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                             February 11, 2003



                           CONTANGO OIL & GAS COMPANY
             (Exact Name of Registrant as Specified in Its Charter)

         DELAWARE                       000-24971                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 7.  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 February 11, 2003.





                                   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 11, 2003         By:   /s/  KENNETH R. PEAK
                                       ---------------------------------------
                                       Kenneth R. Peak
                                       President and Chief Executive Officer



Date:  February 11, 2003         By:   /s/  LESIA BAUTINA
                                       ---------------------------------------
                                        Lesia Bautina
                                        Controller
                                       (Principal Accounting Officer)