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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K


                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934




Date of Report (Date of earliest event reported)                 May 12, 2004



                           CONTANGO OIL & GAS COMPANY
             (Exact Name of Registrant as Specified in Its Charter)

         DELAWARE                     001-16317                  95-4079863
(State or other jurisdiction         (Commission               (IRS Employer
     of incorporation)               File Number)            Identification No.)



                        3700 BUFFALO SPEEDWAY, SUITE 960
                              HOUSTON, TEXAS 77098
                    (Address of principal executive offices)

                                 (713) 960-1901
              (Registrant's telephone number, including area code)



                                       N/A
          (Former name or former address, if changed since last report)


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ITEM 5.  OTHER EVENTS.

         On May 12, 2004, the Company announced financial results for the three
and nine months ended March 31, 2004.

         Contango Oil & Gas Company reported net income attributable to common
stock for the three months ended March 31, 2004 of $1.2 million, or $0.11 per
basic share and $0.09 per diluted share, compared to a net loss attributable to
common stock for the three months ended March 31, 2003 of $1.9 million, or $0.21
per basic and diluted share. Natural gas and oil sales for the three months
ended March 31, 2004 were $6.6 million. Natural gas and oil sales for the three
months ended March 31, 2003 were $10.0 million.

         Net income attributable to common stock for the nine months ended March
31, 2004 was $8.2 million, or $0.83 per basic share and $0.67 per diluted share,
compared to a net loss attributable to common stock for the nine months ended
March 31, 2003 of $6.1 million, or $0.68 per basic and diluted share. Natural
gas and oil sales for the nine months ended March 31, 2004 were $20.8 million.
Natural gas and oil sales for the nine months ended March 31, 2003 were $24.8
million.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

(c)      Exhibits

         The following is a list of exhibits filed as part of this Form 8-K.
Where so indicated by footnote, exhibits, which were previously filed, are
incorporated by reference.

Exhibit No.                           Description of Document
-----------          -----------------------------------------------------------
   99.1              Press release dated May 12, 2004.

ITEM 12.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

         On May 12, 2004, the Company announced it financial results for the
three and nine months ended March 31, 2004. A copy of the news release is
furnished as Exhibit 99.1, attached hereto. Except as otherwise set forth in
Item 5 above, the information set forth in this Form 8-K, including the exhibit
attached, should not be deemed as "filed" for purposes of Section 18 of the
Securities Act of 1934 or otherwise subject to liabilities of that section.



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                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                            CONTANGO OIL & GAS COMPANY



Date:  May 12, 2004                   By:   /s/  KENNETH R. PEAK
                                            ------------------------------------
                                            Kenneth R. Peak
                                            Chairman and Chief Executive Officer


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