##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from              to
 Commission file number 001-16317
 CONTANGO OIL & GAS COMPANY
  DELAWARE
    
    95-4079863(State or other jurisdiction of 
incorporation or organization)
    
    (IRS Employer Identification No.)
 3700 BUFFALO SPEEDWAY, SUITE 960
HOUSTON, TEXAS 77098
 (713) 960-1901
  þ o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### 



CONTANGO OIL & GAS COMPANY AND SUBSIDIARIES
QUARTERLY REPORT ON FORM 10-Q
FOR THE NINE MONTHS ENDED MARCH 31, 2008
 TABLE OF CONTENTS
 PagePART I  FINANCIAL INFORMATIONItem 1. Consolidated Financial StatementsConsolidated Balance Sheets as of March 31, 2008 and June 30, 2007
    
    
    3Consolidated Statements of Operations for the three and nine months ended
March 31, 2008 and 2007
    
    
    5Consolidated Statements of Cash Flows for the nine months ended
March 31, 2008 and 2007
    
    
    6Consolidated Statement of Shareholders Equity for the nine months ended
March 31, 2008
    
    
    7Notes to the Consolidated Financial Statements
    
    
    8Item 2. Managements Discussion and Analysis of Financial Condition and Results
of Operations
    
    
    17Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    42Item 4. Controls and Procedures
    
    
    42PART II  OTHER INFORMATIONItem 1A. Risk Factors
    
    
    43Item 6. Exhibits
    
    
    43Fourth Amendment to Term Loan AgreementConsent of William M. Cobb & Associates, Inc.Certification Pursuant to Rules 13a-14(a) and 15d-14(a)Certification Pursuant to Section 906
  All references in this Form 10-Q to the Company, Contango, we, us or our are to
Contango Oil & Gas Company and its wholly-owned Subsidiaries. Unless otherwise noted, all
information in this Form 10-Q relating to natural gas and oil reserves and the estimated future net
cash flows attributable to those reserves are based on estimates prepared by independent engineers
and are net to our interest.
 2




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##### Table of Contents



CONTANGO OIL & GAS COMPANY AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 ASSETS
 March 31,
    
    
    June 30,2008
    
    
    2007(Unaudited)CURRENT ASSETS:Cash and cash equivalents
    
    $
    25,418,330
    
    
    $
    6,177,618Restricted cash
    
    
    13,342,115
    
    
    
    Short-term investments
    
    
    
    
    
    
    2,200,576Inventory tubulars
    
    
    334,797
    
    
    
    334,797Accounts receivable:Trade receivables
    
    
    9,960,371
    
    
    
    7,853,080Advances to affiliates
    
    
    4,846,312
    
    
    
    5,259,191Joint interest billings receivable
    
    
    27,752,336
    
    
    
    7,894,505Other receivables
    
    
    439,926
    
    
    
    Prepaid capital costs
    
    
    1,796,381
    
    
    
    5,539,419Income tax receivable
    
    
    
    
    
    
    2,666,884Investment in Freeport LNG Project
    
    
    
    
    
    
    3,243,585Other
    
    
    770,928
    
    
    
    255,788Total current assets
    
    
    84,661,496
    
    
    
    41,425,443PROPERTY AND EQUIPMENT:Natural gas and oil properties, successful efforts method of accounting:Proved properties
    
    
    310,242,820
    
    
    
    82,655,848Unproved properties
    
    
    14,610,412
    
    
    
    22,012,054Furniture and equipment
    
    
    300,866
    
    
    
    235,512Accumulated depreciation, depletion and amortization
    
    
    (8,049,731
    )
    
    
    (3,584,618
    )Total property and equipment, net
    
    
    317,104,367
    
    
    
    101,318,796OTHER ASSETS:Restricted cash
    
    
    100,000,000
    
    
    
    Cash and other assets held by affiliates
    
    
    3,582,623
    
    
    
    1,195,074Investment in Contango Venture Capital Corporation
    
    
    389,313
    
    
    
    5,864,558Deferred income tax asset
    
    
    
    
    
    
    3,377,016Facility fees and other assets
    
    
    380,422
    
    
    
