EXHIBIT 31.1
 CONTANGO OIL & GAS COMPANY
 Certification Required by Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934
  1.
    
    I have reviewed this Quarterly Report on Form 10-Q of the Company;2.
    
    Based on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading with respect to the
period covered by this report;3.
    
    Based on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial condition,
results of operations and cash flows of the Company as of, and for, the periods presented
in this report;4.
    
    I am responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the
Company and have:
 (a)
    
    Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under my supervision, to ensure that material
information relating to the Company, including its consolidated subsidiaries, is made
known to me by others within those entities, particularly during the period in which
this report is being prepared;(b)
    
    Designed such internal control over financial reporting, or caused such
internal control over financial reporting to be designed under my supervision, to
provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;(c)
    
    Evaluated the effectiveness of the Companys disclosure controls and procedures
and presented in this report my conclusions about the effectiveness of the disclosure
controls and procedures, as of the end of the period covered by this report based on
such evaluation; and(d)
    
    Disclosed in this report any change in the Companys internal control over
financial reporting that occurred during the Companys most recent fiscal quarter that
has materially affected, or is reasonably likely to materially affect, the Companys
internal control over financial reporting; and
 5.
    
    I have disclosed, based on my most recent evaluation of internal control over financial
reporting, to the Companys auditors and the audit committee of the Companys board of
directors (or persons performing the equivalent functions):
 (a)
    
    All significant deficiencies and material weaknesses in the design or operation
of internal control over financial reporting which are reasonably likely to adversely
affect the Companys ability to record, process, summarize and report financial
information; and




---



##### 



(b)
    
    Any fraud, whether or not material, that involves management or other employees
who have a significant role in the Companys internal control over financial reporting.
  /s/ KENNETH R. PEAK

Kenneth R. Peak
Chairman, Chief Executive Officer and Chief Financial Officer