AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION ON JANUARY 22, 2003

Registration No. 333-_________
================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

DOUBLE EAGLE PETROLEUM CO.
--------------------------
(Exact name of registrant as specified in its charter)

Maryland 83-02114692
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

777 Overland Trail (P.O. Box 766), Casper, Wyoming 82602
- -------------------------------------------------- -----------
(Address of Principal Executive Offices) (Zip Code)

DOUBLE EAGLE PETROLEUM CO.
2003 STOCK OPTION AND COMPENSATION PLAN,
2002 STOCK OPTION PLAN
2000 STOCK OPTION PLAN
2001 STOCK OPTION AGREEMENT
AND
2002 EMPLOYMENT AGREEMENT
----------------------------------------
(Full titles of the plans)

Stephen H. Hollis, President
Double Eagle Petroleum Co.
777 Overland Trail (P.O. Box 766)
Casper, Wyoming 82602
---------------------------------
(Name and address of agent for service)

(307) 237-9330
--------------
(Telephone number, including area code, of agent for service)

Copy to:
Alan L. Talesnick, Esq.
Francis B. Barron, Esq.
Patton Boggs LLP
1660 Lincoln Street, Suite 1900
Denver, Colorado 80264
(303) 830-1776

CALCULATION OF REGISTRATION FEE

========================== ============================= ===================== ====================== ======================
Title of securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered offering price per aggregate offering registration fee
unit price (3)
- -------------------------- ----------------------------- --------------------- ---------------------- ----------------------
Common Stock underlying
options under Stock 800,000 shares (1) $4.531(2) $4,197,722.50 $386.19
Option Plans
- -------------------------- ----------------------------- --------------------- ---------------------- ----------------------
Common Stock issuable
upon exercise of Option 20,000 shares $4.531(4) $90,620.00 $8.34
Agreement (4)
- -------------------------- ----------------------------- --------------------- ---------------------- ----------------------
Common Stock (5) 10,000 shares $6.00(3) $60,000.00 $5.52
- -------------------------- ----------------------------- --------------------- ---------------------- ----------------------
Totals 830,000 shares $4,348,342.50 $400.05
========================== ============================= ===================== ====================== ======================

(1) Consists of 300,000 shares issuable pursuant to the 2003 Stock Option And
Compensation Plan (the "2003 Plan"), 300,000 shares issuable pursuant to the
2002 Stock Option Plan (the "2002 Plan"), and 200,000 shares issuable pursuant
to the 2000 Stock Option Plan (the "2000 Plan" and, together with the 2003 Plan
and 2002 Plan, the "Plans").

(2) The amount shown is the highest exercise price per share for outstanding
options. For information concerning offering prices used to calculate the Amount
Of Registration Fee, see footnote (3) below.

(3) The Proposed Maximum Aggregate Offering Price was calculated using the
exercise price of the options previously granted for the shares underlying those
options and pursuant to Rule 457(h) using the average of the high and low
reported sales prices of the Company's common stock on the Nasdaq SmallCap Stock
Market on January 17, 2003, which is within five business days of the date of
filing (January 22, 2003) of this registration statement, for shares for which
exercise price is unknown because options representing those shares have not yet
been granted and for the 10,000 shares issued to Robert Brady (see footnote (5)
below).

(4) Consists of 20,000 shares issuable pursuant to the Stock Option Agreement
dated January 25, 2001 between the Company and Stephen H. Hollis (the "Option
Agreement").

(5) These shares were issued to Robert Brady, Vice President of Engineering and
Operations of the Company, pursuant to the terms of his Employment Agreement
dated as of May 6, 2002.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

This registration statement relates to two separate prospectuses.

Items 1 and 2 and the documents incorporated by reference pursuant to Part
II, Item 3 of this prospectus, constitutes the first prospectus relating to
offers by us and our employees of 800,000 shares of common stock to be issued
pursuant to our Option Plans and up to 20,000 shares issuable pursuant to the
Option Agreement and 10,000 shares issued pursuant to an employment agreement.
Pursuant to the requirements and Form S-8 and Rule 428, the information
specified in Part I of Form S-8 will be sent to Plan participants as specified
by Rule 428(b)(1). The second prospectus, referred to as the re-offer
prospectus, relates to the re-offer or resale of any shares which are deemed to
be "control securities" or "restricted securities" under the Securities Act.

