**Exhibit 99.3**
**DOUBLE EAGLE PETROLEUM CO.**
**Whistleblower Procedures**
     Any employee of the Company may submit a good faith complaint regarding accounting orauditing matters to the management of the Company without fear of dismissal or retaliation of anykind. The Company is committed to achieving compliance with all applicable securities laws andregulations, accounting standards, accounting controls and audit practices. The Company’s AuditCommittee will oversee treatment of employee concerns in this area.
     In order to facilitate the reporting of employee complaints, the Company’s Audit Committee hasestablished the following procedures for (1) the receipt, content, retention and treatment ofcomplaints regarding accounting, internal accounting controls, or auditing matters (“AccountingMatters”), (2) the confidential, anonymous submission by employees of concernsregarding questionable accounting or auditing matters, and (3) the role, rights andresponsibilities of employees who make complaints.
 Receipt of Employee Complaints
 x  Employees with concerns regarding Accounting Matters mayreport their concerns to the chairman of the Company’s AuditCommittee. The current chairman of the Company’s AuditCommittee is Thomas A. Prendergast, 4695 North Mesa, Suite200, El Paso, Texas, 79912. Mr. Prendergast’s fax number is(915) 534-4498. Employees may forward any complaints inperson, by regular mail, or by fax.  x  The Company, including all persons receiving employeecomplaints, shall maintain the confidentiality or, if theemployee requests, the anonymity of the person making thecomplaint to the fullest extent reasonably practicable withinthe legitimate needs of law and any ensuing evaluation orinvestigation. Legal or business requirements may not allowfor complete anonymity. Also, in some cases, it may not bepossible to proceed with or properly conduct an investigationif the person making a compliant does not identify herself orhimself. In addition, persons making complaints should becautioned that their identity might become known for reasonsoutside of the control of the Company.
Scope of Matters Covered by These Procedures 
     These procedures relate to employee complaints relating to any questionable accounting orauditing matters, including, without limitation, the following:
 x  fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of theCompany;
 

 

 x  fraud or deliberate error in the recording and maintaining of financial records of the Company;  x  deficiencies in or noncompliance with the Company’s internal accounting controls;  x  misrepresentation or false statement to or by a senior officer or accountant regarding a matter contained inthe financial records, financial reports or audit reports of the Company; or  x  deviation from full and fair reporting of the Company’s financial condition.
Content of Complaints
     To assist the Company in the response to or investigation of a complaint, the complaintshould be factual rather than speculative, and contain as much specific information as possible toallow for proper assessment of the nature, extent and urgency of the matter that is the subject ofthe complaint. Without limiting the foregoing, the complaint should, to the extent possible,contain the following information:
 x  the alleged event, matter or issue that is the subject of the complaint;  x  the name of each person involved;  x  if the complaint involves a specific event or events, the approximate date and location of each event; and  x  any additional information, documentation or other evidence available to support the complaint.
     It is less likely that the Company will be able to initiate an investigation based on acomplaint that contains unspecified wrongdoing or broad allegations without verifiable evidentiarysupport.
Treatment of Complaints
 x  Upon receipt of a complaint, the chairman of theCompany’s Audit Committee will (i) determine whether thecomplaint actually pertains to Accounting Matters and (ii)when possible, acknowledge receipt of the complaint to thesender.  x  Complaints relating to Accounting Matters will bereviewed under Audit Committee direction and oversight by suchpersons as the Audit Committee determines to be appropriate.Confidentiality will be maintained to the fullest extentpossible, consistent with the need to conduct an adequatereview.  x  Prompt and appropriate corrective action will be takenwhen and as warranted in the judgment of the Audit Committee.
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Reporting and Retention of Complaints and Investigations 
 x  The chairman of the Audit Committee will maintain a log of all complaints,tracking their receipt, investigation and resolution and shall prepare a periodic summaryreport thereof for the Audit Committee. Copies of complaints and such log will be maintainedin accordance with the Company’s document retention policy.
 Roles, Rights and Responsibilities of Employee Complainants and Investigation Participants 
     Employee Complainants
     Company employees who submit complaints (“Employee Complainants”) have a responsibility toprovide initial information that is grounded in a reasonable belief regarding the validity of acomplaint. The motivation of an Employee Complainant is irrelevant to the consideration of thevalidity of the complaint. However, the intentional filing of a false complaint, whether orally orin writing, may itself be an improper activity and one that may result in disciplinary action.
     An Employee Complainant has a responsibility to be candid and set forth all known informationregarding a complaint. An employee making a complaint acknowledges that an investigation may notproceed if the employee does not agree to be interviewed or provide further information regardingthe complaint.
     Employee Complainants are not to act on their own in conducting any investigative activities,nor do they have a right to participate in any investigative activities other than as requested bythe Audit Committee. An Employee Complainant shall refrain from obtaining evidence relating to acomplaint for which he or she does not have a right of access. Such improper access may itself bean illegal or improper activity and one that may result in disciplinary action.
     The Company will use reasonable efforts to provide each Employee Complainant with a responseto his or her complaint and a summary of the outcome of any investigation based upon the complaintunless Legal Department or the Audit Committee determines that there are overriding legal orcompany/public interest reasons not to do so.
     Employee Complainants are entitled to protection from retaliation for having made a complaintor disclosed information relating to a complaint in good faith. The Company shall not discharge,demote, suspend, threaten, harass or in any manner discriminate against an Employee Complainant inthe terms and conditions of employment based upon any lawful actions of such Employee Complainantwith respect to good faith reporting of complaints or otherwise as specified in Section 806 of theSarbanes-Oxley Act of 2002. An Employee Complainant’s right to protection from retaliation doesnot extend immunity for any complicity in the matters that are the subject of the complaint or anensuing investigation.
     These procedures are in no way intended to limit employee reporting of alleged violationsrelating to accounting or auditing matters to proper governmental and regulatory authorities.
Investigation Participants
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     Company employees who are interviewed, asked to provide information or otherwise participatein an investigation of a complaint, including employees who are the subject of the investigation(“Investigation Participants”) have a duty to cooperate fully with the Audit Committee and assistin the investigation.
     Investigation Participants should refrain from discussing the investigation or their testimonywith those not connected to the investigation. If the Investigation Participant knows the identityof the Employee Complainant, the Investigation Participant should not discuss with the EmployeeComplainant the nature of evidence requested or provided, or testimony given to the Audit Committeeunless authorized by the Audit Committee.
     Requests for confidentiality by Investigation Participants will be honored to the fullestextent reasonably practicable within the legitimate needs of law and the investigation.
     Investigation Participants are entitled to protection from retaliation for having participatedin an investigation. The Company shall not discharge, demote, suspend, threaten, harass or in anymanner discriminate against an Investigation Participant in the terms and conditions of employmentbased upon any lawful actions of such Investigation Participant with respect to good faithparticipation in an investigation or otherwise as specified in Section 806 of the Sarbanes-OxleyAct of 2002. An Investigation Participant’s right to protection from retaliation does not extendimmunity for any complicity in the matters that are the subject of the complaint or an ensuinginvestigation.
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