers to
understand the transparency of inputs to the valuation of an asset or liability as of the
measurement date. The three levels are defined as follows:
 
    
    Level 1  Quoted prices (unadjusted) for identical assets or liabilities in
active markets.
    
    Level 2  Quoted prices for similar assets or liabilities in active markets;
quoted prices for identical or similar assets or liabilities in markets that are not
active; and model-derived valuations whose inputs or significant value drivers are
observable.
    
    Level 3  Unobservable inputs that reflect the Companys own assumptions.
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The following describes the valuation methodologies the Company uses for its fair value
measurements.
 Cash and cash equivalents
 Cash and cash equivalents include all cash balances and any highly liquid investments with an
original maturity of 90 days or less. The carrying amount approximates fair value because of the
short maturity of these instruments.
 Derivative instruments
 The Company determines its estimate of the fair value of derivative instruments using a market
approach based on several factors, including quoted market prices in active markets, quotes from
third parties, the credit rating of each counterparty, and the Companys own credit rating. The
Company also performs an internal valuation to ensure the reasonableness of third party quotes.
 In consideration of counterparty credit risk, the Company assessed the possibility of whether
each counterparty to the derivative would default by failing to make any contractually required
payments. Additionally, the Company considers that it is of substantial credit quality and has
the financial resources and willingness to meet its potential repayment obligations associated
with the derivative transactions.
 At March 31, 2011, the types of derivative instruments utilized by the Company included costless
collars and swaps. The natural gas derivative markets are highly active. Although the
Companys cash flow and economic hedges are valued using public indices, the instruments
themselves are traded with third party counterparties and are not openly traded on an exchange.
As such, the Company has classified these instruments as Level 2.
 Credit facility
 The recorded value of the Companys credit facility approximates fair value as it bears interest
at a floating rate.
 Asset retirement obligations
 The Company estimates asset retirement obligations pursuant to the provisions of FASB ASC Topic
410, Asset Retirement and Environmental Obligations. The income valuation technique is
utilized by the Company to determine the fair value of the liability at the point of inception
by taking into account (1) the cost of abandoning oil and gas wells, which is based on the
Companys historical experience for similar work, or estimates from independent third parties;
(2) the economic lives of its properties, which is based on estimates from reserve engineers;
(3) the inflation rate; and 4) the credit adjusted risk-free rate, which takes into account the
Companys credit risk and the time value of money. Given the unobservable nature of the inputs,
the initial measurement of the asset retirement obligation liability is deemed to use Level 3
inputs. There were no asset retirement obligations measured at fair value within the
consolidated balance sheet at March 31, 2011.
 The following table provides a summary of the fair values of assets and liabilities measured at
fair value:
 Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalAssetsDerivative instruments 
Commodity forward contracts
    
    $
    
    
    
    $
    6,913
    
    
    $
    
    
    
    $
    6,913Total assets at fair value
    
    $
    
    
    
    $
    6,913
    
    
    $
    
    
    
    $
    6,913LiabilitiesDerivative instruments 
Commodity forward contracts
    
    $
    
    
    
    $
    1,000
    
    
    $
    
    
    
    $
    1,000Total liabilities at fair value
    
    $
    
    
    
    $
    1,000
    
    
    $
    
    
    
    $
    1,000
 The Company did not have any transfers of assets or liabilities between Level 1, Level 2 or
Level 3 of the fair value measurement hierarchy during the three months ended March 31, 2011.
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Concentration of credit risk
 Financial instruments which potentially subject the Company to credit risk consist of accounts
receivable and derivative financial instruments. Substantially all of the Companys receivables
are within the oil and gas industry, including those from the Companys third party marketing
company. Collectability is dependent upon the financial wherewithal of each individual company
as well as the general economic conditions of the industry. The receivables are not
collateralized.
 The Company currently uses three counterparties for its derivative financial instruments. The
Company continually reviews the credit worthiness of its counterparties, which are generally
other energy companies or major financial institutions. In addition, the Company uses master
netting agreements which allow the Company, in the event of default, to elect early termination
of all contracts with the defaulting counterparty. If the Company chooses to elect early
termination, all asset and liability positions with the defaulting counterparty would be net
settled at the time of election. Net settlement refers to a process by which all transactions
between counterparties are resolved into a single amount owed by one party to the other.
 5.
    