REOFFER PROSPECTUS

DOUBLE EAGLE PETROLEUM CO.
830,000 Shares Of Common Stock

This prospectus relates to the transfer of up to 830,000 shares of common
stock of Double Eagle Petroleum Co. by the selling stockholders identified in
this prospectus. The shares have been or will be acquired by the selling
stockholders pursuant to grants of stock options under our 2000 Stock Option
Plan, 2002 Stock Option Plan and 2003 Stock Option And Compensation Plan, and
pursuant to a stock option agreement and an employment agreement.

The selling stockholders have not entered into any underwriting
arrangements. The prices for our shares may be the market prices prevailing at
the time of transfer, prices related to the prevailing market prices, or
negotiated prices. Brokerage fees or commissions may be paid by the selling
stockholders in connection with sales of our shares. We will not receive any of
the proceeds from the sale of these shares. However, we will receive proceeds
from the exercise of options to purchase shares of common stock that may be
granted under the option plans and the stock option agreement.

Our common stock is quoted on the Nasdaq SmallCap Stock Market under the
symbol "DBLE". On January 17, 2003, the closing price of the common stock was
$5.90 per share.

Investing in our shares involves certain risks. See the "RISK FACTORS"
section beginning on page 4.

Neither the Securities And Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

The date of this prospectus is January 22, 2003.

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

TABLE OF CONTENTS

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PROSPECTUS SUMMARY........................................................... 1

RISK FACTORS................................................................. 2

THE COMPANY.................................................................. 4

PROSPECTIVE SELLING STOCKHOLDERS............................................. 4

PLAN OF DISTRIBUTION......................................................... 6

DESCRIPTION OF SECURITIES.................................................... 6

LEGAL MATTERS................................................................ 6

EXPERTS...................................................................... 6

SECURITIES AND EXCHANGE COMMISSION POSITION ON CERTAIN INDEMNIFICATION....... 6

WHERE YOU CAN FIND MORE INFORMATION.......................................... 7

INCORPORATION OF INFORMATION WE FILE WITH THE SEC............................ 8

PROSPECTUS SUMMARY

The following summary highlights information contained in this prospectus.
It may not be complete and may not contain all the information that you should
consider before investing in the common stock. You should read this entire
prospectus carefully, including the "RISK FACTORS" section.

The Company We explore for, develop, produce and sell crude oil and
natural gas. We concentrate our activities in areas in which
we believe we have accumulated detailed geologic knowledge
and developed significant management experience. Our current
areas of exploration and development are focused in:

o the Moxa Arch in southwestern Wyoming
o the Powder River Basin in northeastern Wyoming
o the Washakie Basin in south central Wyoming
o the Wind River Basin in central Wyoming, and
o the Christmas Meadows area in northeastern Utah

As of August 31, 2002, we owned interests in a total of
approximately 380 gross, 22.2858 net, producing wells.

The Offering The selling stockholders may sell a total of up to 285,000
shares of common stock. The shares will be acquired by the
selling stockholders pursuant to our stock option plans, a
separate stock option agreement and an employment agreement.

The shares may be sold at market prices or other negotiated
prices. The selling stockholders have not entered into any
underwriting arrangements for the sale of the shares.

We will not receive any proceeds from the sale of common
stock by the selling stockholders. If the options are issued
to the selling stockholders and subsequently exercised, we
will use the proceeds from those exercises for general and
administrative expenses and working capital.

Company Offices Our offices are located at 777 Overland Trail (P.O. Box
766), Casper, Wyoming 82602, telephone number (307)
237-9330.

RISK FACTORS

Prospective investors should carefully consider, together with the other
information herein, the following factors that affect us.

Risk Factors

In evaluating the Company, careful consideration should be given to the
following risk factors, in addition to the other information included or
incorporated by reference in this Prospectus. Each of these risk factors could
adversely affect our business, operating results and financial condition, as
well as adversely affect the value of an investment in our common stock.

We have had operating losses in the past.

We have reported net losses for the fiscal year ended August 31, 2002 and
for other previous years. There is no assurance that our current or future
operations will be profitable.

We depend on a key employee.

We are highly dependent on the services of Stephen H. Hollis, our Chief
Executive Officer, President and Treasurer. The loss of Mr. Hollis could have a
material adverse effect on us. We do carry "key man" life insurance on Mr.
Hollis in the amount of $1,000,000.

We cannot predict the future price of oil and natural gas.

Our revenues, profitability and liquidity are substantially dependent upon
prevailing prices for oil and natural gas, which can be extremely volatile and
in recent years have been depressed by excess total domestic and imported
supplies. Prices also are affected by actions of state and local agencies, the
United States and foreign governments, and international cartels. In addition,
sales of oil and natural gas are seasonal in nature, leading to substantial
differences in cash flow at various times throughout the year. These external
factors and the volatile nature of the energy markets make it difficult to
estimate future prices of oil and natural gas. Any substantial or extended
decline in the price of oil and/or natural gas would have a material adverse
effect on our financial condition and results of operations, including reduced
cash flow and borrowing capacity. All of these factors are beyond our control.

We could be adversely impacted by changes in the oil and gas market.

The marketability of our oil and gas production depends in part upon the
availability, proximity and capacity of gas gathering systems, pipelines and
processing facilities. Federal and state regulation of oil and gas production
and transportation, general economic conditions, changes in supply and changes
in demand all could adversely affect our ability to produce and market its oil
and natural gas. If market factors were to change dramatically, the financial
impact could be substantial because we would incur expenses without receiving
revenues from the sale of production. The availability of markets is beyond our
control.

We may be unable to find additional reserves.

Our revenues depend on whether we acquire or find additional reserves.
Unless we acquire properties containing proved reserves or conduct successful
exploration and development activities, or both, our proved reserves will
decline as reserves are produced. Our planned exploration and development
projects may not result in significant additional reserves. We may be unable to
drill productive wells at low reserve replacement costs.

Our stock price may be adversely impacted by our choice of accounting method.

We use the "successful efforts" method for capitalizing costs of completed
oil and gas wells. Under the successful efforts method, only the costs
attributable to successful exploratory wells and the costs of development wells
within a producing field are reflected in property and equipment. Producing and
non-producing properties are evaluated periodically and, if conditions warrant,
an impairment allowance is provided. The impairment allowance is a one-time
charge to earnings which does not impact cash flow from operating activities,
but may result in a negative impression in the investment community and lower
stock prices.

Oil and gas operations are inherently risky.

The nature of the oil and gas business involves a variety of risks,
including the risks of operating hazards such as fires, explosions, cratering,
blow-outs, and encountering formations with abnormal pressures. The occurrence
of any of these risks could result in losses. We maintain insurance against
some, but not all, of these risks. Management believes that the level of
insurance against these risks is reasonable and is in accordance with customary
industry practices. The occurrence of a significant event, however, that is not
fully insured could have a material adverse effect on our financial position and
results of operations.

New government regulation and environmental risks could increase our costs.

The production and sale of oil and gas are subject to a variety of
federal, state and local government regulations. These include:

o the prevention of waste
o the discharge of materials into the environment
o the conservation of oil and natural gas, pollution, permits for
drilling operations, drilling bonds, reports concerning
operations
o the spacing of wells
o the unitization and pooling of properties

Many jurisdictions have at various times imposed limitations on the
production of oil and gas by restricting the rate of flow for oil and gas wells
below their actual capacity to produce. Because current regulations covering our
operations are subject to change at any time, and despite our belief that we are
in substantial compliance with applicable environmental and other government
laws and regulations, we may incur significant costs for compliance in the
future.

Our prices may be impacted adversely by new taxes.

The federal, state and local governments in which we operate impose taxes
on the oil and gas products we sell. In the past, there has been a significant
amount of discussion by legislators and presidential administrations concerning
a variety of energy tax proposals. In addition, many states have raised state
taxes on energy sources and additional increases may occur. We cannot predict
whether any of these measures would have an adverse impact on oil and natural
gas prices.

