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      Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

	o	Rule 13d-1(b)
	x	Rule 13d-1(c)
	o	Rule 13d-1(d)

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     * The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

     The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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*SEE INSTRUCTIONS BEFORE FILLING OUT!

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Item 1(a). Name of Issuer:

     Contango Oil & Gas Company (the “Company”)

Item 1(b). Address of Issuer’s Principal Executive Offices:

     3700 Buffalo Speedway, Suite 960, Houston, Texas 77098

Item 2(a). Name of Person Filing:

This statement is filed jointly on behalf of the persons identified below (collectively, the “Reporting Persons”). In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each person filing this statement acknowledges that it is responsible for the completeness and accuracy of the information concerning that person but is not responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Morgan Stanley (“MS”)

MSDW Capital Partners IV, Inc. (“MSDWCP IV, Inc.”)

MSDW Capital Partners IV, LLC (“MSDWCP IV, LLC”)

Morgan Stanley Dean Witter Capital Partners IV, L.P. (“MSDWCP IV, L.P.”)

MSDW IV 892 Investors, L.P. (“MSDW IV 892, L.P.”)

Morgan Stanley Dean Witter Capital Investors IV, L.P. (“MSDWCI IV, L.P.”)

CCR Management A, LLC (“CCRA, LLC”)

Concert Capital Resources A, L.P. (“CCRA, L.P.”)

CCR Management B, LLC (“CCRB, LLC”)

Concert Capital Resources B, L.P. (“CCRB, L.P.”)

CCR Management C, LLC (“CCRC, LLC”)

Concert Capital Resources C, L.P. (“CCRC, L.P.”)

Item 2(b). Address of Principal Business Office or, if None, Residence:

     The address of the principal business office of MS, MSDWCP IV, Inc., MSDWCP IV, LLC, MSDWCP IV, L.P., MSDW IV 892, L.P. and MSDWCI IV, L.P. is:

     1585 Broadway
     New York, New York 10036

     The address of the principal business office of CCRA, LLC, CCRA, L.P., CCRB, LLC, CCRB, L.P., CCRC, LLC and CCRC, L.P. is:

     2 Houston Center
     909 Fannin, Suite 1850
     Houston, Texas 77010

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Item 2(c). Citizenship:

     The citizenship of MS, MSDWCP IV, Inc., MSDWCP IV, LLC, MSDWCP IV, L.P., MSDW IV 892, L.P., MSDWCI IV, L.P., CCRA, LLC, CCRA, L.P., CCRB, LLC, CCRB, L.P., CCRC, LLC and CCRC, L.P. is Delaware.

Item 2(d). Title of Class of Securities:

      This statement relates to the Company's Common Stock, par value $0.04 per share (the “Shares”).

Item 2(e). CUSIP Number:

     21075N105

Item 3. If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

	(a)	o	Broker or dealer registered under Section 15 of the Exchange Act;
	(b)	o	Bank as defined in Section 3(a)(6) of the Exchange Act;
	(c)	o	Insurance company as defined in Section 3(a)(19) of the Exchange Act;
	(d)	o	Investment company registered under Section 8 of the Investment Company Act;
	(e)	o	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
	(f)	o	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
	(g)	o	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
	(h)	o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;
	(i)	o	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;
	(j)	o	Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
	If this statement is filed pursuant to Rule 13d-1(c), check this box. x

Item 4. Ownership.

     The filing of this statement should not be construed as an admission by any person that such person is, for purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this statement, other than the securities set forth opposite such person’s name in the table in Item 4(c) below.

      (a) Amount beneficially owned:

      This is the Reporting Persons’ final amendment to the Schedule 13G and is an exit filing.

      As of December 31, 2004, the Reporting Persons no longer beneficially own any Shares.

      MS is filing solely in its capacity as parent company of, and indirect beneficial owner of securities held by, one of its business units.

      (b) Percent of class:

Morgan Stanley

0% of the Shares

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MSDW Capital Partners IV, Inc.	0% of the Shares
MSDW Capital Partners IV, LLC	0% of the Shares
Morgan Stanley Dean Witter Capital Partners IV, L.P.	0% of the Shares
MSDW IV 892 Investors, L.P.	0% of the Shares
Morgan Stanley Dean Witter Capital Investors IV, L.P.	0% of the Shares
CCR Management A, LLC	0% of the Shares
Concert Capital Resources A, L.P.	0% of the Shares
CCR Management B, LLC	0% of the Shares
Concert Capital Resources B, L.P.	0% of the Shares
CCR Management C, LLC	0% of the Shares
Concert Capital Resources C, L.P.	0% of the Shares

     (c) Number of shares as to which such person has:

	(i)		(ii)		(iii)		(iv)
	Sole power to vote or to direct the vote		Shared power to vote or to direct the vote		Sole power to dispose or to direct the disposition of		Shared power to dispose or to direct the disposition of
Morgan Stanley	0		0		0		0
MSDW Capital Partners IV, Inc.	0		0		0		0
MSDW Capital Partners IV, LLC	0		0		0		0
Morgan Stanley Dean Witter Capital Partners IV, L.P.	0		0		0		0
MSDW IV 892 Investors, L.P.	0		0		0		0
Morgan Stanley Dean Witter Capital Investors IV, L.P.	0		0		0		0
CCR Management A, LLC	0		0		0		0
Concert Capital Resources A, L.P.	0		0		0		0
CCR Management B, LLC	0		0		0		0
Concert Capital Resources B, L.P.	0		0		0		0

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	(i)		(ii)		(iii)		(iv)
	Sole power to vote or to direct the vote		Shared power to vote or to direct the vote		Sole power to dispose or to direct the disposition of		Shared power to dispose or to direct the disposition of
CCR Management C, LLC	0		0		0		0
Concert Capital Resources C, L.P.	0		0		0		0

Item 5. Ownership of Five Percent or Less of a Class.

     If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following.  x 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

      Not applicable

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

      Not applicable

Item 8. Identification and Classification of Members of the Group.

      Not applicable

Item 9. Notice of Dissolution of Group.

      Not applicable

Item 10. Certifications.

      Not applicable

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SIGNATURE

     After reasonable inquiry and to the best of the knowledge and belief of each of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: February 14, 2005

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