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) ~~October~~: 31December 3, 2007

GALAXY ENERGY CORPORATION

(Exact name of registrant as specified in its charter)

Colorado (State or other jurisdiction of incorporation) 10-~~32682~~32237 (Commission File Number) 98-0347827 (IRS Employer Identification No.)

1331 – 17th Street, Suite ~~1050~~730, Denver, Colorado 80202

(Address of principal executive offices) (Zip Code)

~~Registrant’s telephone number, including area code~~ (303) 293-2300

Registrant's telephone number, including area code

Not applicable

(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):

[¨ Written ~~] Written~~ communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[¨ Soliciting ~~] Soliciting~~ material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

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

Item 12.0103 ~~Entry~~Creation ~~into~~of a ~~Material~~Direct ~~Definitive~~Financial ~~Agreement~~Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

~~Galaxy~~On ~~Energy~~December ~~Corporation~~3, ~~entered~~2007, ~~into~~the anregistrant ~~October~~executed ~~2007~~a ~~Amendment~~subordinated ~~and~~unsecured ~~Agreement as~~promissory ~~to 2005~~note ~~Subordinated~~for ~~Notes~~$550,000 ~~(the~~in ~~“Amendment~~favor ~~and Agreement”) with the holders~~ of ~~subordinated~~ ~~notes~~Bruner ~~originally~~Family ~~issued~~Trust onUTD March 128, ~~2005 (the~~ ~~“Notes”)~~ 2005. ~~The~~Interest ~~Amendment~~accrues ~~and~~at ~~Agreement~~the ~~extended~~rate ~~the~~of ~~maturity~~8% ~~date~~per ofannum and the note ~~the~~matures ~~Notes~~on to the ~~earlier~~later of ~~February~~April 291, 2008 ~~and~~or the ~~date~~time asat ~~all~~which ~~amounts~~the ~~due~~registrant’s ~~thereunder~~senior ~~have~~indebtedness has been ~~fully~~ paid in full. ~~Payment~~In ofconnection ~~the~~with ~~Notes is~~this ~~subordinated~~loan, tothe ~~senior~~registrant ~~notes~~and ~~issued~~the ~~May~~lender ~~31,~~executed ~~2005,~~a ~~whose~~subordination ~~aggregate~~agreement ~~outstanding~~with ~~principal~~the holders ~~balance~~of atthe ~~October~~senior ~~31, 2007 was $12,500,000~~indebtedness.

One of the trustees of Bruner Family Trust UTD March 28, 2005 is Marc E. Bruner, the president and a director of the registrant.

Proceeds of the loan will be used to support the registrant’s operations to reduce the amounts owed under the senior indebtedness.

Item 9.01 Financial Statements and Exhibits

Regulation S-K Number	Document
10.1	~~October~~Subordinated ~~2007~~Unsecured ~~Amendment~~Promissory ~~and~~Note ~~Agreement~~dated asDecember to3, ~~2005 Subordinated Notes~~2007
10.2	Subordination Agreement dated December 3, 2007

SIGNATURES

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.

	GALAXY ENERGY CORPORATION
November 6, 2007	By: /s/ Christopher S. Hardesty
	Christopher S. Hardesty Chief Financial Officer

	GALAXY ENERGY CORPORATION
December 4, 2007	By: /s/ Christopher S. Hardesty Christopher S. Hardesty Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Regulation S-K Number	Document
10.1	~~October~~Subordinated ~~2007~~Unsecured ~~Amendment~~Promissory ~~and~~Note ~~Agreement~~dated asDecember to3, ~~2005 Subordinated Notes~~2007
10.2	Subordination Agreement dated December 3, 2007

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