    Impairment of Long-Lived Assets
 The Company reviews the carrying values of its long-lived assets annually or whenever events or
changes in circumstances indicate that such carrying values may not be recoverable. If, upon
review, the sum of the undiscounted pretax cash flows is less than the carrying value of the
asset group, the carrying value is written down to estimated fair value. Individual assets are
grouped for impairment purposes at the lowest level for which there are identifiable cash flows
that are largely independent of the cash flows of other groups of assets, generally on a
field-by-field basis. The fair value of impaired assets is determined based on quoted market
prices in active markets, if available, or upon the present values of expected future cash flows
using discount rates commensurate with the risks involved in the asset group. The impairment
analysis performed by the Company may utilize Level 3 inputs. The long-lived assets of the
Company consist primarily of proved oil and gas properties and undeveloped leaseholds. The
Company did not record any proved property impairment expense in the quarters ended March 31,
2011 or 2010. The Company wrote off $73 and $0 related to expired undeveloped leaseholds during
the quarters ended March 31, 2011 and 2010.
 6.
    
    Compensation Plans
 The Company recognized stock-based compensation expense totaling $275 for the quarter ended
March 31, 2011, and $276 for the quarter ended March 31, 2010.
 Compensation expense related to stock options is calculated using the Black Scholes valuation
model. Expected volatilities are based on the historical volatility of Double Eagles common
stock over a period consistent with that of the expected terms of the options. The expected
terms of the options are estimated based on factors such as vesting periods, contractual
expiration dates, historical trends in the Companys common stock price and historical exercise
behavior. The risk-free rates for periods within the contractual life of the options are based
on the yields of U.S. Treasury instruments with terms comparable to the estimated option terms.
 A summary of stock option activity under the Companys various stock option plans as of March
31, 2011 and changes during the three months ended March 31, 2011 is presented below:
 Weighted-AverageWeighted-
    
    
    RemainingAverage
    
    
    Contractual
    
    
    AggregateExercise
    
    
    Term (in
    
    
    IntrinsicOptions:
    
    Shares
    
    
    Price
    
    
    years)
    
    
    ValueOutstanding at January 1, 2011
    
    
    556,339
    
    
    $
    12.94
    
    
    
    4.4Granted
    
    
    26,659
    
    
    $
    5.10Exercised
    
    
    Cancelled/expired
    
    
    (50,000
    )
    
    $
    17.95Outstanding at March 31, 2011
    
    
    532,998
    
    
    $
    12.08
    
    
    
    4.1
    
    
    $
    646Exercisable at March 31, 2011
    
    
    282,063
    
    
    $
    13.69
    
    
    
    3.7
    
    
    $
    206
 The Company measures the fair value of the stock awards based upon the fair market value of
its common stock on the date of grant and recognizes the resulting compensation expense ratably
over the associated service period, which is generally the vesting term of the stock awards. The
Company recognizes the compensation expenses net of a forfeiture rate and recognizes the
compensation expenses for only those shares expected to vest. The Company typically estimates
forfeiture rates based on historical experience, while also considering the duration of the
vesting term of the award.
  11




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##### Table of Contents



Nonvested stock awards as of March 31, 2011 and changes during the three months ended March 31,
2011 were as follows:
 Weighted-AverageGrant DateStock Awards:
    
    Shares
    
    
    Fair ValueOutstanding at January 1, 2011
    
    
    83,304
    
    
    $
    8.40Granted
    
    
    15,279
    
    
    $
    5.73Vested
    
    
    (22,133
    )
    
    $
    4.82Forfeited/returned
    
    
    
    
    
    $
    Nonvested at March 31, 2011
    
    
    76,450
    
    
    $
    8.90
 As part of the acquisition of Petrosearch in 2009, the Company assumed all outstanding warrants
to purchase common stock that had been issued by Petrosearch prior to the merger. At March 31,
2011, the Company had 8,660 warrants with an exercise price of $21.25 that expire December 2011.
The warrants had no intrinsic value at March 31, 2011.
 7.
    
