8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 5, 2007 (July 1, 2007)

Double Eagle Petroleum Co.

(Exact name of registrant as specified in its charter)

Maryland	000-06529	83-0214692
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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

Registrant’s telephone number, including area code (307) 237-9330

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01 Entry Into a Material Definitive Agreement.
	Item 3.03 Material Modification to Rights of Security Holders.
	Item 7.01. Regulation FD Disclosure.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURE
INDEX TO EXHIBITS
Amendment to Debt Modification Agreement
Press Release

Item 1.01 Entry Into a Material Definitive Agreement.

Effective July 1, 2007, Double Eagle Petroleum Co. (the “Company”) entered into a Debt Modification Agreement with American National Bank (the “Modification”) that modifies the parties Commercial Loan Agreement, dated January 3, 2007. The Modification increases the Company’s initial borrowing base on its $50,000,000 line of credit from $25,000,000 to $35,000,000. The Modification also changes certain financial covenants, including the covenant that the Company maintain a balance in stockholders’ equity of $22,500,000, which is now increased to $27,500,000. The Modification is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.03 Material Modification to Rights of Security Holders.

Upon issuance of the Company’s 9.25% Series A Cumulative Preferred Stock (“Series A Preferred Stock”) on July 5, 2007, the ability of the Company to declare or pay cash dividends or other distributions on its common stock will be subject to certain restrictions in the event that the Company fails to pay dividends on its Series A Preferred Stock. These restrictions are set forth in the Articles Supplementary establishing the terms of the Series A Preferred Stock, a copy of which is listed as Exhibits 3.1 and 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On July 5, 2007, the Company announced, in the press release furnished with this Current Report on Form 8-K as Exhibit 99.1, that it has closed its offering of 1,610,000 shares of the Company’s Series A Preferred Stock.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing.

Item 9.01. Financial Statements and Exhibits.

3.1, 4.1	Articles Supplementary, filed with the Maryland Department of Assessments and Taxation on June 29, 2007 (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 29, 2007).
10.1	Amendment to Debt Modification Agreement, dated as of July 1, 2007.
99.1	Press Release dated July 5, 2007.

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 5, 2007	DOUBLE EAGLE PETROLEUM CO.
	By:	/s/ Stephen Hollis
		Stephen Hollis, Chief Executive Officer

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INDEX TO EXHIBITS

Exhibit No.	Description
3.1, 4.1	Articles Supplementary, filed with the Maryland Department of Assessments and Taxation on June 29, 2007 (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 29, 2007).
10.1	Amendment to Debt Modification Agreement, dated as of July 1, 2007.
99.1	Press Release dated July 5, 2007.

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EX-10.1

Exhibit 10.1

	LOAN NUMBER	ACCT. NUMBER	AGREEMENT DATE	CREDIT LIMIT	MATURITY DATE
PRIOR
OBLIGATION	7200001800	103476	01/03/00	$25,000,000.00	07/31/10
INFORMATION

	LOAN NUMBER	ACCT. NUMBER	MODIFICATION DATE	CREDIT LIMIT
	7200001800	103476	07/01/07	$35,000,000.00
AMENDED
OBLIGATION	MATURITY DATE	INDEX (w/margin)	INTEREST RATE	INITIALS
INFORMATION
	07/31/10	Wall Street Journal Prime minus 1.125%	7.125%	DJ
Creditor Use Only

DEBT MODIFICATION AGREEMENT

DATE AND PARTIES. The date of this Debt Modification Agreement (Modification) is July 1, 2007. The parties and their addresses are:

LENDER:
	AMERICAN NATIONAL BANK
	400 EAST 1ST STREET SUITE 110
	CASPER, Wyoming 82601
	Telephone: (307) 234-5300
BORROWER:
	DOUBLE EAGLE PETROLEUM CO.
	a Maryland Corporation
	777 OVERLAND TRAIL
	CASPER, Wyoming 82602

1. DEFINITIONS. In this Modification, these terms have the following meanings:

A. Pronouns. The pronouns “I,” “me,” and “my” refer to each Borrower signing this Modification, individually and together with their heirs, executors, administrators, successors, and assigns. “You” and “your” refer to the Lender, with its participants or syndicators, successors and assigns, or any person or entity that acquires an interest in the Modification or the Prior Obligation.

