10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(AMENDMENT NO. 1)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended June 30, 2005

Commission file number 000-24971

CONTANGO OIL & GAS COMPANY

(Exact name of registrant as specified in its charter)

Delaware	95-4079863
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

3700 Buffalo Speedway, Suite 960

Houston, Texas 77098

(Address of principal executive offices)

(713) 960-1901

(Issuer’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

Common Stock, Par Value $0.04 per share American Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.):    Yes  ¨    No  x

On December 31, 2005 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately $58.2 million, based on the last reported sales price of $7.24 of the registrant’s common stock on the American Stock Exchange. Shares of voting stock held by each officer and director have been excluded in that such persons may be deemed to be affiliates. As of September 7, 2005, there were 14,714,471 shares of the issuer’s common stock outstanding.

EXPLANATORY NOTE

Contango Oil & Gas Company (the “Company”) is hereby amending its previously filed Annual Report on Form 10-K for the fiscal year ended June 30, 2005 (the “Report”). This Amendment No. 1 (the “Amendment”) is being filed solely to amend the language in Part II, Item 9A, Controls and Procedures, of the Report in accordance with the provisions of Item 307 and Item 308 of Regulation S-K. As a result of this Amendment, the certification filed as Exhibit 31.1 has been re-executed as of the date of this Amendment. No other changes to the Report have been made. This Amendment does not reflect events occurring after the filing of the Report or modify or update disclosures therein in any way other than as described above.

PART II

Item 9A. Controls and Procedures

Kenneth R. Peak, our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the Company’s “disclosure controls and procedures” as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of June 30, 2005. Based upon that evaluation, he concluded that, as of June 30, 2005, the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and to ensure that the information required to be disclosed by us in reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

There were no changes in the Company’s internal control over financial reporting that occurred during the fiscal quarter ended June 30, 2005 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has duly caused this Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized.

CONTANGO OIL & GAS COMPANY

/s/ KENNETH R. PEAK

Kenneth R. Peak

Chairman, Chief Executive Officer and Chief

Financial Officer (principal executive officer

and principal financial officer)

EXHIBIT INDEX

EXHIBIT NO.	DESCRIPTION
31.1	Certification required by Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934

EX-31.1

EXHIBIT 31.1

CONTANGO OIL & GAS COMPANY

Certification Required by Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934

I, Kenneth R. Peak, Chairman, Chief Executive Officer and Chief Financial Officer of Contango Oil & Gas Company (the “Company”), certify that:

1. I have reviewed this Annual Report on Form 10-K/A of the Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Omitted;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date: October 14, 2005

/s/ KENNETH R. PEAK

Kenneth R. Peak

Chairman, Chief Executive officer and Chief

Financial Officer

CORRESP

Morgan, Lewis & Bockius LLP

300 South Grand Avenue, 22nd Floor

Los Angeles, California 90071

October 14, 2005

VIA EDGAR

Ms. Tangela Richter

Branch Chief

Securities and Exchange Commission

Division of Corporation Finance

Washington, D.C. 20549-7010

Re:	Contango Oil & Gas Company
	Form 10-K for the Fiscal Year Ended June 30, 2005 (“Form 10-K”);
	File No. 01-16317

Dear Ms. Richter:

Our client, Contango Oil & Gas Company (“Contango”), is concurrently filing Amendment No. 1 to its Form 10-K (“Amendment No. 1”). Set forth below is the comment of the Staff pertaining to the Form 10-K contained in your comment letter to Mr. Kenneth R. Peak, Chairman, Chief Executive Officer and Chief Financial Officer of Contango, dated October 6, 2005, followed by Contango’s response.

Form 10-K

Controls and Procedures

Comment:

We note the disclosure that your management, including your chief executive officer, chief financial officer and controller performed an evaluation of disclosure controls and procedures “within 90 days” prior to filing the report. You also state that there were no “significant changes” in your “internal controls” and no factors that could “significantly affect” these controls subsequent to the date of their evaluation. However, Items 307 and 308(c) of Regulation S-K require that your management perform an evaluation “as of the end of the period covered by the report” and that you disclose any change in the registrant’s “internal control over financial reporting” identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the fiscal quarter

Ms. Tangela Richter

Securities and Exchange Commission

October 14, 2005

Page 2

that has “materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.” See also Release No. 8238, Part II.F.3. Please revise your disclosure accordingly.

Response:

The disclosure has been revised as requested.

If you have any questions or comments on the response, please call me at 213.612.1372.

Sincerely,

/s/ David V. Chang

David V. Chang

cc:	Mr. Kenneth R. Peak
	Ms. Lesia Bautina
	Mr. David Holcombe
	Richard A. Shortz, Esq.