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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)          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)

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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                 
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   99.1         Press release dated December 19, 2005.









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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: December 19, 2005                 By: /s/ KENNETH R. PEAK                 
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                                            Kenneth R. Peak
                                            Chairman and Chief Executive Officer









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