    Income Taxes
 Double Eagle is required to record income tax expense for financial reporting purpose,
however, the Company does not anticipate any payments of current tax liabilities in the near
future due to its net operating loss carryforwards.
 The Company recognizes interest and penalties related to uncertain tax positions in income tax
expense. As of March 31, 2011, the Company made no provision for interest or penalties related
to uncertain tax positions. The Company files income tax returns in the U.S. federal
jurisdiction and various states. There are currently no federal or state income tax
examinations underway for these jurisdictions. Furthermore, the Company is no longer subject to
U.S. federal income tax examinations by the Internal Revenue service for tax years before 2007
and for state and local tax authorities for tax years before 2006.
 8.
    
    Credit Facility
 At March 31, 2011, the Company had a $75 million revolving line of credit in place with $60
million available for borrowing based on several factors, including its current borrowing base
and the commitment levels by participating banks. The Company amended the credit facility
effective March 8, 2011 to increase the borrowing availability on the facility from $55 million
to $60 million.
 The credit facility is collateralized by the Companys oil and gas producing properties. As of
March 31, 2011, the balance outstanding on the credit facility of $32,000 has been used to fund
the past three years of development of the Catalina Unit and other non-operated projects in the
Atlantic Rim, as well as projects in the Pinedale Anticline. Any balance outstanding on the
facility matures on January 31, 2013.
 Borrowings under the revolving line of credit bear interest at a daily rate equal to the greater
of (a) the Federal Funds rate, plus 0.5%, the Prime Rate or the Eurodollar Rate plus 1%, plus
(b) a margin ranging between 1.25% and 2.0% depending on the level of funds borrowed. The
amendment to the facility in March 2011 removed the 4.5% interest rate floor. The interest rate
on the facility at March 31, 2011 was 2.89%. For the quarters ended March 31, 2011 and 2010,
the Company incurred interest expense of $326 and $360, respectively, on the credit facility.
The Company capitalized interest costs of $35 and $50 for the quarters ended March 31, 2011 and
2010, respectively.
 Under the facility, the Company is subject to both financial and non-financial covenants. The
financial covenants include maintaining (i) a current ratio, as defined in the agreement, of 1.0
to 1.0; (ii) a ratio of earnings before interest, taxes, depreciation, depletion, amortization,
exploration and other non-cash items (EBITDAX) to interest plus dividends, of greater than 1.5
to 1.0; and (iii) a funded debt to EBITDAX ratio of less than 3.5 to 1.0. As of March 31, 2011,
the Company was in compliance with all financial covenants. If the covenants are violated, and
the Company is unable to negotiate a waiver or amendment thereof, the lender would have the
right to declare an event of default, terminate the remaining commitment and accelerate all
principal and interest outstanding.
  12




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##### Table of Contents



10.
    
    Series A Cumulative Preferred Stock
 In 2007, the Company completed a public offering of 1,610,000 shares of 9.25% Series A
Cumulative Preferred Stock (Series A Preferred Stock) at a price to the public of $25.00 per
share.
 Holders of the Series A Preferred Stock are entitled to receive, when and as declared by the
Board of Directors, dividends at a rate of 9.25% per annum ($2.3125 per annum per share). The
Series A Preferred Stock does not have any stated maturity date and will not be subject to any
sinking fund or mandatory redemption provisions, except, under some circumstances, upon a change
of ownership or control. Except pursuant to the special redemption upon a change of ownership
or control, the Company may not redeem the Series A Preferred Stock prior to June 30, 2012. On
or after June 30, 2012, the Company may redeem the Series A Preferred Stock for cash at its
option, in whole or from time to time in part, at a redemption price of $25.00 per share, plus
accrued and unpaid dividends (whether or not earned or declared) to
the redemption date. The shares of Series A Preferred Stock are classified outside of permanent equity on the
consolidated balance sheets due to the following redemption provision. Following a change of
ownership or control of the Company by a person or entity, other than by a Qualifying Public
Company, the Company will be required to redeem the Series A Preferred Stock within 90 days
after the date on which the change of ownership or control occurred for cash, at the following
price per share, plus accrued and unpaid dividends.
 Redemption Date on or Before
    
