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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)              February 13, 2006



                           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 February  13,  2006,  the Company  announced  financial  results for the
quarter ended December 31, 2005.

     Contango Oil & Gas Company  (AMEX:MCF)  reported a net loss attributable to
common stock for the three months ended  December 31, 2005 of $0.4  million,  or
$0.03 per basic and diluted share, compared to net income attributable to common
stock for the three months ended  December 31, 2004 of $13.2  million,  or $1.01
per basic and diluted share, which included a gain from discontinued  operations
of $14.1 million,  net of income taxes, from the sale of our south Texas natural
gas and oil interests that was completed in December 2004.

     The net loss attributable to Contango common stock for the six months ended
December  31,  2005 was $0.3  million,  or $0.02 per basic  and  diluted  share,
compared to net income  attributable  to common  stock for the six months  ended
December 31, 2004 of $14.5 million,  or $1.12 per basic and diluted share, which
included a gain from  discontinued  operations of $16.5  million,  net of income
taxes,  from the sale of our south Texas natural gas and oil interests  that was
completed in December 2004.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(c)  Exhibits

Exhibit No.                  Description of Document
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99.1                Press release dated February 13, 2006.





                                   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:  February 13, 2006           By: /s/  KENNETH R. PEAK
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                                       Kenneth R. Peak
                                       Chairman and Chief Executive Officer