SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

[Amendment No. ____]

Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|

Double Eagle Petroleum And Mining Co.
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(Name of Registrant as Specified in its Charter)

Not Applicable
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(Name of Person(s) Filing Proxy Statement if other than Registrant)

Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1. Title of each class of securities to which transaction applies:
Not applicable
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2. Aggregate number of securities to which transaction applies:
Not applicable
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3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
Not applicable
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4. Proposed maximum aggregate value of transaction:
Not applicable
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5. Total fee paid:
Not applicable
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|_| Fee paid previously with preliminary materials.
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.

1. Amount Previously Paid: Not applicable
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2. Form, Schedule or Registration Statement No.: Not applicable
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3. Filing Party: Not applicable
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4. Date Filed: Not applicable
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DOUBLE EAGLE PETROLEUM AND MINING CO.
777 Overland Trail
Casper, Wyoming 82601
(307) 237-9330

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on January 25, 2001

To our Shareholders:

The Annual Meeting of Shareholders of Double Eagle Petroleum and Mining
Co., a Wyoming corporation (the "Company"), will be held at the Casper Petroleum
Club, 1301 Wilkins Circle, Casper, Wyoming, on Thursday, January 25, 2001 at
10:00 a.m., for the following purposes:

1. To elect five directors to the Company's Board Of Directors;

2. To consider and vote upon a proposal recommended by the Board Of
Directors to reincorporate the Company under the laws of the State of
Maryland;

3. To ratify the selection of Lovelett, Skogen & Associates, P.C. to
serve as the Company's independent certified public accountants for
the year ending August 31, 2001; and

4. To transact any other business that properly may come before the
meeting or any adjournment thereof.

Only shareholders of record at the close of business on December 15, 2000
are entitled to notice of, and to vote at, the annual shareholders' meeting.

All shareholders are extended a cordial invitation to attend the Annual
Meeting of Shareholders.

By Order of the Board Of Directors.

CAROL A. OSBORNE
Corporate Secretary
Casper, Wyoming
December 27, 2000

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THE FORM OF PROXY IS ENCLOSED. TO ASSURE THAT YOUR SHARES WILL BE VOTED AT THE
MEETING, PLEASE COMPLETE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN
THE ENCLOSED, POSTAGE PREPAID, ADDRESSED ENVELOPE. NO ADDITIONAL POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES. THE GIVING OF A PROXY WILL NOT AFFECT
YOUR RIGHT TO VOTE IN PERSON IF YOU ATTEND THE MEETING.

PROXY STATEMENT
DOUBLE EAGLE PETROLEUM AND MINING CO.
777 Overland Trail
Casper, Wyoming 82601
(307) 237-9330

ANNUAL MEETING OF SHAREHOLDERS
to be held
January 25, 2001

GENERAL INFORMATION

The enclosed proxy is solicited by and on behalf of the management of
Double Eagle Petroleum and Mining Co. (the "Company") for use at the Company's
Annual Meeting of Shareholders (the "Annual Meeting") to be held at 10:00 a.m.,
at the Casper Petroleum Club, 1301 Wilkins Circle, Casper, Wyoming, on
Thursday, January 25, 2001, and at any adjournment of the Annual Meeting. It is
planned that this Proxy Statement and the accompanying proxy will be mailed to
the Company's shareholders on or about December 27, 2000.

Any person signing and mailing the enclosed proxy may revoke it at any time
before it is voted by giving written notice of the revocation to the Company's
corporate secretary, or by electing to vote in person at the Annual Meeting.

The cost of soliciting proxies, including the cost of preparing, assembling
and mailing this proxy material to shareholders, will be borne by the Company.
Solicitations will be made only by use of the mails, except that, if necessary,
officers and regular employees of the Company may make solicitations of proxies
by telephone or telegraph or by personal calls. Brokerage houses, custodians,
nominees and fiduciaries will be requested to forward the proxy soliciting
materials to the beneficial owners of the Company's shares held of record by
such persons and the Company will reimburse them for their charges and expenses
in this connection.

All voting rights are vested exclusively in the holders of the Company's
$0.10 par value common stock (the "Common Stock"), with each share entitled to
one vote. Only shareholders of record at the close of business on December 15,
2000 are entitled to notice of and to vote at the Annual Meeting or any
adjournment thereof. On December 15, 2000, the Company had 4,875,103 shares
outstanding. Cumulative voting in the election of directors is permitted. As a
result, each shareholder of record as of the record date shall have the right to
vote the number of shares owned by him for as many persons as there are director
nominees or to cumulate his shares so as to give one candidate as many votes as
the number of director nominees multiplied by the number of shares shall equal,
or to distribute his votes on the same principle among as many candidates as the
shareholder shall determine.

An Annual Report to Shareholders, including financial statements for the
fiscal year ended August 31, 2000, is being mailed to shareholders with this
Proxy Statement, but that Annual Report does not constitute part of the proxy
soliciting material.

1. ELECTION OF DIRECTORS

At the Annual Meeting, the shareholders will elect five members of the
Board Of Directors of the Company. Each director will be elected to hold office
until the next annual meeting of shareholders and thereafter until his successor
is elected and has qualified. The affirmative vote of a majority of the shares
represented at the Annual Meeting is required to elect each director. Cumulative
voting is permitted in the election of directors. See above, "General
Information". In the absence of instructions to the contrary, the persons named
in the accompanying proxy shall vote the shares represented by that proxy for
the persons named below as management's nominees for directors of the Company.
Each of the nominees, other than Beth McBride and Roy G. Cohee, currently is a
director of the Company. There is no nominating committee of the Board Of
Directors.

The Company is seeking stockholder approval to reincorporate in Maryland,
which would result in the Company enacting new bylaws. As discussed below in "2.
Proposal To Approve Reincorporation In Maryland", if this proposal is approved
by the stockholders, the Company's bylaws will contain a specific provision
regarding nominations made by stockholders for the election of directors. This
provision will require that written notice of proposed nominations made by
stockholders for the election of directors must be received by the Company not
less than 53 days nor more than 90 days prior to the meeting (or, if fewer than
60 days' notice of the meeting is given or made to stockholders, not later than
the seventh day following the day on which the notice of the date of the meeting
was mailed to stockholders). The notice must contain certain information about
the proposed nominee, including name, age, business address, principal
occupation or employment for the five years preceding the date of the notice,
the number of shares of stock of the Company beneficially owned by the nominee,
and any arrangement, affiliation, association, agreement or other relationship
of the nominee with any stockholder. The Board Of Directors, or a nominating
committee of the Board if one is formed in the future, will consider nominations
for directors submitted by stockholders in accordance with the above procedure.
The chairman of any meeting of stockholders may, if the facts warrant, determine
and declare to the meeting that a nomination was not made in accordance with
this procedure and that the defective nomination will be disregarded.

Each of the nominees has consented to be named in this proxy statement and
to serve on the Board if elected. It is not anticipated that any nominee will
become unable or unwilling to accept nomination or election, but, if that should
occur, the persons named in the proxy intend to vote for the election of such
other person as the Board Of Directors may recommend.