Our reserves and future net revenues may differ significantly from our
estimates.

The documents incorporated by reference into this Prospectus contain
estimates of our reserves and future net revenues. We prepared these estimates
and they were then reviewed by an independent petroleum engineer. The estimates
of reserves and future net earnings are not exact and are based on many variable
and uncertain factors; therefore, the estimates may vary substantially

depending, in part, on the assumptions made and may be subject to adjustment
either up or down in the future. The actual amounts of production, revenues,
taxes, development expenditures, operating expenses, and quantities of
recoverable oil and gas reserves to be encountered may vary substantially from
the estimated amounts. In addition, estimates of reserves also are extremely
sensitive to the market prices for oil and gas.

There is limited liquidity in our shares.

There is a limited market for our shares and an investor cannot expect to
liquidate his investment regardless of the necessity of doing so. The prices of
our shares are highly volatile. Due to the low price of the securities, many
brokerage firms may not effect transactions and may not deal with them as it may
not be economical for them to do so. This could have an adverse effect on
developing and sustaining the market for our shares securities. In addition,
there is no assurance that an investor will be in a position to borrow funds
using our shares as collateral.

THE COMPANY

We explore for, develop, produce and sell crude oil and natural gas. We
concentrate our activities in areas in which we believe we have accumulated
detailed geologic knowledge and developed significant management experience. Our
current areas of exploration and development are focused in:

As of August 31, 2002, we owned interests in a total of approximately 380
gross, 22.2858 net, producing wells.

Our common stock is traded on the Nasdaq SmallCap Market under the ticker
symbol "DBLE." On January 17, 2003, the last sale price was $5.90 per share of
common stock. Our corporate office is located at 777 Overland Trail (P.O. Box
766), Casper, Wyoming 82602. Our telephone number is (307) 237-9330 and our fax
number is (307) 266-1823.

This prospectus relates to the resale of shares which have been or may be
acquired by certain persons upon exercise of options that were granted under our
stock option plans, a separate stock option agreement and an employment
agreement.

PROSPECTIVE SELLING STOCKHOLDERS

There are an aggregate of 830,000 shares of common stock reserved for
issuance under the option plans, a separate stock option agreement and an
employment agreement. The shares are covered by the registration statement on
Form S-8, of which this prospectus is a part, which was filed with the SEC.

The 830,000 shares of common stock, the resales of which are covered by
this prospectus, consist of shares that have been or may be acquired by key
employees and persons upon the exercise of options granted under the option
plans, a separate stock option agreement and an employment agreement.

The following table sets forth the name and position of each prospective
selling stockholder, the number of our shares of the common stock owned as of
the date of this prospectus (including shares which may be acquired pursuant to
the exercise of outstanding options), and the number of shares and the
percentage owned assuming the sale of all the shares covered by this prospectus.

After Offering
- --------------------------------------------------------------------------------------------------
Number Of
Number Of Shares Shares
Owned Prior To Covered By Number Of
Name Position Offering Prospectus Shares Percent
- --------------------------------------------------------------------------------------------------

Stephen H. Hollis (1) Chief Executive 721,200(1) 125,000 596,200 9.0%
2037 S. Poplar Officer, President,
Casper, Wyoming 82601 Treasurer, and
Director

D. Steven Degenfelder Vice President 150,463(2) 100,000 50,463 *

Carol A. Osborne Secretary 71,042(3) 50,000 21,042 *

Robert Brady Vice President of 10,600(4) 10,000 600 *
Engineering and
Operations
Total 285,000
- --------------------------------------------------------------------------------------------------
- ---------------

*Less than one percent.

