SecProbe.io

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September 1, 2005

Kenneth R. Peak
Chairman, Chief Executive Officer and Chief Financial Officer
Contango Oil & Gas Company
3700 Buffalo Speedway, Suite 960
Houston, Texas 77098

Re:	Contango Oil & Gas Company
		Registration Statement on Form S-3
      Filed August 2, 2005
	File No. 333-127096

Dear Mr. Peak:

      We have limited our review of the above filings to only the
areas commented on below.  Where indicated, we think you should
revise your documents in response to these comments.  If you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form S-3

General

1. The transaction you seek to register includes resales of
125,000
common shares issuable upon conversion of the company`s Series D
Preferred stock, which is issuable at the company`s option in lieu
of
cash dividends.  The proposed transaction does not appear to
satisfy
one of the "transaction requirements" of general instruction I.B
of
Form S-3.   Requirement I.B.3 is not applicable to your proposed
offering because the Series D Preferred stock issuable in lieu of
cash dividends is not "outstanding" and may never become
outstanding
should the company elect to make cash payments of dividends.
Please
revise to remove these shares from the registration statement.
Selling Stockholders, page 13

2.  Please identify any selling stockholders who are registered
broker-dealers or affiliates of registered broker-dealers.  If you
determine that any selling stockholder is a registered broker-
dealer,
please revise your disclosure to indicate that such selling
stockholder is an underwriter, unless such selling stockholder
received its securities as compensation for investment banking
services.  With respect to any affiliate of a registered broker-
dealer, please disclose, if true, that such selling stockholder
acquired its shares in the ordinary course of business and at the
time of the acquisition did not have any arrangements or
understandings with any person to distribute the securities.  If
not,
you must indicate that such stockholder is an underwriter.

Closing Comments

      As appropriate, please amend the above filing in response to
these comments.  You may wish to provide us with a marked copy of
the
amendment to expedite our review.  Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested information.  Detailed cover letters greatly
facilitate
our review.  Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Mellissa Campbell Duru at (202) 551-3757 or
me
at (202) 551-3745 with any questions.  Direct all correspondence
to
the following ZIP code:  20549-7010.

									Sincerely,

									Tangela Richter
									Branch Chief

        cc:    via facsimile
           	Richard Shortz, Esq.
            	Morgan, Lewis & Bockius LLP
            	(213) 612-2501
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Mr. Peak
Contango Oil & Gas Company
September 1, 2005
page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE
         MAIL STOP 7010

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