The following table sets forth, with respect to each nominee for director,
the nominee's age, his positions and offices with the Company, the expiration of
his term as a director, and the year in which he first became a director of the
Company. Individual background information concerning each of the nominees
follows the table. For additional information concerning the nominees for
director, including stock ownership and compensation, see "Executive
Compensation", "Security Ownership Of Certain Beneficial Owners And Management",
and "Certain Relationships And Related Transactions".

Position With Expiration Of Term Initial Date
Name Age The Company (1) As Director As Director
---- --- --------------- ----------- -----------

Stephen H. Hollis 50 Chief Executive Officer, Next Annual Meeting 1989
President, Treasurer,
and Director
Ken M. Daraie 42 Director Next Annual Meeting 1997
Thomas J. Vessels 51 Director Next Annual Meeting 1999
Beth McBride 42 Nominee for Director Next Annual Meeting ---
Roy G. Cohee 51 Nominee for Director Next Annual Meeting ---

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(1) The Company has two executive officers who are not named in the above
table, Carol A. Osborne and D. Steven Degenfelder. Ms. Osborne, 48, has
served as Secretary of the Company since January 1996 and previously served
as the Assistant Secretary from December 1989 until January 1996. In
addition, Ms. Osborne has served as the Company's Office Manager since
1981. Mr. Degenfelder, 44, has served as Vice President of the Company
since February 1998. After graduating from college in 1979, he held various
land positions with Marathon Oil Company from 1979 to 1981, Paintbrush
Petroleum Corporation from 1981 to 1985, Tyrex Oil Company from 1985 to
1995 and the Wyoming Office of State Lands and Investments from 1995 to
1997. Mr. Degenfelder is a Certified Professional Landman and received his
degree in Business Administration from Texas Tech University in 1979.

Stephen H. Hollis has served as the President and Chief Executive Officer
of the Company since January 1994 and previously served as a Vice President of
the Company from December 1989 through January 1994. Mr. Hollis has served as a
Director of the Company since December 1989. Mr. Hollis has been the Vice
President of Hollis Oil & Gas Co., a small oil and gas company, since January
1994 and been the President of Hollis Oil & Gas Co. from June 1986 through
January 1994. Mr. Hollis was a geologist for an affiliate of United Nuclear
Corporation from 1974 to 1977 and a consulting geologist from 1977 to 1979. In
1979, Mr. Hollis joined Marathon Oil Company and held various positions until
1986, when he founded Hollis Oil & Gas Co. Mr. Hollis is a past President of the
Wyoming Geological Association and 1999 President of the Rocky Mountain Section
of the American Association of Petroleum Geologists. Mr. Hollis received a B.A.
Degree in Geology from the University of Pennsylvania in 1972 and a Masters
Degree in Geology from Bryn Mawr College in 1974.

Ken M. Daraie has served as a Director of the Company since February 1997.
Mr. Daraie began his career with Sun Exploration and Production Co. as a
Petroleum Engineer from 1982 to 1990. In 1990, he joined Conoco, Inc. in Casper,
Wyoming, where he held engineering positions until 1994. From 1994 to 1995, Mr.
Daraie worked for the Fluor Daniel Corporation as Project Manager and Barlow &
Haun, Inc. as General Manager. In 1995, Mr. Daraie founded Continental
Industries, LLC, an independent oil and gas production/service company, where he
currently serves as President. Mr. Daraie is a past Chairman of the Board of
Energy West Federal Credit Union and currently serves on the Casper Planning and
Zoning Commission. Mr. Daraie received a Bachelor's Degree in Physics from
Baylor University in 1979 and a Bachelor of Science Degree in Petroleum
Engineering from the University of Texas in 1982.

Thomas J. Vessels has served as a Director of the Company since January
1999. Mr. Vessels has served since October 1997 as the Managing Partner of
Tundra Resources, LLC, a Denver, Colorado investment company that invests and
facilitates investments in the Rocky Mountain region. Mr. Vessels served as
Chairman of the Board of Vessels Energy Inc., formerly Vessels Oil & Gas Co.,
from 1995 until the sale of that company in March 1998. Mr. Vessels also served
as President and Chief Executive Officer of Vessels Energy Inc. from 1984 until
1995. Vessels Energy Inc. was involved in natural gas and oil production and
exploration as well as gas processing. Mr. Vessels received his B.A. degree from
Gonzaga University in Spokane, Washington in 1972.

Beth McBride has been President and member of the Board of Directors of
Legacy Energy Corporation since co-founding the company in 1990. Legacy Energy
Corporation is a privately held oil and gas exploration company in Denver,
Colorado. Ms. McBride was a geophysicist for Superior Oil Company in Houston,
Texas from 1981 through 1984, and held various exploration positions with Mobil
Oil Corporation in Dallas, Texas and Denver, Colorado from 1985 to 1990. Ms.
McBride received a B.Sc. degree in Geophysical Engineering from Colorado School
of Mines in 1980.

Roy G. Cohee has served as President of C & Y Transportation Co., since
1986. C & Y Transportation Co., started business in Casper, Wyoming in 1966 and
is a privately held company focused on the transportation and storage of oil
field equipment and supplies throughout the Western U.S. and Canada. Mr. Cohee
has been with the firm since its beginning in 1966. Mr. Cohee was elected to his
first term in the Wyoming House of Representatives in 1998 and is currently in
his second term and sits on the House Highways and Transportation Committee and
the House Revenue Committee.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors, executive officers, and
holders of more than 10% of the Company's Common Stock to file with the
Securities And Exchange Commission initial reports of ownership and reports of
changes in ownership of Common Stock and other equity securities of the Company.
The Company believes that during the fiscal year ended August 31, 2000, its
officers, directors and holders of more than 10% of its outstanding Common Stock
complied with all Section 16(a) filing requirements. In making these statements,
the Company has relied upon the written representations of its directors and
officers.

Board And Committee Meetings

The Board Of Directors met four times during the fiscal year ended August
31, 2000, and each director participated in all of those meetings.

The Board Of Directors currently maintains a Compensation Committee and an
Audit Committee. The Compensation Committee met one time during the fiscal year
ended August 31, 2000 and each member of the Compensation Committee participated
in that meeting. The Compensation Committee has the authority to establish
policies concerning compensation and employee benefits for employees of the
Company. The Compensation Committee reviews and makes recommendations concerning
the Company's compensation policies and the implementation of those policies and
determines compensation and benefits for executive officers. The Compensation
Committee currently consists of Messrs. Daraie and Vessels.

The Audit Committee is primarily responsible for the effectiveness of the
Company's accounting policies and practices, financial reporting and internal
controls. The Audit Committee charter was adopted by the Board Of Directors in
July 2000. A copy of the Audit Committee charter is attached to this Proxy
Statement as Exhibit A. The Audit Committee was formed to perform the following
functions: recommending to the Board Of Directors the independent auditors to be
employed by the Company; discussing the scope of the independent auditors'
examination; reviewing the financial statements and the independent auditors'
report; soliciting recommendations from the independent auditors regarding
internal controls and other matters; establishing guidelines for the Board Of
Directors to review related party transactions for potential conflicts of
interest; reviewing potential conflict of interest situations where appropriate;
making recommendations to the Board Of Directors; and performing other related
tasks as requested by the Board Of Directors. During the fiscal year ended
August 31, 2000, the Audit Committee, currently consisting of Messrs. Daraie and
Vessels, met one time.

