================================================================================ 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) December 19, 2005 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) ================================================================================ ITEM 8.01. OTHER EVENTS Contango Oil & Gas Company (AMEX:MCF) announced today that Freeport LNG Development, L.P. ("FLNG"), in which Contango holds a 10% limited partnership interest, has closed a $383 million private placement note issuance. Contango also announced today recent developments in its Arkansas Fayetteville Shale Play and provided an update of the Company's drilling operations in Alabama and offshore Gulf of Mexico. 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 ----------- ---------------------------------------------------------------- 99.1 Press release dated December 19, 2005. -2- 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: December 19, 2005 By: /s/ KENNETH R. PEAK ------------------------------------ Kenneth R. Peak Chairman and Chief Executive Officer -3-