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 14, 2005


                           CONTANGO OIL & GAS COMPANY
             (Exact Name of Registrant as Specified in Its Charter)

          DELAWARE                    001-16317             95-4079863
(State or other jurisdiction         (Commission           (IRS Employer
      of incorporation)              File Number)        Identification No.)


                        3700 BUFFALO SPEEDWAY, SUITE 960
                              HOUSTON, TEXAS 77098
                    (Address of principal executive offices)

                                 (713) 960-1901
              (Registrant's telephone number, including area code)


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





ITEM 8.01.  OTHER EVENTS

     On July 14, 2005,  Contango Oil & Gas Company (AMEX:  MCF) announced  today
that it has given notice to the holders of its Series C preferred stock that the
Company  has  elected  to  convert  all of the  outstanding  shares  of Series C
preferred stock to shares of common stock. Pursuant to the terms of the Series C
preferred stock,  the Company has set July 19, 2005 as the mandatory  conversion
date. The  outstanding  shares of the Series C preferred stock have a face value
of $7 million,  currently pay a 6.0% annual  dividend and are  convertible  into
1,166,662  shares of Contango  common  stock.  The shares of common stock issued
upon  conversion of the Series C preferred  stock are registered for resale with
the Securities and Exchange Commission.

     Contango  also  announced  today that Lesia  Bautina  has been  promoted to
Senior Vice  President.  Ms. Bautina will continue to report to Kenneth R. Peak,
Chairman  and CEO.  Ms.  Bautina  joined  Contango  Oil & Gas Company in 2001 as
Controller  and was appointed  Vice President and Controller in August 2002. Ms.
Bautina is a Certified Public Accountant and member of the Petroleum  Accounting
Society of Houston.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

(c)  Exhibits

     The following is a list of exhibits  filed as part of this Form 8-K.  Where
so  indicated  by  footnote,   exhibits,   which  were  previously   filed,  are
incorporated by reference.

Exhibit No.                        Description of Document
- -----------        -------------------------------------------------------------
   99.1            Press release dated July 14, 2005.


                                       -2-




                                   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.

                                    CONTANGO OIL & GAS COMPANY


Date:  July 14, 2005                    By: /s/  KENNETH R. PEAK
                                            ------------------------------------
                                            Kenneth R. Peak
                                            Chairman and Chief Executive Officer


                                      -3-

EX-99.1

                                                                    Exhibit 99.1


               Contango Elects to Convert Its Series C Preferred
           Stock and Promotes Lesia Bautina to Senior Vice President


    HOUSTON--(BUSINESS WIRE)--July 14, 2005--Contango Oil & Gas
Company (AMEX:MCF) announced today that it has given notice to the
holders of its Series C preferred stock that the Company has elected
to convert all of the outstanding shares of Series C preferred stock
to shares of common stock. Pursuant to the terms of the Series C
preferred stock, the Company has set July 19, 2005 as the mandatory
conversion date. The outstanding shares of the Series C preferred
stock have a face value of $7 million, currently pay a 6.0% annual
dividend and are convertible into 1,166,662 shares of Contango common
stock. The shares of common stock issued upon conversion of the Series
C preferred stock are registered for resale with the Securities and
Exchange Commission.
    Contango also announced today that Lesia Bautina has been promoted
to Senior Vice President. Ms. Bautina will continue to report to
Kenneth R. Peak, Chairman and CEO. Ms. Bautina joined Contango Oil &
Gas Company in 2001 as Controller and was appointed Vice President and
Controller in August 2002. Ms. Bautina is a Certified Public
Accountant and member of the Petroleum Accounting Society of Houston.
    Kenneth R. Peak, Chairman and Chief Executive Officer, said,
"Lesia has played a major role in our success and this promotion is
well deserved."
    Contango is a Houston-based, independent natural gas and oil
company. The Company explores, develops, produces and acquires natural
gas and oil properties primarily onshore in the Gulf Coast and
offshore in the Gulf of Mexico. Contango also owns a 10% partnership
interest in Freeport LNG Development L.P., and a 32% interest in
Contango Capital Partnership Management, LLC, and 25% interest in the
Contango Capital Partners Fund, L.P., which were formed to invest in
the alternative energy venture capital market with a focus on
environmentally preferred energy technologies. Additional information
can be found on our web page at www.contango.com.
    This press release contains forward-looking statements that
involve risks and uncertainties, and actual events or results may
differ materially from Contango's expectations. The statements reflect
Contango's current views with respect to future events that involve
risks and uncertainties, including those related to successful
negotiations with other parties, oil and gas exploration risks, price
volatility, production levels, closing of transactions, capital
availability, operational and other risks, uncertainties and factors
described from time to time in Contango's publicly available reports
filed with the Securities and Exchange Commission.


    CONTACT: Contango Oil & Gas Company, Houston
             Kenneth R. Peak, 713-960-1901
             www.contango.com