Audit Committee Report

The report of the Audit Committee shall not be deemed incorporated by
reference by any general statement incorporating by reference this Proxy
Statement into any filing under the Securities Act or the Exchange Act, except
to the extent that the Company specifically incorporates this information by
reference, and shall not otherwise be deemed filed under such Acts.

In conjunction with its activities during the fiscal year ended August 31,
2000, the Audit Committee has reviewed and discussed the Company's audited
financial statements with management of the Company. The members of the Audit
Committee have also discussed with the Company's independent auditors the
matters required to be discussed by Statement on Accounting Standards No. 61.
The Audit Committee has received from the Company's independent auditors the

written disclosures and the letter required by Independence Standards Board
Standard No. 1, and has discussed with the auditors the auditors' independence.
Based on the foregoing review and discussions, the Audit Committee recommended
to the Board of Directors of the Company that the audited financial statements
be included in the Company's Annual Report on Form 10-K for the Company's fiscal
year ended August 31, 2000.

The Audit Committee
Ken M. Daraie
Thomas J. Vessels

Executive Compensation

Summary Compensation Table

The following table sets forth in summary form the compensation
received during each of the Company's last three completed fiscal years by the
Company's Chief Executive Officer and President. No employee of the Company
received total salary and bonus exceeding $100,000 during any of the last three
fiscal years.

Annual Compensation

Long-term
Name and Fiscal Year Salary Bonus Compensation-- Other Annual
Principal Position Ended ($)(1) ($) Options (#) Compensation ($)
- ------------------ ----------- ------- ------- -------------- ----------------

Stephen H. Hollis, 2000 $72,000 $22,500 50,000 -0-
Chief Executive
Officer and President 1999 $65,000 -0- 36,500 -0-

1998 $72,000 $20,100 50,000 -0-

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(1) The dollar value of base salary (cash and non-cash) received.

Option Grants Table

The following table sets forth information concerning individual grants of
stock options made during the fiscal year ended August 31, 2000 to the Company's
Chief Executive Officer and President. See "--Stock Option Plans".

Option Grants For Fiscal Year Ended August 31, 2000

% of Total
Options Granted
Options to Employees in Exercise or Base Expiration
Name Granted (#) Fiscal Year Price ($/Share) Date
- ---- ----------- ----------- ---------------- ----------

Stephen H. Hollis, 50,000 55.5% $3.09375 1/26/2003
Chief Executive Officer
and President

Aggregated Option Exercises And Fiscal Year-End Option Value Table.

The following table sets forth information concerning each exercise of stock options during the fiscal
year ended August 31, 2000 by the Company's Chief Executive Officer and President, and the fiscal year-end
value of unexercised options held by the Chief Executive Officer and President.

Aggregated Option Exercises
For Fiscal Year Ended August 31, 2000
And Year-End Option Values

Value of
Unexercised
Number of Unexercised In-The-Money
Options at Fiscal Options at Fiscal
Year-End (#)(3) Year-End($)(4)
Shares
Acquired on Value Exercisable/ Exercisable/
Name Exercise (#) (1) Realized ($)(2) Unexercisable Unexercisable
- ------------------------ ---------------- --------------- -------------------- -------------
Stephen H. Hollis, 50,000 $87,500 136,500/0 $451,555/$0
Chief Executive Officer
and President

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(1) The number of shares received upon exercise of options during the fiscal
year ended August 31, 2000.

(2) With respect to options exercised during the Company's fiscal year ended
August 31, 2000, the dollar value of the difference between the option
exercise price and the market value of the option shares purchased on the
date of the exercise of the options.

(3) The total number of unexercised options held as of August 31, 2000,
separated between those options that were exercisable and those options
that were not exercisable.

(4) For all unexercised options held as of August 31, 2000, the aggregate
dollar value of the excess of the market value of the stock underlying
those options over the exercise price of those exercised options, based on
the bid price of the Company's Common Stock on August 31, 2000. The closing
bid price for the Company's Common Stock on August 31, 2000 was $5.4375 per
share.

Stock Option Plans

The 1993 Stock Option Plan. In November 1992, the Board Of Directors of the
Company approved the Company's Stock Option Plan (1993) (the "1993 Plan"), which
subsequently was approved by the Company's stockholders. Pursuant to the 1993
Plan, the Company may grant options to purchase an aggregate of 200,000 shares
of the Company's common stock to key employees of the Company, including
officers and directors who are salaried employees who have contributed in the
past or who may be expected to contribute materially in the future to the
successful performance of the Company. The options granted pursuant to the 1993
Plan are intended to be incentive options qualifying for beneficial tax
treatment for the recipient. The 1993 Plan is administered by an option
committee that determines the terms of the options subject to the requirements
of the 1993 Plan. At August 31, 2000, no options were outstanding under the 1993
Plan and no additional options could be granted under the 1993 Plan.

The 1996 Stock Option Plan. In May 1996, the Board of Directors of the
Company approved the Company's 1996 Stock Option Plan (the "1996 Plan"), which
subsequently was approved by the Company's stockholders. Pursuant to the 1996
Plan, the Company may grant options to purchase an aggregate of 200,000 shares
of the Company's common stock to key employees, directors, and other persons who
have or are contributing to the success of the Company. The options granted
pursuant to the 1996 Plan may be either incentive options qualifying for
beneficial tax treatment for the recipient or non-qualified options. The 1996
Plan is administered by an option committee that determines the terms of the
options subject to the requirements of the 1996 Plan. At August 31, 2000,
options to purchase 70,000 shares of Common Stock were outstanding under the
1996 Plan and no additional options could be granted under the 1996 Plan.

The 2000 Stock Option Plan. In December 1999, the Board of Directors of
the Company approved the Company's 2000 Stock Option Plan (the "2000 Plan"),
which subsequently was approved by the Company's stockholders. Pursuant to the
2000 Plan, the Company may grant options to purchase an aggregate of 200,000
shares of the Company's common stock to key employees, directors, and other
persons who have or are contributing to the success of the Company. The options
granted pursuant to the 2000 Plan may be either incentive options qualifying for
beneficial tax treatment for the recipient or non-qualified options. The 2000
Plan is administered by an option committee that determines the terms of the
options subject to the requirements of the 2000 Plan. At August 31, 2000,
options to purchase 80,000 shares of Common Stock were outstanding under the
2000 Plan and options to purchase an additional 120,000 shares could be granted
under the 2000 Plan.

Compensation Of Outside Directors

Directors of the Company who are not also employees of the Company
("Outside Directors") are paid $400 for each meeting of the Board Of Directors
that they attend. In addition, each Outside Director receives 2,000 shares of
Common Stock each year. Directors also are reimbursed for expenses incurred in
attending meetings and for other expenses incurred on behalf of the Company. In
January 2000, each Outside Director was granted options to purchase 10,000
shares of Common Stock for $3.09375 per share. These options expire January 20,
2002.

Security Ownership Of Certain Beneficial Owners And Management

The following table summarizes certain information as of November 20, 2000
with respect to the beneficial ownership of the Company's Common Stock (i) by
the Company's directors and nominees for director, (ii) by shareholders known by
the Company to own 5% or more of the Company's Common Stock, and (iii) by all
officers and directors as a group.

