SecProbe.io

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      July 28, 2005

via U.S. Mail
Marc E. Bruner
Principal Executive Officer
Galaxy Energy Corporation
1331-17th Street, Suite 1050
Denver, Colorado
80202

Re:	Galaxy Energy Corporation
      Registration Statement on Form S-3
      File No. 333-126310
      Filed June 30, 2005

Dear Mr. Bruner:

      We have limited our review of your filing to those issues
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 information so we may better understand
your
disclosure.  After reviewing this information, we may 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 on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form S-3

General

1. In the amended registration statement, disclose that you will
file
a new registration statement to cover the resale of any shares
beyond
the amounts you include.  For example, you will need to file a new
registration statement if you will be issuing more than the number
of
shares referenced in footnote 2 on page 11.
Calculation of Registration Fee, page ii

2. We note that you are registering for resale 18,492,367 shares
issuable with respect to the convertible notes.  Please confirm
that
this number includes shares that may be issuable in lieu of cash
interest payments on the convertible debentures.  If not,  revise
the
fee table and make corresponding changes throughout the prospectus
to
indicate the total amount of shares, inclusive of interest shares,
that you intend to register.
Risk Factors, page 4

Terms of subsequent financing...page 4
3. Tailor the risk factor discussion so that you further clarify
how
the terms of financing transactions may impact shareholders.  For
example, make clear any adverse impact that could result from the
Securities Purchase Agreement entered into on May 31, 2005, which
included the granting of a perpetual overriding royalty interest
with
respect to 1% to 3% of your domestic acreage, granted rights of
first
refusal with respect to future debt and/or equity financings, and
granted the investors the right to participate in certain farm-out
financing transactions.

Selling Stockholders, page 10
4. Please identify any selling stockholders who are registered
broker-dealers or affiliates of registered broker-dealers.  If you
determine that any selling stockholder is a registered broker-
dealer,
please revise your disclosure to indicate that such selling
stockholder is an underwriter, unless such selling stockholder
received its securities as compensation for investment banking
services.  With respect to any affiliate of a registered broker-
dealer, please disclose, if true, that such selling stockholder
acquired its shares in the ordinary course of business and at the
time of the acquisition did not have any arrangements or
understandings with any person to distribute the securities.  If
not,
you must indicate that such stockholder is an underwriter.

Where You Can Find More Information, page 14

5. Please update the disclosure that appears under this heading to
reflect our new address at 100 F Street, N.E., Washington, DC
20549.

Incorporation by Reference, page 15

6. For clarification, revise to specify not only the dates of the
current reports on form 8-K and 8-K/A but also the dates such
reports
were filed.

Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  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 information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your response to our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings 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.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert this action 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 connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

	We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of an amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

	Please contact Mellissa Campbell Duru at (202) 551-3757 or
Timothy S. Levenberg, Special Counsel at (202) 551-3707 with any
other questions.

							Sincerely,

							H. Roger Schwall
							Assistant Director
cc: 	via facsimile
	Fay Matsukage, Esq.
	Dill Dill Carr Stonbraker & Hutchings, PC
	(303) 777-3823

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Mr. Bruner
Galaxy Energy Corporation
July 28, 2005
page 4

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

   DIVISION OF
CORPORATION FINANCE
MAIL STOP 7010

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