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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)         September 27, 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 2.02.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

            On September 27, 2004, the Company  announced  financial results for
the fiscal year ended June 30, 2004.

            Contango  Oil & Gas  Company  reported  net income  attributable  to
common  stock for the year ended  June 30,  2004 of $7.1  million,  or $0.68 per
basic share and $0.58 per diluted share,  compared to a net loss attributable to
common  stock for the year ended  June 30,  2003 of $4.9  million,  or $0.54 per
basic and diluted  share.  Natural gas and oil sales for the year ended June 30,
2004 were $27.6  million.  Natural gas and oil sales for the year ended June 30,
2003 were  $33.9  million.  After  reflecting  gains  and  losses  from  hedging
activities,  total revenues for the year ended June 30, 2004 were $27.7 million,
compared to total revenues for the year ended June 30, 2003 of $28.2 million.

            For the three months ended June 30, 2004, Contango had a net loss of
$1.1 million, or $0.09 per basic and diluted share. Total revenues for the three
months ended June 30, 2004 were $6.8 million.

            Total proved  reserves as of June 30, 2004 were 15.6  billion  cubic
feet of natural gas and 297,000  barrels of oil. The present  value of estimated
future cash flows before  income  taxes as of June 30, 2004,  based on a Houston
Ship Channel price of $5.90 per MMbtu of natural gas ($6.16 per MMbtu NYMEX) and
$37.05 per barrel of oil  (NYMEX)  and  discounted  at 10% per annum,  was $59.8
million. Proved developed reserves represented all of the Company's total proved
reserves.

ITEM 9.01.  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
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     99.1          Press release dated September 27, 2004.

ITEM 12.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

            On September 27, 2004,  the Company  announced it financial  results
for the fiscal year ended June 30, 2004. A copy of the news release is furnished
as Exhibit  99.1,  attached  hereto.  Except as otherwise set forth in Item 2.02
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:  September 27, 2004          By:   /s/  KENNETH R. PEAK
                                   ------------------------------------------
                                         Kenneth R. Peak
                                         Chairman and Chief Executive Officer

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