As Of November 20, 2000
-----------------------
Name And Address Of Percentage Of Class
Beneficial Owner Number Of Shares Beneficially Owned
---------------- ---------------- ------------------

Stephen H. Hollis (5) 670,400(1) 13.4%
2037 S. Poplar
Casper, Wyoming 82601

Ken M. Daraie 38,000(2) *
P.O. Box 656
Casper, Wyoming 82602

Thomas J. Vessels 410,000(3) 8.0%
1610 Wynkoop Street, Suite 100
Denver, Colorado 80202

Beth McBride 4,100 *
5801 W. 33rd Avenue
Wheat Ridge, Colorado 80212

Roy G. Cohee 900 *
2046 Rustic Drive
Casper, Wyoming 82609

Directors and Officers as a group 1,306,600(1)(2)(3)(4) 23.8%
(Five Persons)

Hollis Oil & Gas Co. (4) 350,000 7.2%
P.O. Box 1068
Casper Wyoming 82602

- ---------------
* Less than one percent.

(1) Includes options held by Mr. Hollis to purchase 50,000 shares for
$1.75 per share that expire January 23, 2001, options to purchase
36,500 shares for $1.328125 per share that expire January 20, 2002,
options to purchase 50,000 shares for $3.09375 per share that expire
January 26, 2003 and warrants to purchase 23,000 shares for $3.00 per
share that expire on December 17, 2001. In addition to 160,900 shares
owned directly by Mr. Hollis, the table above includes 350,000 shares
of common stock owned by Hollis Oil & Gas Co. Mr. Hollis is an
officer, director and 51 percent owner of Hollis Oil & Gas Co.

(2) Includes options to purchase 10,000 shares for $1.75 per share that
expire on January 23, 2001, options to purchase 10,000 shares for
$1.328125 per share that expire January 20, 2002 and options to
purchase 10,000 shares for $3.09375 per share that expire January 26,
2003.

(3) Consists of 80,750 shares held by Mr. Vessels, 76,750 shares held by
his wife, 3,000 shares held in trust for the benefit of Mr. Vessels'
minor children, warrants to purchase 76,750 shares for $1.375 per
share until October 16, 2003 held by Mr. Vessels, warrants to purchase
76,750 shares on the same terms held by Mr. Vessels' wife, warrants to
purchase 3,000 shares on the same terms held in trust for Mr. Vessels'
children, options to purchase 36,500 shares for $1.375 per share until
October 16, 2001 held by Mr. Vessels, options to purchase 10,000

shares for $1.328125 per share until January 20, 2002 held by Mr.
Vessels, and options to purchase 46,500 shares for $3.09375 per share
until January 26, 2003 held by Mr. Vessels.

(4) In addition to the shares described in footnotes (1), (2) and (3)
above, the shares owned by Directors and Officers as a Group includes:
200 shares, options to purchase 20,000 shares for $1.75 per share
until January 23, 2001, options to purchase 20,000 shares for
$1.328125 per share until January 20, 2002, and options to purchase
20,000 shares for $3.09375 per share until January 26, 2003 held by
Carol Osborne, our Secretary; and 3,000 shares, options to purchase
40,000 shares for $1.46875 per share until February 2, 2001, options
to purchase 40,000 shares for $1.328125 per share until January 20,
2002, and options to purchase 40,000 shares for $3.09375 per share
until January 26, 2003 held by D. Steven Degenfelder, our Vice
President.

(5) The shares owned by Hollis Oil & Gas Company are shown or included as
beneficially owned three times in the table: once as beneficially
owned by Hollis Oil & Gas Company, again under the beneficial
ownership of Mr. Hollis, and also as a part of the shares beneficially
owned by Directors and Officers as a group.

Certain Relationships And Related Transactions

The Company and certain directors, officers and stockholders of the Company
are joint holders in proved and unproved oil and gas properties. During the
normal course of business, the Company pays or receives monies and in turn bills
or pays the interest holders for their respective shares. These transactions are
immaterial in amount when compared to the Company's total receipts and
expenditures. They are accounted for as part of the normal joint interest
billing function.

In November 1998, the Company completed a private placement offering of
374,750 units of Common Stock and Common Stock Purchase Warrants for $1.375 per
unit. Each unit consists of one share of Common Stock and a warrant to purchase
one share of Common Stock for $1.375 per share until October 16, 2003. The
warrants are redeemable by the Company at a price of $.001 per warrant
commencing April 2001 if the Company's Common Stock trades at a price of at
least $3.00 per share for 20 of the 30 trading days preceding the date on which
the Company gives notice of redemption. Thomas J. Vessels and his wife purchased
153,500 of the units and a trust for the benefit of Mr. Vessels' minor children
purchased 1,000 units. In addition, the Company entered into a consulting
agreement with Mr. Vessels pursuant to which Mr. Vessels agreed to assist the
Company in locating possible oil and gas transactions in which the Company may
participate. This agreement was in effect until January 30, 2000. The Company
agreed to issue to Mr. Vessels options to purchase 36,500 shares of Common Stock
for $1.375 per share until October 16, 2001 and to reimburse Mr. Vessels for up
to $1,000 per month in expenses incurred in performing services on behalf of the
Company during the term of the agreement. Since the expiration of this
agreement, Mr. Vessels has continued to assist the Company in locating possible
oil and gas transactions and the Company has reimbursed Mr. Vessel's out of
pocket expenses for these services. The Company also agreed to cause Mr. Vessels
to be elected to the Board of Directors and to nominate Mr. Vessels to serve as
a director during the term of the agreement. Pursuant to this agreement Mr.
Vessels was elected as a director at the Annual Meeting of Shareholders held in
January 1999.

2. PROPOSAL TO APPROVE REINCORPORATION IN MARYLAND

The Company's Board Of Directors recommends that the stockholders approve a
proposal for the Company to change its state of incorporation to Maryland from
Wyoming. We refer to this proposal as the Reincorporation Proposal. The
following discussion summarizes certain aspects and consequences of the
Reincorporation Proposal, which are related primarily to the differences between
the Maryland General Corporation Law (the "Maryland Code") and the Wyoming
Business Corporation Act (the "Wyoming Code"), as well as the respective
provisions of the articles of incorporation and bylaws of Double Eagle Petroleum
Company, which we formed under the Maryland Code ("Double Eagle Maryland"), and
the Company. This summary is not intended to be complete. It is qualified in its
entirety by the Agreement And Plan of Merger (the "Merger Agreement") between
the Company and Double Eagle Maryland, the Articles Of Incorporation of Double
Eagle Maryland (the "Maryland Articles"), and the Bylaws of Double Eagle
Maryland (the "Maryland Bylaws"). Copies of these documents will be made
available to stockholders upon request.

Introduction

General

If it is approved by the Company's stockholders, the Reincorporation
Proposal will be accomplished by the merger of the Company with and into its
wholly-owned subsidiary, Double Eagle Maryland (the "Merger"). As a result of
the Merger, the Company's legal domicile will be changed from Wyoming to
Maryland, and its name will be changed to "Double Eagle Petroleum Co." The
Company anticipates that the Merger will not cause any change in the business or
financial condition of the Company, and that, except for the differences in the
Maryland Code from the Wyoming Code described below, the Merger will not cause
any change in the management of the Company.

