Mail Stop 7010

                  November 23, 2005



David C. Milholm
Double Eagle Petroleum Co.
Chief Financial Officer
777 Overland Trail
Casper, Wyoming 82601

      Re:	Double Eagle Petroleum Co.
		Form 10-KSB for the Year Ended December 31, 2004
		Filed on March 31, 2005
		Form 10-QSB for the Quarterly Period Ended September 30,
2005
      File number 0-06529

Dear Mr. Milholm:

      We have reviewed your filings and have the following
comments.
We have limited our review of your filings to those issues we have
addressed in our comments. Where indicated, we think you should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.


Form 10-KSB for the Year Ended December 31, 2004

Reserve Replacement Costs, page 10

1. We note you choose to disclose your finding and development
cost
per unit. Please expand your disclosure to include the following
information:

* Describe how the ratio is calculated.
* Identify the status of the proved reserves that have been added
(e.g., proved developed vs. proved undeveloped).
* Identify the reasons why proved reserves were added.
* Disclose how management uses this measure.
* Disclose the limitations of this measure.
* Indicate whether the finding and development cost per unit
measure
is comparable to other like measures disclosed by other companies.
Form 10-QSB for the Quarterly Period Ended September 30, 2005

New Accounting Pronouncements, page 15

2. You stated the adoption of FSP 19-1 had no impact on your
financial statements. Please tell us how the additional disclosure
requirement with respect to capitalized exploratory well costs
applies to you and why you believe such requirement has no impact
on
your financial statements.

		As appropriate, please amend your filing and respond to
these comments within 10 business days or tell us when you will
provide us with a response.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Yong Choi at (202) 551-3758 if you have
questions regarding comments on the financial statements and
related
matters.  Please contact me at (202) 551-3684 with any other
questions.

Sincerely,


April Sifford
Branch Chief

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David C. Milholm
Double Eagle Petroleum Co.
November 23, 2005
Page 1




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE