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.


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                                   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


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