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July 27, 2021
E. Joseph Grady
Chief Financial Officer and Chief Accounting Officer
CONTANGO OIL & GAS CO
717 Texas Ave., Suite 2900
Houston, Texas 77002
Re:CONTANGO OIL & GAS CO
Form 10-K for the Fiscal Year Ended December 31, 2020
Filed March 10, 2021
File No. 001-16317
Dear Mr. Grady:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2020
Exploration and Development Acreage, page 47
1.We note your disclosure of the undeveloped acreage subject to expiration over the next
three fiscal years represents approximately 86% of your total net undeveloped acreage.
Please tell us the extent to which you have assigned any proved undeveloped reserves to
locations which are currently scheduled to be drilled after lease expiration.
2.If there are material quantities of net proved undeveloped reserves relating to such
locations, expand the disclosure here or in an appropriate section elsewhere to provide the
net quantities of such reserves and explain the steps and related costs, if material, which
would be necessary to extend the time to the expiration of such leases. Refer to Rule 4-
10(a)(26) of Regulation S-K and FASB ASC 932-235-50-10.
Properties
Drilling Activity, page 47

 FirstName LastNameE. Joseph Grady
 Comapany NameCONTANGO OIL & GAS CO
 July 27, 2021 Page 2
 FirstName LastNameE. Joseph Grady
CONTANGO OIL & GAS CO
July 27, 2021
Page 2
3.Expand your disclosure to address your present activities, including the number of gross
and net wells in the process of being drilled, completed, or waiting on completion and any
other related activities of material importance as of December 31, 2020. Refer to the
disclosure requirements in Item 1206 of Regulation S-K.
Proved Undeveloped Reserves, page 52
4.Please expand the disclosure relating to the conversion of your proved undeveloped
reserves to provide the dollar amounts of capital expenditures made during the year to
convert proved undeveloped reserves to proved developed reserves. Refer to Item 1203(c)
of Regulation S-K and your response to comment 1 in our letter dated September 24,
2015.
5.Disclosure provided in Form 10-K for the fiscal years ending December 31, 2020, 2019,
2018, 2017 and 2016 indicates you converted approximately 1.0%, 3.4%, 5.5%, 0% and
0%, respectively, of the opening balance of your proved undeveloped reserves during each
of those periods. Please tell us how you have taken into consideration your low historical
conversion rates in adopting a development plan that results in the conversion of the 6,680
MBoe of proved undeveloped reserves as of December 31, 2020 within five years of
initial disclosure of such reserves. Refer to Rule 4-10(a)(31)(ii) of Regulation S-X and the
Question 131.04 in the Compliance and Disclosure Interpretations (C&DIs).
6.Please provide us with your development schedule, indicating for each future annual
period, the number of gross wells to be drilled, the net quantities of reserves converted,
and the estimated capital expenditures incurred resulting in the conversion of all of the
proved undeveloped reserves disclosed as of December 31, 2020 to developed reserves.
Refer to Rule 4-10(a)(31)(ii) of Regulation S-X.
Exhibit Number 99.2 Report of W.D. Von Gonten and Company, page 80
7.The reserve report does not include certain disclosures required by Item 1202 (a)(8) of
Regulation S-K. Please obtain a revised report to address the following information in
order to satisfy your filing obligations. Also refer to your response to comment 9 in our
letter dated September 24, 2015.

•The purpose for which the report was prepared (e.g. for inclusion as an exhibit in a
filing made with the U.S. Securities and Exchange Commission (SEC) (Item
1202(a)(8)(i)).

•The date on which the report was completed (Item 1202(a)(8)(ii)).

•The proportion of the registrant’s total reserves covered by the report (Item
1202(a)(8)(iii) and the percentage of the registrant’s total reserves reviewed in
connection with the preparation of the report (Item 1202(a) (8)(iv)).

 FirstName LastNameE. Joseph Grady
 Comapany NameCONTANGO OIL & GAS CO
 July 27, 2021 Page 3
 FirstName LastNameE. Joseph Grady
CONTANGO OIL & GAS CO
July 27, 2021
Page 3
•A statement that the assumptions, data, methods, and procedures are appropriate for
the purpose served by the report (Item 1202(a)(8)(iv)).

•The average realized prices by product for the reserves included in the report as part
of the discussion of primary economic assumptions (Item 1202(a)(8)(v)).

•A statement that the third party has used all methods and procedures as it considered
necessary under the circumstance to prepare the report (Item 1202(a)(8)(viii)).
8.Disclosure of the “Reporting Requirements” provided on page 2 references the SPE
PRMS and Rule 4-10 of Regulation S-X but appears to indicate that the estimated proved
reserves shown in the report were prepared in conformance with the SPE definitions.
Furthermore, the disclosure refers to regulations and standards under Item 102 of
Regulation S-K and the Financial Accounting Standards Board (FASB) Statement No. 69
which have been updated pursuant to the Modernization of Oil and Gas Reporting; Final
Rule. Please revise the disclosure to resolve these inconsistencies or tell us why a revision
is not needed.
Exhibits and Financial Statement Schedules
Exhibits
Exhibit Number 99.1 Report of William M. Cobb & Associates, Inc., page 80
9.The reserve report does not include certain disclosures required by Item 1202(a)(8) of
Regulation S-K. Please obtain a revised report to address the following information in
order to satisfy your filing obligations.

•The date on which the report was completed (Item 1202(a)(8)(ii)).
10.Disclosure on page 5 indicating that Cobb & Associates used the reserves definitions set
forth in the SPE PRMS appears to be inconsistent with disclosure elsewhere on page 2
indicating the reserves estimates in the report were prepared in accordance with the
definitions and regulations of the U.S. Securities and Exchange Commission and conform
to the FASB Accounting Standards Codification Topic 932. Please revise the disclosure to
resolve this inconsistency or tell us why a revision is not needed.
11.Please tell us, and if true, expand the disclosure in the revised report to clarify the extent
to which the salvage value for the lease and well equipment and the costs of abandoning
all of the properties have been included. Refer to Item 1202(a)(8)(iv) of Regulation S-K
and your response to comment 7 in our letter dated September 24, 2015.
12.The reserve report refers to additional information contained in Appendix A and
Appendix B that are not included as attachments to Exhibit 99.1. Please obtain and file a
revised report to include the referenced attachments as supplemental information.
Alternatively, remove these references if you do not intend to include this supplemental
information in Exhibit 99.1. Also refer to your response to comment 8 in our letter dated
September 24, 2015.

 FirstName LastNameE. Joseph Grady
 Comapany NameCONTANGO OIL & GAS CO
 July 27, 2021 Page 4
 FirstName LastName
E. Joseph Grady
CONTANGO OIL & GAS CO
July 27, 2021
Page 4
Supplemental Oil and Gas Disclosure (Unaudited)
Oil and Natural Gas Reserves, page F-44
13.Please expand the discussion of the changes in the net quantities of your total proved
reserves for each of the periods presented, including the year ended December 31, 2019,
to clearly identify the source of each change consistent with the line items shown in your
tabular reconciliation, e.g. revisions, improved recovery, extensions and discoveries, sales
and acquisitions, and include an appropriate narrative explanation relating to each of the
items you identify. To the extent that two or more unrelated factors are combined to arrive
at the overall change for an item, your disclosure should separately identify and quantify
each individual factor that contributed to a significant change so that the change in net
reserve quantities between periods is fully explained.

The disclosure of revisions in the previous estimates of your proved reserves in particular
should identify the individual factors such as the changes caused by commodity prices,
costs, well performance, unsuccessful and/or uneconomic proved undeveloped locations
or the removal of proved undeveloped locations due to changes in a previously adopted
development plan. Refer to FASB ASC 932-235-50-5.
14.We note disclosure on page 54 and in the reserve report filed as Exhibit 99.2 of the
quantities of proved reserves and the estimated future net revenues attributable to your
equity-method investment in Exaro as of December 31, 2020. However, we are unable to
locate the Supplemental Oil and Gas Disclosure pursuant to FASB ASC 932 comparable
to the disclosure provided for Exaro on pages F-37 through F-41 in your Form 10-K for
the year ended December 31, 2019. Please tell us your rationale for omitting these
disclosures in your current filing.  Also refer to your response to comment 2 in our letter
dated December 7, 2015.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Sandra Wall, Petroleum Engineer, at (202) 551-4727 if you have any
questions regarding the engineering comments.  Please contact Brad Skinner, Office Chief, at
(202) 551-3489 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation