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): December 28, 2007


GALAXY ENERGY CORPORATION
(Exact name of registrant as specified in its charter)

Colorado
(State or other jurisdiction of
incorporation)
0-32237
(Commission
File Number)
98-0347827
(IRS Employer
Identification No.)


1331 – 17 th Street, Suite 730, Denver, Colorado 80202
(Address of principal executive offices)(Zip 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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨   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 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

On December 28, 2007, the registrant executed a subordinated unsecured promissory note for $600,000 in favor of Partner Marketing AG.  Interest accrues at the rate of 8% per annum and the note matures on the later of April 26, 2008 or the time at which the registrant’s senior indebtedness has been paid in full.  In connection with this loan, the registrant and the lender have submitted a subordination agreement for execution by the holders of the senior indebtedness.

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


Item 9.01                                 Financial Statements and Exhibits

Regulation
S-K Number
Document
10.1
Subordinated Unsecured Promissory Note dated December 28, 2007
10.2
Subordination Agreement dated December 28, 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
January 3, 2008
By:     /s/ Christopher S. Hardesty                
          Christopher S. Hardesty
          Senior Vice President and
          Chief Financial Officer



EXHIBIT INDEX

Regulation
S-K Number
Document
10.1
Subordinated Unsecured Promissory Note dated December 28, 2007
10.2
Subordination Agreement dated December 28, 2007

 
 

 
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