B. Amended Obligation. Amended Obligation is the resulting agreement that is created when the Modification amends the Prior Obligation. It is described above in the AMENDED OBLIGATION INFORMATION section.

C. Loan. Loan refers to this transaction generally. It includes the obligations and duties arising from the terms of all documents prepared or submitted in association with the Prior Obligation and this modification, such as applications, security agreements, disclosures, notes, agreements, and this Modification.

D. Modification. Modification refers to this Debt Modification Agreement.

E. Prior Obligation. Prior Obligation refers to my existing agreement described above in the PRIOR OBLIGATION INFORMATION section, and any previous extensions, renewals, modifications or substitutions of it.

2. BACKGROUND You and I have previously entered into a Prior Obligation. As of the date of this Modification, the outstanding, unpaid balance of the Prior Obligation is $16,958,299.02. Conditions have changed since the execution of the Prior Obligation instruments. In response, and for value received, you and I agree to modify the terms of the Prior Obligation, as provided for in this Modification.

3. TERMS. The Prior Obligation is modified as follows:

4. CONTINUATION OF TERMS. Except as specifically amended by this Modification, all of the terms of the Prior Obligation shall remain in full force and effect.

5. WAIVER I waive all claims, defenses, setoffs, or counterclaims relating to the Prior Obligation, or any document securing the Prior Obligation, that I may have. Any party to the Prior Obligation that does not sign this Modification, shall remain liable under the terms of the Prior Obligation unless released in writing by you.

6. REASON(S) FOR MODIFICATION. THIS DEBT MODIFICATION IS TO AMEND THE COVENANT LISTED ON THE COMMERCIAL LOAN AGREEMENT AMENDMENT. THIS IS A REVOLVING LINE OF CREDIT WITH A CREDIT LIMIT OF $35,000,000.00.

7. ADDITIONAL TERMS. THIS DEBT MODIFICATION AGREEMENT IS A CONTINUATION AND SUBSTITUTION OF THAT PROMISSORY NOTE DATED JANUARY 3, 2000 AND ANY AMENDMENTS AND MODIFICATIONS THERETO AND REPRESENTS A CONTINUATION OF THE INDEBTEDNESS EVIDENCED THEREBY. LOAN BALANCES REFERRED TO IN THIS AGREEMENT MAY BE THE BALANCES IN EFFECT AS OF THE DATE THIS AGREEMENT WAS PREPARED. ALL TERMS AND CONDITIONS, EXCEPT AS SPECIFICALLY MODIFIED HEREIN, OF THE PRIOR OBLIGATIONS ARE HEREBY RATIFIED AND CONFIRMED. CONSENT BY LENDER TO THIS MODIFICATION DOES NOT WAIVE LENDER’S RIGHT TO REQUIRE STRICT PERFORMANCE OF THE PRIOR OBLIGATIONS, AS MODIFIED, NOR OBLIGATE LENDER TO MAKE ANY FUTURE MODIFICATIONS. BORROWER AFFIRMS THAT THE LENDER HAS FULLY PERFORMED ITS OBLIGATIONS IN REGARD TO THE INDEBTEDNESS HEREBY BEING MODIFIED, AND THAT BORROWER HAS NO DEFENSES OR RIGHT OF OFFSET AGAINST PAYMENTS OTHERWISE DUE.

8. SIGNATURES. By signing, I agree to the terms contained in this Modification. I also acknowledge receipt of a copy of this Modification.

COMMERCIAL LOAN AGREEMENT AMENDMENT

DATE AND PARTIES. The date of this COMMERCIAL LOAN AGREEMENT AMENDMENT (AMENDMENT) is JULY 1, 2007. The parties and their addresses are as follows:

BORROWER:
	DOUBLE EAGLE PETROLEUM CO.
	a Maryland Corporation
	777 OVERLAND TRAIL
	CASPER, Wyoming 82602
LENDER:
	AMERICAN NATIONAL BANK
	400 EAST 1ST STREET SUITE 110
	CASPER, Wyoming 82601
	Telephone: (307) 234-5300

Whereas, LENDER and all parties constituting BORROWER executed COMMERCIAL LOAN AGREEMENT, DATED JANUARY 3, 2000 (AGREEMENT).