    754,622Total other assets
    
    
    104,352,358
    
    
    
    11,191,270TOTAL ASSETS
    
    $
    506,118,221
    
    
    $
    153,935,509
  3




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##### Table of Contents



CONTANGO OIL & GAS COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
 LIABILITIES AND SHAREHOLDERS EQUITY
 March 31,
    
    
    June 30,2008
    
    
    2007(Unaudited)CURRENT LIABILITIES:Accounts payable
    
    $
    19,253,051
    
    
    $
    14,659,860Joint interest advances
    
    
    13,697,896
    
    
    
    Accrued exploration and development
    
    
    12,926,640
    
    
    
    14,235,062Advances from affiliates
    
    
    4,047,896
    
    
    
    3,417,103Debt of affiliates
    
    
    19,753,195
    
    
    
    8,540,091Income tax payable
    
    
    22,139,613
    
    
    
    Other accrued liabilities
    
    
    2,025,371
    
    
    
    1,417,279Total current liabilities
    
    
    93,843,662
    
    
    
    42,269,395LONG-TERM DEBT
    
    
    
    
    
    
    20,000,000DEFERRED TAX LIABILITY
    
    
    94,893,058
    
    
    
    ASSET RETIREMENT OBLIGATION
    
    
    2,039,515
    
    
    
    862,344SHAREHOLDERS EQUITY:Convertible preferred stock, 6%, Series E, $0.04 par value, 10,000 shares
authorized, 3,600 shares issued and outstanding at March 31, 2008,
liquidation preference of $18,000,000 at $5,000 per share; 6,000 shares
issued and outstanding at June 30, 2007, liquidation preference of
$30,000,000 at $5,000 per share
    
    
    144
    
    
    
    240Common stock, $0.04 par value, 50,000,000 shares authorized,
18,931,064 shares issued and 16,346,064 outstanding at March 31, 2008,
18,539,807 shares issued and 15,964,807 outstanding at June 30, 2007
    
    
    757,241
    
    
    
    741,591Additional paid-in capital
    
    
    72,357,585
    
    
    
    75,849,506Accumulated other comprehensive income
    
    
    
    
    
    
    715,659Treasury stock at cost (2,585,000 shares at March 31, 2008;
2,575,000 shares at June 30, 2007)
    
    
    (6,843,900
    )
    
    
    (6,180,000
    )Retained earnings
    
    
    249,070,916
    
    
    
    19,676,774Total shareholders equity
    
    
    315,341,986
    
    
    
    90,803,770TOTAL LIABILITIES AND SHAREHOLDERS EQUITY
    
    $
    506,118,221
    
    
    $
    153,935,509
  4




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##### Table of Contents



CONTANGO OIL & GAS COMPANY AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (Unaudited)
 Three Months Ended
    
    
    Nine Months EndedMarch 31,
    
    
    March 31,2008
    
    
    2007
    
    
    2008
    
    
    2007REVENUES:Natural gas, oil and liquids sales
    
    $
    20,779,574
    
    
    $
    4,517,434
    
    
    $
    47,256,798
    
    
    $
    6,198,225Total revenues
    
    
    20,779,574
    
    
    
    4,517,434
    
    
    
    47,256,798
    
    
    
    6,198,225EXPENSES:Operating expenses
    
    
    1,482,578
    
    
    
    110,129
    
    
    
    3,159,695
    
    
    
    297,184Exploration expenses
    
    
    4,261,686
    
    
    
    253,741
    
    
    
    5,171,795
    
    
    
    1,141,803Depreciation, depletion and amortization
    
    
    4,077,017
    
    
    
    771,064
    
    
    
    6,002,997
    
    
    
    1,012,854Impairment of natural gas and oil properties
    
    
    837,098
    
    
    
    
    
    
    
    837,098
    
    
    
    192,109General and administrative expenses
    
    
    2,209,844
    
    
    
    2,371,076
    
    
    
    5,307,486
    
    
    
    4,900,017Total expenses
    
    
    12,868,223
    
    
    
    3,506,010
    
    
    
    20,479,071
    
    
    