    Redemption PriceJune 30, 2011
    
    $
    25.25June 30, 2012 or thereafter
    
    $
    25.00
 In the event of liquidation, the holders of the Series A Preferred Stock will have the right to
receive $25.00 per share, plus all accrued and unpaid dividends, before any payments are made to
the holders of the Companys common stock.
 11.
    
    Comprehensive Income (Loss)
 The components of comprehensive income (loss) were as follows:
 For the Quarter Ended March 31,2011
    
    
    2010Net income (loss) attributable to common stock
    
    $
    (1,083
    )
    
    $
    5,178Change in derivative instrument fair value,
net of tax benefit of $452 and tax expense of
$771, respectively
    
    
    566
    
    
    
    1,252Reclassification to earnings
    
    
    (2,342
    )
    
    
    Comprehensive income (loss)
    
    $
    (2,859
    )
    
    $
    6,430
 The components of accumulated other comprehensive income were as follows:
 March 31,
    
    
    December 31,2011
    
    
    2010Net change in derivative instrument fair value, net
of tax of $2,575 and $3,027, respectively
    
    $
    3,792
    
    
    $
    5,568Total accumulated other comprehensive income, net
    
    $
    3,792
    
    
    $
    5,568
 12.
    
    Cash Held in Escrow
 The Company has received deposits representing partial prepayments of the expected capital
expenditures from third party working interest owners in the Table Top Unit #1 exploration
project. The unexpended portion of the deposits at March 31, 2011 and December 31, 2010 totaled
$605 and $615, respectively.
  13




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##### Table of Contents



13.
    
    Contingencies
 Legal proceedings
 From time to time, the Company is involved in various legal proceedings, including the matters
discussed below. These proceedings are subject to the uncertainties inherent in any litigation.
The Company is defending itself vigorously in all such matters, and while the ultimate outcome
and impact of any proceeding cannot be predicted with certainty, management believes that the
resolution of any proceeding will not have a material adverse effect on the Companys financial
condition or results of operations.
 On December 18, 2009, Tiberius Capital, LLC (Plaintiff), a stockholder of Petrosearch Energy
Corporation (Petrosearch) prior to the Companys acquisition (the Acquisition) of Petrosearch
pursuant to a merger between Petrosearch and a wholly-owned subsidiary of the Company, filed a
claim in the District Court for the Southern District of New York against Petrosearch, the
Company, and the individuals who were officers and directors of Petrosearch prior to the
Acquisition. In general, the claims against the Company and Petrosearch are that Petrosearch
inappropriately denied dissenters rights of appraisal under the Nevada Revised Statutes to its
stockholders in connection with the Acquisition, that the defendants violated various sections of
the Securities Act of 1933 and the Securities Exchange Act of 1934, and that the defendants
caused other damages to the stockholders of Petrosearch. The plaintiff was seeking monetary
damage. On March 31, 2011, the District Court judge dismissed the case. The plaintiff filed a
notice of appeal on April 29, 2011, which preserves the plaintiffs right to appeal.
 14.
    
    Subsequent Events
 In April 2011, the Company entered into an additional fixed price swap for 5,000 Mcf per day at
$5.10 NYMEX per Mcf. The contract is for the period January 2012 through December 2012.
 The Company has noted no additional events, other than noted above, that require recognition or
disclosure at March 31, 2011.
 
 ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  FORWARD-LOOKING STATEMENTS
  
    
    Changes in or compliance with laws and regulations, particularly those relating to
drilling, derivatives, taxation, safety and protection of the environment;
    
    Our ability to obtain, or a decline in, oil or gas production, or a decline in oil or
gas prices;
    
    Our ability to increase our natural gas and oil reserves;
    
    Our ability to market and find reliable and economic transportation for our gas;
    
    The changing political environment in which we operate;
    
    Our ability and the ability of our partners to continue to develop the Atlantic Rim
project;
  14




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##### Table of Contents




    
    The volumes of production from our oil and gas development properties, which may be
dependent upon issuance by federal and state governments, or agencies thereof, of
drilling, environmental and other permits, and the availability of specialized
contractors, work force, and equipment;
    
    Our future capital requirements and availability of capital resources to fund capital
expenditures;
    
    Our ability to maintain adequate liquidity in connection with low oil and gas prices;
    
    Incorrect estimates of required capital expenditures;
    
    The amount and timing of capital deployment in new investment opportunities;
    
    Increases in the cost of drilling, completion and gas collection or other costs of
production and operations;
    
    Numerous uncertainties inherent in estimating quantities of proved oil and gas reserves
and actual future production rates and associated costs;
    
    Our ability to successfully integrate and profitably operate any future acquisitions;
    
    The actions of third party co-owners of interests in properties in which we also own an
interest;
    
    The credit worthiness of third parties with which we enter into hedging and business
agreements with;
    
    Weather, climate change and other natural phenomena;
    
    General economic conditions, tax rates or policies, interest rates and inflation rates;
    
    The volatility of our stock price;
    
    Industry and market changes, including the impact of consolidations and changes in
competition;
    
    The effect of accounting policies issued periodically by accounting standard-setting
bodies;
    
    Our ability to remedy any deficiencies that may be identified in the review of our
internal controls; and
    
    The outcome of any future litigation or similar disputes and the impact on any such
outcome or related settlements.
   Business Overview and Strategy
     15




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##### Table of Contents



OVERVIEW OF FINANCIAL CONDITION AND LIQUIDITY
 Liquidity and Capital Resources
   March 31,
    
    
    December 31,2011
    
    
    2010(unaudited)Financial Position SummaryCash and cash equivalents
    
    $
    3,345
    
    
    $
    2,605Working capital
    
    $
    8,312
    
    
    $
    7,477Balance outstanding on credit facility
    
    $
    32,000
    
    
    $
    32,000Stockholders equity and preferred stock
    
    $
    88,085
    
    
    $
    90,677RatiosDebt to total capital ratio(1)
    
    
    26.6
    %
    
    
    26.1
    %Total debt to equity ratio
    
    
    63.9
    %
    
    
    60.7
    %
 (1)
    
    Total capital includes the $32,000 outstanding on our credit facility, our preferred
stock and stockholders equity.
  Cash flow activities
  Quarter ended March 31,2011
    
    
    2010(unaudited)Cash provided by (used in):Operating activities
    
    $
    5,794
    
    
    $
    9,692Investing activities
    
    
    (3,980
    )
    
    
    (5,853
    )Financing activities
    
    
    (1,074
    )
    
    
    (4,072
    )Net change in cash
    
    $
    740
    
    
    $
    (233
    )
   16




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##### Table of Contents



Credit Facility
    Capital Requirements
  Contractual Obligations
  Less than
    
    
    1 - 3
    
    
    3 - 5
    
    
    More thanTotal
    
    
    one year
    
    
    Years
    
    
    Years
    
    
    5 YearsCredit facility (a)
    
    $
    32,000
    
    
    $
    
    
    
    $
    32,000
    
    
    $
    
    
    
    $
    Interest on credit facility (b)
    
    
    1,782
    
    
    
    928
    
    
    
    854
    
    
    
    
    
    
    
    Capital leases
    
    
    564
    
    
    