Whereas, BORROWER and LENDER hereto desire to amend the AGREEMENT.

Now, therefore, in consideration of the AGREEMENT, and their mutual covenants herein, BORROWER and LENDER agree as follows:

1. Terms, which are typed herein as all capitalized words and are not defined herein shall have the same meanings as when described in the AGREEMENT.

2. AMENDMENT TO COVENANT “STOCKHOLDER EQUITY WILL NOT DROP BELOW $27,500,000.00 - - INCREASED FROM $22,500,000.00.

3. BORROWER certifies by its execution hereof that all of the representations and warranties set forth in the AGREEMENT are true as of this date, and that no EVENT OF DEFAULT under the AGREEMENT, and no event which, with the giving of notice or passage of time or both, would become such an EVENT OF DEFAULT, has occurred as of execution hereof, except as disclosed to LENDER.

4. Except as herein amended, the AGREEMENT continues to be the valid, binding obligation of BORROWER.

All terms and conditions of the AGREEMENT not affected or amended by this AMENDMENT are hereby ratified and confirmed.

IN WITNESS WHEREOF, this AMENDMENT has been executed by the parties hereto on the day and year first above written.

EX-99.1

Exhibit 99.1

Double Eagle Petroleum Company

P. O. Box 766 · Casper, WY 82602 · 1-307-237-9330 · Fax: 1-307-266-1823

FOR RELEASE AT 1:00 PM, EDT
Date: July 5, 2007

Double Eagle Petroleum Announces Closing of Offering of 9.25% Series A Cumulative Preferred Stock

Casper, Wyo., July 5, 2007/PRNewswire-FirstCall/ — Double Eagle Petroleum Co. (NASDAQ: DBLE) (“Double Eagle” or the “Company”), an oil and gas exploration and development company, announced today that it has closed the previously announced sale of 1,400,000 shares of its 9.25% Series A Cumulative Preferred Stock (“Series A Preferred Stock”) at $25.00 per share. In addition, on July 2, 2007, Ferris, Baker Watts, Incorporated, the sole underwriter for the offering, notified the Company that it would be exercising its over-allotment option for an additional 210,000 shares of the Series A Preferred Stock, making the total offering size $40,250,000. The Series A Preferred Stock began trading on The NASDAQ Capital Market on July 3, 2007 under the symbol “DBLEP.”

Proceeds from the offering will be approximately $38,000,000, after deducting the underwriting discounts and commissions and offering expenses. Double Eagle plans to use the net proceeds to reduce indebtedness under its revolving bank facility (which will permit additional borrowings in the future), to fund drilling and development of its Atlantic Rim properties when and if those properties become available for development, to fund further development of its Pinedale and other properties, to undertake potential acquisitions and for other general corporate purposes.

Copies of the final prospectus supplement and the accompanying prospectus relating to the offering may be obtained from Ferris, Baker Watts, Incorporated at 100 Light Street, Baltimore, Maryland 21202.

About Double Eagle

Founded in 1972, Double Eagle Petroleum Co. explores for, develops, and sells natural gas and crude oil, with natural gas constituting more than 95% of its production and reserves. The Company’s current development activities are in its Atlantic Rim coal bed methane play and in the Pinedale Anticline in Wyoming. Its current exploration activities involve properties in southwestern Wyoming and other Rocky Mountain States.

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This release may contain forward-looking statements regarding Double Eagle Petroleum Co.’s future and expected performance based on assumptions that the Company believes are reasonable. No assurances can be given that these statements will prove to be accurate. A number of risks and uncertainties could cause actual results to differ materially from

these statements, including, without limitation, decreases in prices for natural gas and crude oil, unexpected decreases in gas and oil production, the timeliness, costs and results of development and exploration activities, unanticipated delays and costs resulting from regulatory compliance, and other risk factors described from time to time in the Company’s Forms 10-K and 10-Q and other reports filed with the Securities and Exchange Commission. Double Eagle undertakes no obligation to publicly update these forward-looking statements, whether as result of new information, future events or otherwise.

Company Contact:
John Campbell, Investor Relations
(303) 794-8445
www.dble.us