                                       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): DecemberSeptember 263, 20032004


                            EAGLE EXPLORATION COMPANY
                  ---------------------------------------------
             (Exact name of registrant as specified in its charter)


                                    Colorado
                 (State or Other Jurisdiction of Incorporation)


           0-9458                                                                            84-0804143
-------------------------------                       -------------------------------------
   (Commission File Number)                                (I.R.S. Employer Identification   No.)



                            1801 Broadway, Suite 810
                             Denver, Colorado 80202
                    (Address of principal executive offices)



                                 (303) 296-3677
                             ----------------------------------------------------
              (Registrant's telephone number, including area code)



                                       N/A
             ------------------------------------------------------
          (Former Name or Former Address, if Changes Since Last Report)



Check the appropriate  box 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 51.           Other02.  Termination Eventsof a Material Definitive Agreement.
---------

     As reported  in its Annual  Report on Form 10-KSB for the fiscal year ended
March 31, 2002, Eagle  Development  Company,  a wholly owned subsidiary of Eagle
Exploration  Company (the "Company")  owns a 25% membership  interest in, and is
co-manager of, Buffalo  Highlands,  LLC, a Colorado  limited  liability  company
formed on August 20, 2001 ("the LLC").  The LLC owns an option ("First  Option")
to  purchase  approximately  320  acres of  undeveloped  land in  Adams  County,
Colorado, immediately north of Denver, Colorado.

     The First Option  provided  for a $25,000  earnest  money  payment and five
$200,000  option  payments  from the LLC to the  landowners.  The first of these
payments was made in August of 2001,  the second  payment was made on August 20,
2002,  the third  payment was made on January 15, 2003,  the fourth  payment was
made by thea homebuilder   through the escrow   described below on January 15, 2004
and and
the remaining  payment is due December 31, 2004.   The First Option period can
be be
extended   thereafter under certain   conditions   through December 31, 2008 by the
payment  each six months of $100,000  plus  interest.  All option  payments  are
non-refundable. The earnest money and all options payments may be applied toward
the $5,000,000 purchase price of the land if the First Option is exercised.  The
LLC may be required to obtain  relevant  relinquishment  agreements,  quit claim
deeds,  surface use agreements or long term development leases and the landowner
is required to reimburse  the LLC by reducing  the purchase  price at closing by
the LLC's  cost of  acquiring  the  foregoing  by an amount  up to  $100,000  or
reimburse  the LLC that same  amount in the event the LLC elects not to exercise
the First Option.

     It is the intent of the LLC to improve the property by obtaining the proper
entitlements  for  single  and multi  family  use.  The LLC plans to rezone  the
property,  plat the  property  for  high-density  residential  use, and sell the
property prior to the expiration date of the First Option.

     In  accordance  with its plan,  the LLC  entered  into an option  agreement
("Second   Option") with an unaffiliated   national  homebuilder.  The homebuilder
notified  the LLC of its intent to proceed  under the Second  Option on December
26,  2003.  The  Second  Option  
essentially  assignsassigned  the   First  Option to the
  homebuilder,   and  required requires the 
homebuilder,   to the   extent   it continues  continued,   to   escrow
  with a   title   company 
semi-annual  payments in the amount of $234,000,  which mayamount was  subsequently
beamended appliedto  $134,000  at the time the second  option  payment was due and may be
applied  to its   purchase  price,  as  consideration  for   the  assignment.  The
homebuilder  must also agreed to pay the   remaining  option payments   payment  under the First Option
Option and pay all entitlement,   zoning and development costs. If the necessary permits
and
     On approvalsSeptember are3, acquired2004,   the homebuilder  notified has the rightLLC tothat purchaseit ahad minimumelected
ofto terminate  approximately   600  lots  (platting  will  determine  the  ultimate  number
available) on a portion of the propertySecond  encompassing  approximately  200Option ofand the
totalall of 320 acres.other  The homebuilderagreements  willbetween be required to pay to the LLC $19parties,500
per lot. The remaining parcel ofincluding  approximatelyan  120agreement  with acres will be reassigned by
the  homebuilderproject  consultants  whose towork the LLC which intends to donatedate the 120 acres to the city inwas
exchangeassigned for park fee credits to be purchased by the homebuilder from the LLC at
the.  time  building  permits  are  obtained  forThis eachwork  residencecompleted  at the rate of
approximately  $2,000 per unit. As additionalengineering  considerationand for the parcel, theplanning  with
homebuilderrespect  agreed to assignthe  on-siteproperty  improvementsnecessary  and off-site  improvements
pertaining to submit the projectPUD to azone  metropolitandocument  district,  formedfor by the LLC, withcity
instructionsapproval.  thatThe the LLC will beunderstands  entitled to any  payments or  reimbursements
made to the district.