    564
    
    
    
    
    
    
    
    
    
    
    
    Operating leases
    
    
    6,086
    
    
    
    2,382
    
    
    
    3,514
    
    
    
    190
    
    
    
    Total contractual cash
commitments
    
    $
    40,432
    
    
    $
    3,874
    
    
    $
    36,368
    
    
    $
    190
    
    
    $
    
 (a)
    
    The amount listed reflects the balance outstanding as of March 31, 2011. Any balance
outstanding is due on January 31, 2013.(b)
    
    Assumes the interest rate on our credit facility is consistent with that of March 31,
2011.
  17




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##### Table of Contents



Off-Balance Sheet Arrangements
  RESULTS OF OPERATIONS
 Quarter Ended March 31, 2011 Compared to the Quarter Ended March 31, 2010
 Oil and gas sales, production volume and price comparisons
 Quarter Ended March 31,
    
    
    Percent
    
    
    Percent2011
    
    
    2010
    
    
    Volume
    
    
    PriceProduct:
    
    Volume
    
    
    Average Price
    
    
    Volume
    
    
    Average Price
    
    
    Change
    
    
    ChangeGas (Mcf)
    
    
    2,213,673
    
    
    $
    4.83
    
    
    
    2,200,010
    
    
    $
    4.70
    
    
    
    1
    %
    
    
    3
    %Oil (Bbls)
    
    
    6,765
    
    
    $
    82.71
    
    
    
    6,936
    
    
    $
    71.43
    
    
    
    -2
    %
    
    
    16
    %Mcfe
    
    
    2,254,263
    
    
    $
    4.99
    
    
    
    2,241,624
    
    
    $
    4.83
    
    
    
    1
    %
    
    
    3
    %
     
    
    Average daily net production decreased 12% at our Catalina Unit to 13,722 Mcfe per day,
as compared to 15,599 Mcfe per day during the first quarter of 2010. The decrease is
largely the result of what management believes to be the normal production decline for
wells within the field. Historically, production volumes in the Catalina Unit tend to be
lower in the first quarter due to challenging weather and mud conditions, which can cause
delays in routine well maintenance.
 
    
    Average daily net production at the Sun Dog and Doty Mountain Units increased 83% for
the quarter ended March 31, 2011 to 4,884 Mcfe per day from 2,662 Mcfe per day in the
prior-year quarter, largely due to our higher working interest in both units. We purchased
additional working interests in the Sun Dog and Doty Mountain Units during the third
quarter of 2010, which increased our working interest in the Sun Dog Unit to 20.46% from
8.89% prior to the purchase, and the Doty Mountain Unit to 18.00% from 16.5% prior to the
purchase. The increase is also attributed in part to better production from certain Doty
Mountain wells due to fracture stimulation.
  18




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##### Table of Contents



Transportation and gathering revenue
  Price risk management activities
  Oil and gas production expenses, depreciation, depletion and amortization
 Quarter Ended March 31,2011
    
    
    2010(unaudited, in dollars per mcfe)Average price
    
    $
    4.99
    
    
    $
    4.83Production costs
    
    
    1.14
    
    
    
    0.87Production taxes
    
    
    0.47
    
    
    
    0.58Depletion and amortization
    
    
    2.03
    
    
    
    1.98Total operating costs
    
    
    3.64
    
    
    
    3.43Gross margin
    
    $
    1.35
    
    
    $
    1.40Gross margin percentage
    
    
    27
    %
    
    
    29
    %
   Pipeline operating costs
   19




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##### Table of Contents



General and administrative expenses
  Income taxes
  CONTRACTED VOLUMES
   RemainingContractual
    
    
    Daily
    
    
    
    
    
    
    
    
    
    
    PriceType of Contract
    
    Volume
    
    
    Production
    
    
    Term
    
    
    Price
    
    
    Index (1)Fixed Price Swap
    
    
    2,200,000
    
    
    
    8,000
    
    
    