Upon the terms and subject to the conditions of the Merger Agreement, at
the Effective Time (as defined in the Merger Agreement) of the Merger, each
outstanding share of the Company's $.10 par value common stock (the "Wyoming
Common Stock") will be converted into one share of common stock, $.10 par value,
of Double Eagle Maryland (the "Maryland Common Stock"). In addition, at the
Effective Time, each outstanding option or warrant to purchase shares of Wyoming
Common Stock will continue outstanding as a right to purchase shares of Maryland
Common Stock upon the same terms and conditions as immediately prior to the
Effective Time. Following the Effective Time, each outstanding certificate
representing shares of Wyoming Common Stock will continue to represent the same
number of shares of Maryland Common Stock, and delivery of certificates for
shares of Wyoming Common Stock will constitute "good delivery" for transaction
in the shares of Maryland Common Stock. IT WILL NOT BE NECESSARY FOR
STOCKHOLDERS TO EXCHANGE THEIR EXISTING STOCK CERTIFICATES FOR STOCK
CERTIFICATES OF DOUBLE EAGLE MARYLAND.

The Company's Common Stock (symbol: DBLE) and warrants to purchase Common
Stock (symbol: DBLEW) became listed for trading on the Nasdaq SmallCap Stock
Market in December 1996. At the Effective Time, those symbols will, without
interruption, represent the Maryland Common Stock and the warrants to purchase
Maryland Common Stock.

Also at the Effective Time, the Company will be governed by the Maryland
Code, by the Maryland Articles and by the Maryland Bylaws, which will result in
certain changes in the rights of stockholders and other matters related to the
Company. The most significant changes, which include changes in the availability
of appraisal rights and protections from liability for our officers and
directors, are discussed in this Proxy Statement under "Certain Differences
Between The Corporation Laws Of Wyoming And Maryland". For additional details

and other information relating to these and other changes in the rights of
stockholders, you should review the Maryland Articles and the Maryland Bylaws.
In addition, you should review the Company's current Articles Of Incorporation
(the "Wyoming Articles") and the Company's current Bylaws (the "Wyoming
Bylaws"). Each of the Maryland Articles, the Maryland Bylaws, the Wyoming
Articles and the Wyoming Bylaws may be inspected at the principal business
offices of the Company, and we will send copies of each of these documents to
any stockholder who requests them.

Effective Time

We anticipate that the Merger will become effective within one business day
after stockholder approval. However, the Merger Agreement provides that the
Merger may be abandoned prior to the Effective Time, either before or after
stockholder approval, if circumstances arise which, in the opinion of the Board
Of Directors, make the Merger inadvisable. The Merger Agreement may be amended
prior to the Effective Time, either before or after stockholder approval
thereof, subject to applicable law.

Vote Required

The Wyoming Code and the Wyoming Articles provide that the affirmative vote
of the holders of a majority of the outstanding shares of Wyoming Common Stock
is required for approval of the Reincorporation Proposal. Based on the number of
shares outstanding on the record date, 2,437,552 shares must be voted in favor
of the Reincorporation Proposal to approve this proposal. Regardless of whether
the Reincorporation Proposal is approved, the Company will continue to be
responsible for all its existing contracts, plans, arrangements and obligations.

The Board Of Directors has unanimously approved the Reincorporation
Proposal and unanimously recommends that stockholders vote for the
Reincorporation Proposal.

Principal Reasons For And Effects Of Changing The State Of Incorporation

The Board Of Directors recommends that the Company become a Maryland
corporation subject to the statutes of Maryland rather than Wyoming primarily
because this will eliminate the Company's annual Wyoming franchise tax expenses
and assist the Company in attracting and retaining qualified officers and
directors. The State of Wyoming imposes franchise taxes on Wyoming corporations
based on the assessed or book value of their assets. The tax is equal to the
greater of (1) $50.00, or (2) $.0002 multiplied by the value of the
corporation's assets.

For the calendar years ended December 31, 1999, and 1998, the Company's
Wyoming franchise taxes were $1,185.21 and $600.00, respectively. As the Company
continues to acquire additional assets, annual franchise taxes will continue to
increase. Unlike Wyoming, the State of Maryland does not impose a franchise tax
on corporations incorporated under its laws. If the Company is reincorporated in
Maryland, the only amount payable annually to the State of Maryland as a result
of being incorporated under its laws would be $100 to be paid in conjunction
with Maryland's annual reporting requirements.

The Maryland Code provides that a corporation may limit the liability of
officers and directors in its charter documents. Unlike the Maryland Code, the
Wyoming Code does not permit a corporation to limit the liability of officers
and directors. Based upon this difference, the Board Of Directors believes that
approval of the Reincorporation Proposal will allow the Company to better
attract and retain qualified officers and directors.

Although there are several other differences between the Wyoming Code and
the Maryland Code, the Board Of Directors does not believe that these
differences will have a significant impact on the Company's operations. See
"Certain Differences Between The Corporation Laws Of Wyoming And Maryland".

The Board Of Directors is not currently aware of any specific effort to
accumulate the Company's securities, other than for investment, or to obtain
control of the Company by merger, tender offer, solicitation in opposition to
the Board Of Directors, or otherwise.

The Board Of Directors has unanimously concluded that the potential
benefits of the Reincorporation Proposal outweigh any possible disadvantages.
Accordingly, the Board Of Directors unanimously recommends that the stockholders
vote for the Reincorporation Proposal.

Certain Differences Between The Corporation Laws Of Wyoming And Maryland

The following is a summary of certain differences between provisions
affecting holders of shares of the Company's common stock under the Wyoming
Code, the Wyoming Articles and the Wyoming Bylaws and those affecting holders of
shares of Double Eagle Maryland under the Maryland Code, the Maryland Articles
and the Maryland Bylaws. The summary does not replace those full documents and
to the extent the summary conflicts with the terms of an actual document, the
terms of the actual document will prevail. We will send copies of the Maryland
Articles, the Maryland Bylaws, the Wyoming Articles and the Wyoming Bylaws to
any stockholder who requests them.

With respect to certain differences between the rights of stockholders
under the Wyoming Code and those which they would have under the Maryland Code,
the Maryland Articles and Bylaws have been structured so that the Maryland
charter documents provide for essentially the same rights and obligations as the
Company's Wyoming charter documents, except where the Maryland Code does not
allow the sane rights. Management of the Company does not have any present
intention of amending or otherwise altering the Maryland Articles or Bylaws.
However, economic and/or business conditions and considerations may arise which
may, in the opinion of the present or future directors of the Company, make
amendment of the Maryland charter documents in the Company's best interests.
Therefore, there can be no assurance that the Maryland charter documents will
not be amended, including changes to provisions that directly affect
stockholders. Stockholders also should refer to the Wyoming Code and the
Maryland Code with respect to the matters discussed in this Proxy Statement.

Stockholder Meetings

Both the Wyoming Bylaws and the Maryland Bylaws provide that an annual
meeting of stockholders will be held on a date and at a time and place
determined by the Board. The Wyoming Bylaws provide that a majority of the
outstanding shares of the Company represented in person or by proxy constitute a
quorum at stockholder meetings. Under the Maryland Bylaws, one-third of the
outstanding shares represented in person or by proxy constitute a quorum at
stockholder meetings.

