SecProbe.io

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October 6, 2005

Mr. 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
	Amendment No. 1 to Registration Statement on
		Form S-3
      Filed September 19, 2005
	File No. 333-127096
		Form 10-K for the Fiscal Year Ended June 30, 2005
		File No. 01-16317

Dear Mr. Peak:

      We have limited our review of your amended filing to those
issues we have addressed in our comments. Where indicated, we
think
you should revise your document in response to these comments.
If
you disagree, we will consider your explanation as to why our
comments are inapplicable or a revision is unnecessary.  Please be
as
detailed as necessary in your explanation.  We may ask you to
provide
us with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may 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 filing.
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. We note that your operations are centered in the U.S. Gulf
Coast
and the Gulf of Mexico.  Provide a risk factor addressing the
effect
of the recent events related to Hurricane Katrina and Hurricane
Rita
on your facilities and operations, including any anticipated
impact
on your future results of operations and liquidity.
Alternatively,
advise us why you believe that such disclosure is not necessary.

Where You Can Find More Information, page 15

2. There appears to be a typographical error that references the
date
of the event reported on Form 8-K as September 15, 2005 versus the
correct date of September 13, 2005.  Please revise or advise.

Form 10-K

Controls and Procedures

3. 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 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.

Closing Comments

	As appropriate, please amend your registration statement and
incorporated documents in response to these comments.  You may
wish
to provide us with marked copies 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 response to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed 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.

      We will consider a written request for acceleration of the
effective date of the registration statement as a 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 an 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) 551-3685 with any other questions.

								Sincerely,

								Tangela Richter
								Branch Chief
cc: 	via facsimile
      David Chang, Esq.
      Morgan Lewis & Bockius LLP
      (213) 612-2501

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Mr. Peak
Contango Oil & Gas Company
October 6, 2005
page 2

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

         DIVISION OF
CORPORATION FINANCE
         MAIL STOP 7010

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