    01/11-12/11
    
    
    $
    7.07
    
    
    CIGCostless Collar
    
    
    610,000
    
    
    
    5,000
    
    
    
    08/09-07/11
    
    
    $
    4.50 floor
    
    
    NYMEX$
    7.90 ceilingCostless Collar
    
    
    1,220,000
    
    
    
    5,000
    
    
    
    12/09-11/11
    
    
    $
    4.50 floor
    
    
    NYMEX$
    9.00 ceilingFixed Price Swap
    
    
    3,660,000
    
    
    
    10,000
    
    
    
    01/12-12/12
    
    
    $
    5.05
    
    
    NYMEXFixed Price Swap
    
    
    2,190,000
    
    
    
    6,000
    
    
    
    01/13-12/13
    
    
    $
    5.16
    
    
    NYMEXCostless Collar
    
    
    2,190,000
    
    
    
    6,000
    
    
    
    01/13-12/13
    
    
    $
    5.00 floor
    
    
    NYMEX$
    5.35 ceilingTotal
    
    
    12,070,000
 (1)
    
    CIG refers to the Colorado Interstate Gas price as quoted on the first day of each month.
NYMEX refers to quoted prices on the New York Mercantile Exchange.
   CRITICAL ACCOUNTING POLICIES AND ESTIMATES
   20




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##### Table of Contents



ITEM 3.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 Commodity Price Risks
   Interest Rate Risks
  
 ITEM 4.
    
    CONTROLS AND PROCEDURES
   
  
 ITEM 1.
    
    LEGAL PROCEEDINGS
    21




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##### Table of Contents



ITEM 1A.
    
    RISK FACTORS
  
 ITEM 6.
    
    EXHIBITS
  Exhibit

    
    Description:3.1
    (a)
    
    Articles of Incorporation of the Company (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 of the Company (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)
    
    Certificate of Correction of the Company (incorporated by reference
from Exhibit 3 of the Companys Quarterly Report on Form 10-QSB for
the quarter ended November 30, 2001).3.1
    (d)
    
    Certificate of Correction to the Articles of Incorporation of the
Company (incorporated by reference from Exhibit 3.3 of the
Companys Current Report of Form 8-K dated June 29, 2007).3.1
    (e)
    
    Articles of Amendment to the Articles of Incorporation of the
Company, filed with the Maryland Department of Assessments and
Taxation on June 26, 2007 (incorporated by reference from Exhibit
3.1 of the companys Current Report on Form 8-K dated June 29,
2007).3.1
    (f)
    
    Articles Supplementary, (incorporated by reference from Exhibit 3.2
of the Companys Current Report of Form 8-K dated June 29, 2007).3.1
    (g)
    
    Articles Supplementary of Junior Participating Preferred Stock,
Series B of the Company, dated as of August 21, 2007 (incorporated
by reference from Exhibit 3.1 of the Companys Current Report of
Form 8-K dated August 28, 2007).3.1
    (h)
    
    Amendment to Bylaws, Revised Article II, Section 9 (incorporated
by reference from Exhibit 3.1 of the companys Current Report on
Form 8-K filed on March 5, 2010).3.2
    
    
    Second Amended and Restated Bylaws of the Company (incorporated by
reference from Exhibit 3.2 of the Companys Current Report on Form
8-K filed on June 11, 2007).4.1
    (a)
    
    Form of Warrant Agreement concerning Common Stock Purchase Warrants
(incorporated by reference from Exhibit 4.3 of the Amendment No. 1
to the Companys Registration Statement on Form SB-2 filed on
November 27, 1996, SEC Registration No. 333-14011).4.1
    (b)
    
    Rights Agreement between the Company and Computershare Trust
Company, N.A. (incorporated herein by reference to the Companys
Current Report on Form 8-K filed on August 24, 2007)
  22




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##### Table of Contents



Exhibit

    
    Description:10.1
    (a)
    
