SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
       DIVISION OF
CORPORATION FINANCE

November 24, 2010
 Mr. Sergio Castro Vice President, Chief Financ ial Officer and Secretary
Contango ORE, Inc.  3700 Buffalo Speedway, Suite 960 Houston, Texas 77098
 Re: Contango ORE, Inc.
Amendment No. 1 to Registrati on Statement on Form 10
Filed November 12, 2010
File No. 000-54136

Dear Mr. Castro:
We have reviewed your amended filing a nd response letter filed on November 12, 2010
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 this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  If you do not believe our comments apply to your fact s and circumstances or do not
believe an amendment is appropriate, pl ease tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we ma y have additional comments.
 General

 1. We note your response to prior comment 3.  Please explain why you have not filed the
Amended and Restated Conveyance of  Overriding Royalty Interest.
 2. We note that as disclosed in the Mineral Lease filed as Exhibit 10.1 Juneau Exploration Company’s address is list ed as 3700 Buffalo Speedway, Suite 730, Houston, Texas
77098, which is the same address as Cont ango ORE as listed in the Contribution
Agreement filed in Exhibit 10.4.  Please disc lose any affiliation between Contango Oil &
Gas, Contango Mining, Contango ORE, their ex ecutive officers and directors, and Juneau
Exploration Company, Juneau E xploration, L.P., or their a ffiliates and their executive
officers, directors, memb ers and/or partners.

Mr. Sergio Castro
Contango ORE, Inc.
November 24, 2010 Page 2  Our Business, page 1

3. In discussing your exploration strategy, pleas e also provide the information included in
your response to prior comment 8.

State of Alaska Exploration, page 4
 4. We note your response number 9.  Indicate th e price at which JEX acquired the Tetlin
Lease and, if different from the price at wh ich it was sold to Contango, explain how the
price to Contango was determined.
 Rare Earth Minerals, page 5

 5. We note your response to prior comment 11.  Pl ease amend your registration statement to
provide the descriptions of the surveys and the hyperlinks to their electronic availability
as hosted by the USGS.
 6. You disclose that the surveys indicated “s trong” uranium deposits.  Please clarify where
within the NURE database Alaska quadrangles the 100,800 acres th at you control and
expect to begin exploratory work for REEs  are located, and how you determined that
their sediment and water samples evidenced “strong” uranium deposits.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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.
  In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Mr. Sergio Castro
Contango ORE, Inc.  November 24, 2010 Page 3
You may contact Craig Arakaw a at (202) 551-3650, or Karl Hiller, Accounting Branch
Chief, at (202) 551-3686 if you have any que stions regarding comments on the financial
statements and related matters.  You may contact John Coleman, Mining Engineer, at (202) 551-
3610 with questions about engineering comments.  Please contact Kevin Dougherty at (202) 551-
3271 or, in his absence, the undersigned at (202) 551-3740.            S i n c e r e l y ,
H. Roger Schwall Assistant Director
 cc: Via Facsimile (213) 612-2501

 Vanessa Kwong, Esq.  Morgan, Lewis & Bockius LLP