(1) Includes options held by Mr. Hollis purchase 50,000 shares for $3.09375 per
share that expire January 26, 2003 (including 30,000 shares underlying
options issued under the 2000 Plan and 20,000 shares underlying the Option
Agreement), options issued under the 2000 Plan to purchase 50,000 shares
for $4.531 per share that expire January 25, 2004 and options issued under
the 2002 Plan to purchase 25,000 shares for $3.80 per share that expire on
January 24, 2005. In addition to 246,200 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) Consists of 50,463 shares, options under the 2000 Plan to purchase 40,000
shares for $3.09375 per share until January 26, 2003, options under the
2000 Plan to purchase 40,000 shares for $4.531 per share until January 25,
2004 and options under the 2002 Plan to purchase 20,000 shares for $3.80
per share until January 24, 2005

(3) Consists of 21,042 shares, options under the 2000 Plan to purchase 20,000
shares for $3.09375 per share until January 26, 2003, options under the
2000 Plan to purchase 20,000 shares for $4.531 per share until January 25,
2004 and options under the 2002 Plan to purchase 10,000 shares for $3.80
per share until January 24, 2005

(4) Includes 10,000 restricted shares of common stock issued to Mr. Brady
pursuant to his Employment Agreement.

PLAN OF DISTRIBUTION

The 830,000 shares covered by this prospectus will be offered, if at all,
by certain of our stockholders, and not by us. If any of these shares are sold
by a prospective selling stockholder, they will be sold on behalf of that person
and it is anticipated that the shares may be offered pursuant to direct sales to
private persons and in open market transactions. The prospective selling
stockholders may offer the shares to or through registered broker-dealers who
will be paid standard commissions or discounts by the prospective selling
stockholders. The prospective selling stockholders have not informed us of any
agreements with brokers to sell any or all of the shares which may be offered
under this prospectus.

Of the 830,000 shares which may be offered pursuant to this prospectus,
275,000 underlie options that currently are outstanding. If the options to
acquire all 275,000 shares are exercised, we will receive proceeds of
$1,047,722.50, which proceeds will be added to our working capital.

DESCRIPTION OF SECURITIES

Our authorized capital consists of 10,000,000 shares of $.01 par value
common stock. There were 6,501,518 shares of common stock issued and outstanding
as of November 15, 2002. Each share of our outstanding common stock is entitled
to share equally with each other share of common stock in dividends from legally
available sources, when, as, and if declared by our Board and, upon liquidation
or dissolution, whether voluntary or involuntary, to share equally in our assets
that are available for distribution to the holders of the common stock. Each
holder of common stock is entitled to one vote per share for all purposes,
except that in the election of directors, each holder shall have the right to
vote such number of shares for as many persons as there are directors to be
elected. Cumulative voting shall not be allowed in the election of directors or
for any other purpose, and the holders of common stock have no preemptive
rights, redemption rights or rights of conversion with respect to the common
stock. All outstanding shares of common stock and all shares underlying the
warrants when issued will be fully paid and nonassessable by us. Our Board is
authorized to issue additional shares of common stock within the limits
authorized by our articles of incorporation and without stockholder action.

LEGAL MATTERS

Patton Boggs LLP, Denver, Colorado, has acted as our counsel in connection
with this offering and has rendered an opinion concerning the validity of our
shares offered by this prospectus. Attorneys employed at this law firm
beneficially own approximately 35,000 shares of the our common stock.

EXPERTS

The audited financial statements of Double Eagle Petroleum Co. appearing in
our Annual Report on Form 10-KSB for the year ended August 31, 2002 have been
examined by Lovelett, Skogen & Associates P.C., independent auditors, as set
forth in their report included in the Annual Report and incorporated in this
prospectus by reference. Those financial statements are incorporated into this
prospectus by reference in reliance upon the report of the accountants included
with the financial statements and upon the authority of the accountants as
experts in auditing and accounting.

SECURITIES AND EXCHANGE COMMISSION POSITION ON CERTAIN INDEMNIFICATION

The General Corporation Law of the State of Maryland (the "Maryland Code")
provides for mandatory indemnification against reasonable expenses incurred by
directors and officers of a corporation in connection with an action, suit or
proceeding brought by reason of their position as a director or officer if they
are successful, on the merits or otherwise, in defense of the proceeding. The

Maryland Code also allows a corporation to indemnify directors or officers in
such proceedings if the director or officer acted in good faith, in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, in the case of a criminal proceeding, he had no reasonable
cause to believe that his conduct was unlawful.