Under the Wyoming Code, special meetings of stockholders may be called by
the Board Of Directors or by such other person or persons as may be authorized
by the articles of incorporation or bylaws. Under the Wyoming Bylaws, the
President, a majority of the Board Of Directors, a majority of independent
directors, or an officer of the Company upon written request by stockholders
holding not less than 10 percent of the outstanding common stock of the Company
may call a special meeting of stockholders.

Under the Maryland Code, special meetings may be called by the Board Of
Directors, the President, the holders of shares entitled to cast not less than
25 percent of the votes at the special meeting or such other persons as the
articles of incorporation or the bylaws provide. The Maryland Bylaws provide
that special meetings may be called by the President, the Board Of Directors or
the holders of shares entitled to cast not less than 10 percent of the votes at
such special meeting.

Both the Wyoming Code and the Maryland Code provide that special meetings
of stockholders require a minimum of 10 days' notice. However, under both the
Wyoming Bylaws and the Maryland Bylaws, special meetings of stockholders require
15 days' notice.

Stockholder Vote For Certain Matters

Both the Wyoming Code and the Maryland Code require an affirmative vote of
the stockholders of each of the constituent corporations in order to approve a
merger (other than a parent-subsidiary merger as described in the next
paragraph) or the sale, lease or exchange of all or substantially all of a
corporation's assets. Under the Wyoming Code, these transactions must be
approved by the holders of a majority of the shares entitled to vote unless
otherwise provided in a corporation's articles of incorporation. The Wyoming
Articles require a majority vote in these circumstances. Under the Maryland
Code, a two-thirds vote is required unless a corporation's articles of
incorporation provide for a lesser (but not less than a majority) or greater
vote. The Maryland Articles provide that a majority vote is sufficient in these
circumstances.

The Wyoming Code permits a corporation to effect, without stockholder
approval, a merger with or into a subsidiary if 80 percent or more of the
subsidiary is owned by the corporation. The Maryland Code permits a corporation
to effect such a transaction without stockholder approval only if 90 percent or
more of the subsidiary is owned by the corporation.

Nominations Made By Stockholders For The Election Of Directors

The Wyoming Bylaws do not contain specific provisions regarding nominations
made by stockholders for the election of directors.

The Maryland Bylaws provide that written notice of proposed nominations
made by stockholders for the election of directors must be received by the
Company not less than 53 days nor more than 90 days prior to the meeting (or, if
fewer than 60 days' notice of the meeting is given or made to stockholders, not
later than the seventh day following the day on which the notice of the date of
the meeting was mailed to stockholders). The notice must contain certain
information about the proposed nominee, including name, age, business address,
principal occupation or employment for the five years preceding the date of the
notice, the number of shares of stock of the Company beneficially owned by the
nominee, and any arrangement, affiliation, association, agreement or other
relationship of the nominee with any stockholder.

Cumulative Voting

Both the Wyoming Code and the Maryland Code permit a corporation to specify
in its articles of incorporation whether cumulative voting exists. The Wyoming
Articles allow cumulative voting. The Maryland Articles prohibit cumulative
voting in elections of directors or otherwise.

Removal Of Directors

In the case of a corporation whose board is classified, both the Wyoming
Code and the Maryland Code provide that directors may be removed only for cause
unless the charter documents provide otherwise. If a corporation's board is not
classified and the charter documents do not provide otherwise, both the Wyoming
Code and the Maryland Code provide that directors may be removed, with or
without cause, by the holders of a majority of the shares then entitled to vote
at an election of directors.

The Wyoming charter documents provide that directors may be removed, with
or without cause, by the holders of a majority of shares then entitled to vote
at a meeting of stockholders. The Maryland charter documents do not provide for
a classified board and do not modify the code provisions concerning this matter.
Therefore, directors may be removed with or without cause.

Under both the Wyoming Code and the Maryland Code, if cumulative voting is
allowed and less than the entire Board Of Directors is to be removed, no
director may be removed without cause if the votes cast against such director's
removal would be sufficient to elect such director if then cumulatively voted at
an election of the entire Board Of Directors, or, if there is more than one
class of directors, at an election of the class of directors of which such
director is a part.

Elimination Or Limitation Of Certain Personal Liability Of Directors And
Officers

Pursuant to the Maryland Code, the Maryland Articles contain a provision
which eliminates and limits the personal liability of directors to the full
extent permitted by the Maryland Code. Pursuant to the Maryland Code, the
Maryland Articles also limit the personal liability of officers to the same
extent as that afforded directors. The Maryland Code does not permit limitation
of personal liability of directors or officers (1) for the amount of any
improper benefit they actually receive, or (2) to the extent that a judgment or
final adjudication adverse to the director or officer in a proceeding based on
the finding in that proceeding that the person's action, or failure to act, was
the result of active and deliberate dishonesty and was material to the cause of
action adjudicated in the proceeding.

The Wyoming Code does not permit a corporation to eliminate or limit the
personal liability of its officers or directors.

Indemnification Of Directors And Officers

The Wyoming Code and the Maryland Code each specify certain circumstances
when a corporation must, and other circumstances when it may, indemnify its
officers, directors, employees and agents against legal expenses and
liabilities. Generally, under both codes, the person being indemnified must have
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation and, in a criminal proceeding,
must have had no reasonable cause to believe his conduct was unlawful. A
director may be reimbursed in advance of a final disposition of a proceeding if
he undertakes to repay any such advances if it is determined he did not meet the
required standards of conduct. Both codes permit corporations to purchase
insurance on behalf of directors, officers, employees and agent for liability
asserted against them in their capacity as such regardless of whether the
corporation would have the power to indemnify them. Under both codes, a
corporation may expand the rights to indemnification by a provision in its
bylaws, by an agreement, by resolution of stockholders or directors not involved
in the proceeding, or otherwise.

The Maryland Bylaws provide that: (1) the Company is required to indemnify
its directors and officers to the fullest extent permitted by law, including
those circumstances in which indemnification would otherwise be discretionary;

(2) the Company is required to advance expenses to its officers and directors as
incurred, including expenses relating to obtaining a determination that such
directors and officers are entitled to indemnification, provided that they
undertake to repay the amount advanced if it is ultimately determined that they
are not entitled to indemnification; (3) the Company is authorized to enter into
indemnification agreements with its directors and officers; and (4) the Company
may not retroactively amend the indemnification provisions in the Bylaws in a
way which is adverse to its directors or officers. This indemnification is more
restrictive than under the Wyoming Articles and Bylaws because under the Wyoming
charter documents, pursuant to the Wyoming Code, the Company may indemnify
directors or officers who are ultimately found to be liable to the Company.
However, under the Maryland charter documents, as required by the Maryland Code,
the Company may not indemnify a director or officer made party to a proceeding
by reason of service as a director if it is established that the act or omission
of the director was material to the matter giving rise to the proceeding and was
either committed in bad faith or was the result of active and deliberate
dishonesty, the director actually received an improper personal benefit in
money, property or services, or in the case of any criminal proceeding, the
director had reasonable cause to believe that the act or omission was unlawful.
Also, the Maryland Code provides that a Maryland corporation may not indemnify a
director or officer if the proceeding was one by or on behalf of the corporation
and in the proceeding the director or officer is adjudged to be liable to the
corporation.

