<PAGE>


                     U.S. Securities And Exchange Commission
                             Washington, D.C. 20549

                               FORM 10-KSB/A No. 1

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

         For the fiscal year ended December 31, 2004

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

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

                           Commission File No. 0-6529

                           DOUBLE EAGLE PETROLEUM CO.
                 ----------------------------------------------
                 (Name of small business issuer in its charter)

<TABLE>
<S>                                                                             <C>
                     Maryland                                                                83-0214692
--------------------------------------------------------------                  ------------------------------------
(State or other jurisdiction of incorporation or organization)                  (I.R.S. Employer Identification No.)


777 Overland Trail (P.O. Box 766) Casper, Wyoming                                               82601
-------------------------------------------------                                             ----------
(Address of principal executive offices)                                                      (Zip Code)
</TABLE>


          Issuer's telephone number, including area code (307) 237-9330
                                                         --------------

           Securities registered pursuant to Section 12(b) of the Act:

<TABLE>
<CAPTION>
     Title of each class                                 Name of each exchange on which registered
<S>                                                      <C>
             None                                                         None
             ----                                                         ----
</TABLE>



           Securities registered pursuant to Section 12(g) of the Act:
                           $.10 Par Value Common Stock
                           ---------------------------
                                (Title of Class)

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
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
   ---    ---

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [X]

         Issuer's revenues for the fiscal year ended December 31, 2004 were
$13,267,073.

         The aggregate market value of the voting stock held by non-affiliates
computed based on the average of the closing bid and asked prices of such stock
as of March 16, 2005, was $184,901,979.*

                   (APPLICABLE ONLY TO CORPORATE REGISTRANTS)

         The number of shares outstanding of each of the issuer's classes of
common equity as of March 16, 2005 was as follows:

                  $.10 Par Value Common Stock                 8,548,404

*Without assuming that any of the issuer's directors or executive officers, or
the entity that owns 350,000 shares, is an affiliate, the shares of which they
are beneficial owners have been deemed to be owned by affiliates solely for this
calculation.


<PAGE>

                                EXPLANATORY NOTE


     Double Eagle Petroleum Co. is filing this Amendment No. 1 to its Annual
Report on Form 10-KSB for the fiscal year ended December 31, 2004 solely to add
an exhibit that was inadvertently omitted from the list of exhibits in Item 13
of Part III of the Form 10-KSB and to make the corresponding addition to the
exhibit index. The complete text of Item 13 is included in this Amendment
pursuant to Rule 12b-15 promulgated under the Securities and Exchange Act of
1934, as amended (the "Exchange Act"). In addition, Item 13 includes the
certifications required pursuant to Rules 13a-14(a)/15d-14(a) of the Exchange
Act, which have been re-executed and re-filed as of the date of this Amendment
as Exhibits 31.1 and 31.2, and 32.


     With the exception of the foregoing corrections, no other information in
the Annual Report on Form 10-KSB for the fiscal year ended December 31, 2004 has
been supplemented, updated or amended.

--------------------------------------------------------------------------------

<PAGE>


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)(1) and (a)(2)  Financial Statements And Financial Statement Schedules

See "ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA -- Index" on page
F-1(a)

(a)(3)   Exhibits.
         --------

Exhibit Index

<TABLE>
<CAPTION>
Exhibit No.                    Description
-----------                    -----------
<S>        <C>
3.1(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).

4.1        Form of Warrant Agreement concerning Common Stock Purchase Warrants
           (incorporated by reference from Exhibit 4.3 of the Amendment No. 1 to
           the Registrant's Registration Statement on Form SB-2 filed on
           November 27, 1996, SEC Registration No. 333-14011).

14.1       Code of Ethics (incorporated by reference from Exhibit 14.1 of the
           Registrant's Annual Report on Form 10-KSB filed on March 31, 2005).

23.1       Consent of HEIN + Associates LLP.

31.1       Certification of Chief Executive Officer pursuant to Section 302 of
           the Sarbanes-Oxley Act of  2002

31.2       Certification of Chief Financial Officer pursuant to Section 302 of
           the Sarbanes-Oxley Act of 2002

32         Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
</TABLE>


<PAGE>



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.



Date:  April 6, 2005                       /s/ Stephen H. Hollis
                                           -------------------------------------
                                           Stephen H. Hollis,
                                           Chief Executive Officer and President






<PAGE>


                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit No.                    Description
-----------                    -----------
<S>        <C>
3.1(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).

4.1        Form of Warrant Agreement concerning Common Stock Purchase Warrants
           (incorporated by reference from Exhibit 4.3 of the Amendment No. 1 to
           the Registrant's Registration Statement on Form SB-2 filed on
           November 27, 1996, SEC Registration No. 333-14011).

14.1       Code of Ethics (incorporated by reference from Exhibit 14.1 of the
           Registrant's Annual Report on Form 10-KSB filed on March 31, 2005).

23.1       Consent of HEIN + Associates LLP.

31.1       Certification of Chief Executive Officer pursuant to Section 302 of
           the Sarbanes-Oxley Act of  2002

31.2       Certification of Chief Financial Officer pursuant to Section 302 of
           the Sarbanes-Oxley Act of 2002

32         Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
</TABLE>