The Maryland Code permits a corporation to expand the rights to
indemnification by a provision in its bylaws, by an agreement, by resolution of
shareholders or directors not involved in the proceeding, or otherwise. However,
a 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 of officer
is adjudged to be liable to the corporation. Our Bylaws provide that we are
required to indemnify our directors and officers to the fullest extent permitted
by law, including those circumstances in which indemnification would otherwise
be discretionary.

In addition to the general indemnification described above, we have
adopted, in our articles of incorporation, a provision under the Maryland Code
that eliminates and limits certain personal liability of directors and officers
for monetary damages for breaches of the fiduciary duty of care.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, we have been informed that, in the opinion
of the SEC, that indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.

WHERE YOU CAN FIND MORE INFORMATION

This prospectus constitutes a part of a registration statement on Form S-8
we filed with the SEC under the Securities Act. This prospectus does not contain
all the information set forth in the registration statement and exhibits
thereto, and statements included in this prospectus as to the content of any
contract or other document referred to are not necessarily complete. For further
information, please review the registration statement and the exhibits and
schedules filed with the registration statement.

In each instance where a statement contained in this prospectus regards the
contents of any contract or other document filed as an exhibit to the
registration statement, you shall review the copy of that contract or other
document filed as an exhibit to the registration statement for complete
information. Those statements are furnished in all respects by this reference.

We are subject to the informational requirements of the Exchange Act; and
files reports, proxy statements and other information with the SEC in accordance
with the Exchange Act. These reports, proxy statements and other information can
be inspected and copied at the public reference facilities maintained by the SEC
at 450 Fifth Street, N.W., Washington, D.C. 20549. In addition, these materials
filed electronically by the Company with the SEC are available at the SEC's
World Wide Web site at http://www.sec.gov. The SEC's World Wide Web site
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC. Information about the
operation of the SEC's public reference facilities may be obtained by calling
the SEC at 1-800-SEC-0330.

INCORPORATION OF INFORMATION WE FILE WITH THE SEC

The SEC allows us to "incorporate by reference" the information we file
with them, which means: incorporated documents are considered part of this
prospectus; we can disclose important information to you by referring to those
documents; and information we file with the Securities And Exchange Commission
will automatically update and supersede this incorporated information.

We incorporate by reference the documents listed below, which were filed
with the SEC under the Exchange Act:

o Our Annual Report on Form 10-KSB for the year ended August 31, 2002;

o Our Quarterly Report on Form 10-QSB for the quarter ended November 30,
2002;

o Our Proxy Statement dated January 7, 2003 concerning our Annual
Meeting of Shareholders to be held on January 27, 2003; and

o Any reports filed under Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of this prospectus and prior to
the termination of the offering made under this prospectus.

We will provide without charge to each person to whom a copy of this
prospectus has been delivered, upon request, a copy of any or all of the
documents referred to above that have been or may be incorporated in this
prospectus by reference. Requests for copies should be directed to Stephen H.
Hollis, President, Double Eagle Petroleum Co., 777 Overland Trail (P.O. Box
766), Casper, Wyoming 82602, telephone (307) 237-9330.

PART II

INFORMATION REQUIRED IN THE PROSPECTUS

Item 3. Incorporation Of Documents By Reference.
- ------------------------------------------------

The documents listed in (a) through (e) below are incorporated by reference
in this prospectus. All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in the registration statement and to be part
thereof from the date of the filing of such documents.

(a) Our Annual Report on Form 10-KSB for the year ended August 31, 2002;

(b) Our Quarterly Report on Form 10-QSB for the quarter ended November 30,
2002;

(c) Our Proxy Statement dated January 7, 2003 concerning our Annual
Meeting of Shareholders to be held on January 27, 2003; and

(d) Any reports filed under Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of this prospectus and prior to
the termination of the offering made under this prospectus.

Item 4. Description Of Securities.
- ----------------------------------

Item 5. Interest Of Named Experts And Counsel.
- ----------------------------------------------

Not Applicable.