Although indemnification under the Maryland Code is not allowed to the same
extent as under the Wyoming Code, the Board Of Directors believes that the
Maryland indemnification provisions are reasonable and adequate, and that the
Company will be able to continue to attract and retain qualified directors and
officers. None of the Company's directors or officers has indicated that
approval of the Reincorporation Proposal would cause him to consider resigning
from his position with the Company.

Amendments To Charter Documents

Pursuant to the Wyoming Code and the Maryland Code, the Wyoming Articles
and the Maryland Articles may be amended by a majority vote of the outstanding
shares of voting stock. It also is provided in the Wyoming Articles and the
Maryland Articles that the Wyoming Bylaws and the Maryland Bylaws may be amended
or repealed, and new Bylaws adopted, by the Board Of Directors. The Wyoming
Bylaws and the Maryland Bylaws also provide that the Wyoming Bylaws and the
Maryland Bylaws may be altered, amended or repealed or new Bylaws may be adopted
by a majority vote of the outstanding shares, without necessity of the
concurrence of the Board Of Directors.

Inspection Of Books And Records

Under the Maryland Code, any stockholder may inspect and copy, during usual
business hours, the corporation's bylaws, minutes of the proceedings of
stockholders, annual statements of affairs and any voting trust agreements on
file at the corporation's principal office. Additionally, any person who has
been a holder of record for a minimum of six months or who owns at least five
percent of the corporation's outstanding shares has a right to (1) inspect the
corporation's books of account and stock ledger, (2) present to any officer or
resident agent of the corporation a written request for a statement of its
affairs, and (3) in the case of any corporation which does not maintain the
original or a duplicate stock ledger at the corporation's offices in Maryland,
present to any officer or resident agent of the corporation a written request
for a list of its stockholders.

Under the Wyoming Code, any stockholder may submit a written demand to
inspect and copy the corporation's stock ledger, a list of its stockholders and
its other books and records. The written demand must state a purpose for the
inspection which is reasonably related to the demanding stockholder's interest
as a stockholder.

Appraisal Rights

Under the Wyoming Code and the Maryland Code, stockholders, in certain
circumstances, have the right to dissent from certain corporate reorganizations
and mergers, provided that statutory procedures are followed. The
Reincorporation Proposal does not trigger any appraisal rights.

Unlike the Wyoming Code, however, the Maryland Code provides that appraisal
rights are unavailable to the stockholders of a corporation if: (1) the stock is
listed on a national securities exchange or is designated as a national market
system security on an interdealer quotation system by the National Association
of Securities Dealers, Inc. with respect to the merger of a subsidiary
corporation, 90 percent or more of which is owned by the acquiring corporation,
on the date notice is given to or waived by the dissenting stockholder, or with
respect to any other transaction, on the record date for determining
stockholders entitled to vote on the transaction objected to; (2), the stock
received is that of the successor in the merger, unless the merger alters the
contract rights of the stock as expressly set forth in the charter and the
charter does not reserve the right to do so, or the stock is to be changed or
converted in whole or in part in the merger into something other than either
stock in the successor, cash, scrip or other rights or interests arising out of
provisions for the treatment of fractional shares of stock in the successor; or
(3) the stock is that of an open-end investment company registered under the
Investment Company Act of 1940, as amended, and the value placed on the stock in
the transaction is its net asset value; (4) the stock is not entitled to vote on
the transaction or the stockholder did not own the shares of stock on the record
date for determining stockholders to vote on the transaction; or (5) the charter
documents of the corporation provide that the holders of stock are not entitled
to exercise appraisal rights.

3. PROPOSAL TO RATIFY THE SELECTION OF
LOVELETT, SKOGEN & ASSOCIATES, P.C.,
CERTIFIED PUBLIC ACCOUNTANTS

The Board Of Directors recommends that the shareholders of the Company vote
in favor of ratifying the selection of the firm of Lovelett, Skogen &
Associates, P.C., Certified Public Accountants, as the auditors who will
continue to audit financial statements and perform other accounting and
consulting services for the Company for the fiscal year ending August 31, 2001
or until the Board Of Directors, in its discretion, replaces them.

An affirmative vote of the majority of shares represented at the Annual
Meeting is necessary to ratify the selection of auditors. There is no legal
requirement for submitting this proposal to the shareholders; however, the Board
Of Directors believes that it is of sufficient importance to seek ratification.
Whether the proposal is approved or defeated, the Board Of Directors may
reconsider its selection of Lovelett, Skogen & Associates, P.C. It is expected
that one or more representatives of Lovelett, Skogen & Associates, P.C. will be
present at the Annual Meeting and will be given an opportunity to make a
statement if they desire to do so and to respond to appropriate questions from
shareholders.

VOTING PROCEDURES

Votes at the Annual Meeting are counted by inspectors of election appointed
by the chairman of the meeting. If a quorum is present, an affirmative vote of
the majority of the votes entitled to be cast by those present in person or by
proxy is required for the approval of items submitted to shareholders for their
consideration unless a different number of votes is required by statute or the
Company's Articles Of Incorporation. Abstentions by those present at the Annual

Meeting are tabulated separately from affirmative and negative votes and do not
constitute affirmative votes. If a shareholder returns his or her proxy card and
withholds authority to vote on any matter, the votes represented by the proxy
card will be deemed to be present at the meeting for purposes of determining the
presence of a quorum but will not be counted as affirmative votes. Shares in the
names of brokers that are not voted are treated as not present.

SHAREHOLDER PROPOSALS;
DISCRETIONARY AUTHORITY TO VOTE PROXIES

In order to be considered for inclusion in the proxy statement and form of
proxy relating to the next annual meeting of stockholders following the end of
the Company's 2001 fiscal year, proposals by individual stockholders must be
received by the Company no later than July 20, 2001.

In addition, the proxy solicited by the Board of Directors for the 2002
annual meeting of stockholders will confer discretionary authority on any
stockholder proposal presented at that meeting unless the Company is provided
with notice of that proposal no later than December 6, 2001.

AVAILABILITY OF REPORTS ON FORM 10-KSB

UPON WRITTEN REQUEST, THE COMPANY WILL PROVIDE, WITHOUT CHARGE, A COPY OF
ITS ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED AUGUST 31, 2000 TO
ANY OF THE COMPANY'S SHAREHOLDERS OF RECORD OR TO ANY SHAREHOLDER WHO OWNS THE
COMPANY'S COMMON STOCK LISTED IN THE NAME OF A BANK OR BROKER AS NOMINEE AT THE
CLOSE OF BUSINESS ON DECEMBER 15, 2000. ANY REQUEST FOR A COPY OF THE COMPANY'S
ANNUAL REPORT ON FORM 10-KSB SHOULD BE MAILED TO THE SECRETARY, DOUBLE EAGLE
PETROLEUM AND MINING CO., P.O. BOX 766, CASPER, WYOMING 82601.

OTHER BUSINESS

The Company's management does not know of any matters to be presented at
the meeting other than those set forth in this Proxy Statement. If any other
business should come before the meeting, the persons named in the enclosed form
of proxy will vote such proxy according to their judgment on such matters.