     Duringcity thestaff option period, which can be extended under certain circumstances
to December  31,  2008,  the  homebuilder  has the right to exerciserecommended  theapproval Secondof this
Optiondocument asfor toa 40%planning ofcommission thehearing approximatelyscheduled 600for lotsSeptember thereby8, exercising2004 and paying thea
fullcity amountcouncil duehearing underscheduled thefor FirstNovember Option1, 2004.  

     The homebuilder  mustalso thenagreed reassignto the
remainingrelease  portions$168,000,  which ofwas thebeing landheld in
escrow to the LLC. The homebuilder  willLLC haveintends the right
to  acquire  approximately  180 lots  fromproceed with the LLC at a secondscheduled  closinghearings,  and an
optionsubject to acquire the remaining 180 lots at a third and final closing.

     Subjectzoning  to  regulatory  approvals  and  possible  extensions,   and  other
conditions,  theapproval first  closing  underpay the Second Option may occur no later than
January 25$200,000 2005.  Theoption secondpayment closingdue mayin beDecember scheduled no earlier than one year,2004
norand laterbegin thannegotiations twowith yearsother thereafter.homebuilders Thewho finalhave closingexpressed mayan beinterest scheduled no laterin
than the  earlier  of two years  after the  second  closing or 21 days after the
homebuilder has sold 105 of the lots acquired on the second closingproperty.

     There   can be no   assurance  that the  homebuilder   LLC will be   successful   in
 obtaining  all all
of the many   local,   county   and   state   approvals,  permits   and
 licenses required to 
commence   development   of the land subject to the optionsoption.   In
 addition,  the  homebuilder   LLC
faces risks   outside its control,  including,  city
 approval of final plat,  title title
defects,  inability to obtain   adequate water and
 sanitation   facilities,  general 
economic   conditions,  changes in interest   rates
and and  infrastructure   problems.  Further in the event the LLC is unable to obtain a
final plat from the city and or adequate water and sanitation facilities are not
availableFinally,  the LLC is  obligated to reimburse  the  homebuilder  for its option
payments.  Hence,  there   can be no   assurance that the homebuilder  will exercise
any of its rights under the Second Option or, in such event,  that the LLC could
thencan find  other  parties  to  
develop   the   property   within   the time   periods
 remaining under the First Option.


Item 79.           Financial Statements and Exhibits.
------

      (a)   Financial Statements:  Not applicable

      (b)   Pro Forma Financial Statements:  Not applicable.

      (c)   Exhibits:  None

            No.      Description
            ---      -----------

            10.1     Agreement to Assign Option Agreement and Option Agreement



                                    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.


                                    EAGLE EXPLORATION COMPANY



Date:  JanuarySeptember 159, 2004                         By:   /s/ Raymond N. Joeckel
                                         Raymond N. Joeckel
                                         President



                                EXHIBIT INDEX


No.         Description
                                        ---         -------------------

10                                        Raymond N.1        Agreement to Assign Option Agreement and Option AgreementJoeckel
                                        President
Filing Compare · EAGLE EXPLORATION CO