Item 6. Indemnification Of Officers And Directors.
- --------------------------------------------------

Section 2-418 of the General Corporation Law of the State of Maryland (the
"Maryland Code") provides for mandatory indemnification against reasonable
expenses incurred by directors and officers of a corporation in connection with
an action, suit or proceeding brought by reason of their position as a director
or officer if they are successful, on the merits or otherwise, in defense of the
proceeding. In addition, a corporation may indemnify directors or officers in
such proceedings if the director or officer acted in good faith, in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, in the case of a criminal proceeding, he had no reasonable
cause to believe that his conduct was unlawful.

II-1

The Maryland Code also permits a corporation to expand the rights to
indemnification by a provision in its bylaws, by an agreement, by resolution of
shareholders or directors not involved in the proceeding, or otherwise. However,
a 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 of officer
is adjudged to be liable to the corporation.

The Company's Bylaws provide that 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. The
Company also has adopted, in its Articles of Incorporation, a provision under
Section 2-405.2 of the Maryland Code that eliminates and limits certain personal
liability of directors and officers for monetary damages for breaches of the
fiduciary duty of care.

Item 7. Exemption From Registration Claimed.
- --------------------------------------------

Not Applicable.

Item 8. Exhibits.
- -----------------

4.1 Double Eagle Petroleum Co. 2003 Stock Option and Compensation Plan.
(1)

4.2 Double Eagle Petroleum Co. 2002 Stock Option Plan. (2)

4.3 Double Eagle Petroleum Co. 2000 Stock Option Plan. (3)

5.1 Opinion of Patton Boggs LLP concerning the legality of the securities
being registered.

10.1 Stock Option Agreement dated January 25, 2001 between the Company and
Stephen H. Hollis.

10.2 Employment Agreement dated May 6, 2002 between the Company and Robert
Brady.

23.1 Consent of Patton Boggs LLP (included in Opinion in Exhibit 5.1).

23.2 Consent of Lovelett, Skogen & Associates P.C.

24.1 Power of Attorney (included in Part II of this registration statement
under the caption "Signature").

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

(1) Incorporated by reference from our Proxy Statement on Schedule 14A filed
with the SEC on January 9, 2003.
(2) Incorporated by reference from our Proxy Statement on Schedule 14A filed
with the SEC on December 14, 2001.
(3) Incorporated by reference from our Proxy Statement on Schedule 14A filed
with the SEC on December 20, 1999.

II-2

Item 9. Undertakings.
- ---------------------

(a) The undersigned Company undertakes:

1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;

(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement;

(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Company
pursuant to Section 13 or Section 15(d) of the Exchange Act and are
incorporated by reference to the registration statement.

2. That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

3. To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.

(b) For purposes of determining any liability under the Securities Act, each
filing of the Company's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c) Insofar as indemnification for liabilities arising out of the Securities Act
may be permitted to directors, officers and controlling persons of Company
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liability (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act, we certify that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-8 and has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Denver,
State of Colorado, on the 21st day of January, 2003.

DOUBLE EAGLE PETROLEUM CO.

By: /s/ Stephen H. Hollis
------------------------------
Stephen H. Hollis, President

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned officers and directors
of the Registrant, by virtue of their signatures to this to the registration
statement appearing below, hereby constitute and appoint Stephen H. Hollis, with
full power of substitution, as attorney-in-fact in their names, place and stead
to execute any and all amendments to this registration statement in the
capacities set forth opposite their name and hereby ratify all that said
attorney-in-fact or his substitutes may do by virtue hereof.

Pursuant to the requirements of the Securities Act, as amended, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.

Signature Title Date
- --------- ----- ----

/s/ Stephen H. Hollis Chairman of the Board, Chief January 21, 2003
- --------------------- Executive Officer, President,
Stephen H. Hollis Treasurer, and Director
(Principal Executive Officer
and Principal Financial and
Accounting Officer)

/s/ Roy G. Cohee Director January 21, 2003
- ----------------
Roy G. Cohee

/s/ Ken M. Daraie Director January 21, 2003
- -----------------
Ken M. Daraie

Director January __, 2003
- ----------------
Beth McBride

/s/ Thomas A. Prendergast Director January 21, 2003
- -------------------------
Thomas A. Prendergast

Director January __, 2003
- ----------------------
Thomas J. Vessels

Exhibit Index