CAROL A. OSBORNE
Corporate Secretary

* * * * *

PROXY PROXY

DOUBLE EAGLE PETROLEUM AND MINING CO.
For the Annual Meeting Of SHAREHolders
Proxy Solicited on Behalf of the Board of Directors

The undersigned hereby appoints Stephen H. Hollis and D. Steven
Degenfelder, or either of them, as proxies with full power of substitution to
vote all the shares of the undersigned with all of the powers which the
undersigned would possess if personally present at the Annual Meeting of
Stockholders of Double Eagle Petroleum And Mining Co. (the "Corporation"), to be
held at 10:00 a.m. on Thursday, January 25, 2001, at the Casper Petroleum Club,
1301 Wilkins Circle, Casper, Wyoming, or any adjournments thereof, on the
following matters:

[ X ] Please mark votes as in this example.

1. Election of Directors:

Nominees: Stephen H. Hollis, Ken M. Daraie, Thomas J. Vessels,
Beth McBride and Roy G. Cohee.

FOR ALL NOMINEES [ ]
WITHHELD FROM ALL NOMINEES [ ]
FOR ALL NOMINEES EXCEPT AS NOTED ABOVE [ ]

2. Proposal to reincorporate the Company under the laws of the State of
Maryland.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. Proposal to ratify the selection of Lovelett, Skogen & Associates, P.C.,
Certified Public Accountants, as the Company's certified independent
accountants.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

(Continued and to be signed on the reverse side)
- --------------------------------------------------------------------------------

4. In their discretion, the proxies are authorized to vote upon an adjournment
or postponement of the meeting.

[ ] YES [ ] NO [ ] ABSTAIN

5. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.

MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW [ ]

Unless contrary instructions are given, the shares represented by this
proxy will be voted in favor of Items 1, 2, 3, and 4. This proxy is solicited on
behalf of the Board Of Directors of Double Eagle Petroleum And Mining Co.

Dated:
----------------------------------

Signature:
------------------------------

Signature:
------------------------------
Signature if held jointly

(Please sign exactly as shown on your
stock certificate and on the envelope in
which this proxy was mailed. When
signing as partner, corporate officer,
attorney, executor, administrator,
trustee, guardian, etc., give full title
as such and sign your own name as well.
If stock is held jointly, each joint
owner should sign.)

EVEN IF YOU PLAN TO ATTEND THE MEETING, PLEASE VOTE, DATE,
SIGN AND RETURN THIS PROXY IN THE ACCOMPANYING ENVELOPE.

Exhibit A

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
OF
DOUBLE EAGLE PETROLEUM AND MINING CO.

I. Audit Committee Purpose

The Audit Committee is appointed by the Board of Directors of Double Eagle
Petroleum and Mining Co. (the "Company") to assist the Board in fulfilling
its oversight responsibilities. The Audit Committee's primary duties and
responsibilities are as follows:

A. Monitor the integrity of the Company's financial reporting process and
systems of internal controls regarding finance, accounting, and legal
compliance.

B. Monitor the independence and performance of the Company's independent
auditors and the performance of the Company's accounting department.

C. Provide an avenue of communication among the independent auditors,
management, the Company's accounting department, and the Board of
Directors.

D. Review the financial statements and the independent auditors' report.

E. Review areas of potential significant financial risk to the Company.

F. Monitor compliance with legal and regulatory requirements.

G. Solicit recommendations from the independent auditors regarding
internal controls and other matters.

H. Establish guidelines for the Board of Directors to review related
party transactions for potential conflicts of interest.

I. Make recommendations to the Board of Directors.

J. Perform other related tasks as requested by the Board of Directors.

The Audit Committee has the authority to conduct any investigation
appropriate to fulfilling its responsibilities, and it has direct access to
the independent auditors as well as to anyone in the organization. The
Audit Committee has the ability to retain, at the Company's expense,
special legal, accounting, or other consultants or experts it deems
necessary in the performance of its duties.

II. Audit Committee Composition and Meetings

A. Audit Committee members shall meet the requirements of NASDAQ and/or
any other quotation system or exchange on which the Company's stock is
traded.

B. Audit Committee members shall be appointed by the Board. If an Audit
Committee Chair is not designated or present, the members of the
Committee may designate a Chair by majority vote of the Committee
membership.

C. The Committee shall meet (either in person or telephonically) at least
four times annually, or more frequently as circumstances dictate. The
Committee should meet privately in executive session at least annually
with management, the Chief Financial Officer, the independent
auditors, and as a committee to discuss any matters that the Committee
or each of these groups believe should be discussed. In addition, the
Committee, or at least its Chair, should communicate with management
and the independent auditors quarterly to review the Company's
financial statements and significant findings based upon the auditors
limited review procedures.

III. Audit Committee Responsibilities and Duties

Review Procedures
-----------------

A. Review and reassess the adequacy of this Charter at least annually.
Submit the charter to the Board of Directors for approval and have the
document published at least every three years in accordance with SEC
regulations.

B. Review the Company's annual audited financial statements prior to
filing or distribution. The review should include discussion with
management and independent auditors of significant issues regarding
accounting principles, practices, and judgments.

C. In consultation with the management, the independent auditors, and the
Chief Financial Officer, consider the integrity of the Company's
financial reporting processes and controls. Discuss significant
financial risk exposures and the steps management has taken to
monitor, control, and report such exposures. Review significant
findings prepared by the independent auditors and the Company's
accounting department together with management's responses.

D. Review with management the Company's quarterly financial results prior
to the release of earnings and/or the Company's quarterly financial
statements prior to filing or distribution. Discuss any significant
changes to the Company's accounting principles and any items required
to be communicated by the independent auditors in accordance with SAS
61. The Chair of the Committee may represent the entire Audit
Committee for purposes of this review.

Independent Auditors
--------------------

A. The independent auditors are ultimately accountable to the Audit
Committee and the Board of Directors. The Audit Committee shall review
the independence and performance of the auditors and annually
recommend to the Board of Directors the appointment of the independent
auditors or approve any discharge of auditors when circumstances
warrant.

B. On an annual basis, the Committee should review and discuss with the
independent auditors all significant relationships they have with the
Company that could impair the auditors' independence.

C. Prior to releasing the year-end earnings, discuss the results of the
audit with the independent auditors. Discuss certain matters required
to be communicated to audit committees in accordance with SAS 61.

D. Consider the independent auditors' judgments about the quality and
appropriateness of the Company's accounting principles as applied in
its financial reporting.

Accounting Department and Legal Compliance
------------------------------------------

A. Review the budget, plan, changes in plan, activities, organizational
structure, and qualifications of the Company's accounting department,
as needed.

B. On at least an annual basis, review with the Company's counsel any
legal matters that could have a significant impact on the
organization's financial statements, the Company's compliance with
applicable laws and regulations, and inquiries received from
regulators or governmental agencies.

Other Audit Committee Responsibilities
--------------------------------------

A. Annually prepare a report to shareholders as required by the SEC. The
report should be included in the Company's annual proxy statement.

B. Perform any other activities consistent with this Charter, the
Company's bylaws, and governing law, as the Committee or the Board
deems necessary or appropriate.

C. Maintain minutes of meetings and periodically report to the Board of
Directors on significant results of the foregoing activities.

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