    Second Amendment to Amended and Restated Credit Agreement dated March 8, 2011 between
Double Eagle Petroleum Co. and Bank of Oklahoma, N.A. et.al; (incorporated by reference from
Exhibit 10.1, of the Companys Current report of Form 8-K dated March 10, 2011).31.1
    *
    
    Certification of Principal Executive Officer and Chief Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    *
    
    Certification of Principal Accounting Officer and Chief Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.32
    *
    
    Certification Pursuant to 18 U.S.C. Section 1150 as adopted pursuant to section 906 of the
Sarbanes-Oxley Act of 2002.
 *
    
    Filed within this Form 10-Q.
  23




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##### Table of Contents



SIGNATURES
  DOUBLE EAGLE PETROLEUM CO.
(Registrant)Date:  May 5, 2011
    By:
    /s/   Richard D. DoleRichard D. DoleChief Executive Officer

(Principal Executive Officer)  24




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##### Table of Contents



Exhibit Number
    
    Description3.1
    (a)
    
    Articles of Incorporation of the Company (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 of the Company (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)
    
    Certificate of Correction of the Company (incorporated by
reference from Exhibit 3 of the Companys Quarterly Report
on Form 10-QSB for the quarter ended November 30, 2001).3.1
    (d)
    
    Certificate of Correction to the Articles of Incorporation
of the Company (incorporated by reference from Exhibit 3.3
of the Companys Current Report of Form 8-K dated June 29,
2007).3.1
    (e)
    
    Articles of Amendment to the Articles of Incorporation of
the Company, filed with the Maryland Department of
Assessments and Taxation on June 26, 2007 (incorporated by
reference from Exhibit 3.1 of the companys Current Report
on Form 8-K dated June 29, 2007).3.1
    (f)
    
    Articles Supplementary, (incorporated by reference from
Exhibit 3.2 of the Companys Current Report of Form 8-K
dated June 29, 2007).3.1
    (g)
    
    Articles Supplementary of Junior Participating Preferred
Stock, Series B of the Company, dated as of August 21,
2007 (incorporated by reference from Exhibit 3.1 of the
Companys Current Report of Form 8-K dated August 28,
2007).3.1
    (h)
    
    Amendment to Bylaws, Revised Article II, Section 9
-(incorporated by reference from Exhibit 3.1 of the
companys Current Report on Form 8-K filed on March 5,
2010).3.2
    
    
    Second Amended and Restated Bylaws of the Company
(incorporated by reference from Exhibit 3.2 of the
Companys Current Report on Form 8-K filed on June 11,
2007).3.1
    (a)
    
    Articles of Incorporation of the Company (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 of the Company (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)
    
    Certificate of Correction of the Company (incorporated by
reference from Exhibit 3 of the Companys Quarterly Report
on Form 10-QSB for the quarter ended November 30, 2001).4.1
    (a)
    
    Form of Warrant Agreement concerning Common Stock Purchase
Warrants (incorporated by reference from Exhibit 4.3 of
the Amendment No. 1 to the Companys Registration
Statement on Form SB-2 filed on November 27, 1996, SEC
Registration No. 333-14011).4.1
    (b)
    
    Rights Agreement between the Company and Computershare
Trust Company, N.A. (incorporated herein by reference to
the Companys Current report on Form 8-K filed on August
24, 2007)
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##### Table of Contents



Exhibit Number

    
    Description10.1
    (a)
    
    Second Amendment to Amended and Restated Credit Agreement
dated March 8, 2011 between Double Eagle Petroleum Co. and
Bank of Oklahoma, N.A. et.al; (incorporated by reference
from Exhibit 10.1, of the Companys Current Report of Form
8-K dated March 10, 2011).31.1
    *
    
    Certification of Principal Executive Officer and Chief
Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.31.2
    *
    
    Certification of Principal Accounting Officer and Chief
Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.32
    *
    
    Certification Pursuant to 18 U.S.C. Section 1150 as
adopted pursuant to section 906 of the Sarbanes-Oxley Act
of 2002.
 *
    
    Filed with this report.
  26