    7,543,967NET INCOME (LOSS) FROM CONTINUING OPERATIONS
BEFORE OTHER INCOME AND INCOME TAXES
    
    
    7,911,351
    
    
    
    1,011,424
    
    
    
    26,777,727
    
    
    
    (1,345,742
    )OTHER INCOME (EXPENSE):Interest expense (net of interest capitalized)
    
    
    (1,425,715
    )
    
    
    (739,510
    )
    
    
    (3,585,074
    )
    
    
    (1,297,415
    )Interest income
    
    
    914,826
    
    
    
    231,253
    
    
    
    1,763,335
    
    
    
    638,395Gain (loss) on sale of assets and other
    
    
    59,919,478
    
    
    
    (677,580
    )
    
    
    62,034,996
    
    
    
    (1,994,265
    )NET INCOME (LOSS) FROM CONTINUING OPERATIONS
BEFORE INCOME TAXES
    
    
    67,319,940
    
    
    
    (174,413
    )
    
    
    86,990,984
    
    
    
    (3,999,027
    )Benefit (provision) for income taxes
    
    
    (23,557,442
    )
    
    
    61,095
    
    
    
    (30,431,664
    )
    
    
    1,313,431NET INCOME (LOSS) FROM CONTINUING OPERATIONS
    
    
    43,762,498
    
    
    
    (113,318
    )
    
    
    56,559,320
    
    
    
    (2,685,596
    )DISCONTINUED OPERATIONS (NOTE 12)Discontinued operations, net of income taxes
    
    
    68,981,433
    
    
    
    292,030
    
    
    
    174,079,822
    
    
    
    291,591NET INCOME (LOSS)
    
    
    112,743,931
    
    
    
    178,712
    
    
    
    230,639,142
    
    
    
    (2,394,005
    )Preferred stock dividends
    
    
    345,000
    
    
    
    22,222
    
    
    
    1,245,000
    
    
    
    314,722NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCK
    
    $
    112,398,931
    
    
    $
    156,490
    
    
    $
    229,394,142
    
    
    $
    (2,708,727
    )NET INCOME (LOSS) PER SHARE:BasicContinuing operations
    
    $
    2.69
    
    
    $
    (0.01
    )
    
    $
    3.45
    
    
    $
    (0.20
    )Discontinued operations
    
    
    4.28
    
    
    
    0.02
    
    
    
    10.85
    
    
    
    0.02Total
    
    $
    6.97
    
    
    $
    0.01
    
    
    $
    14.30
    
    
    $
    (0.18
    )DilutedContinuing operations
    
    $
    2.56
    
    
    $
    (0.01
    )
    
    $
    3.30
    
    
    $
    (0.20
    )Discontinued operations
    
    
    4.03
    
    
    
    0.02
    
    
    
    10.15
    
    
    
    0.02Total
    
    $
    6.59
    
    
    $
    0.01
    
    
    $
    13.45
    
    
    $
    (0.18
    )WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:Basic
    
    
    16,122,707
    
    
    
    15,759,324
    
    
    
    16,045,785
    
    
    
    15,262,085Diluted
    
    
    17,127,187
    
    
    
    16,068,154
    
    
    
    17,155,007
    
    
    
    15,262,085
  5




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##### Table of Contents



CONTANGO OIL & GAS COMPANY AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited)
 Nine Months EndedMarch 31,2008
    
    
    2007CASH FLOWS FROM OPERATING ACTIVITIES:Net income (loss) from continuing operations
    
    $
    56,559,320
    
    
    $
    (2,685,596
    )Plus income from discontinued operations, net of income taxes
    
    
    174,079,822
    
    
    
    291,591Net income (loss)
    
    
    230,639,142
    
    
    
    (2,394,005
    )Adjustments to reconcile net income (loss) to net cash provided by operating activities:Depreciation, depletion and amortization
    
    
    8,788,796
    
    
    
    1,554,583Impairment of natural gas and oil properties
    
    
    837,098
    
    
    
    192,109Exploration expenditures
    
    
    4,543,776
    
    
    
    665,783Deferred income taxes
    
    
    98,655,429
    
    
    
    (1,766,174
    )Tax benefit from exercise/cancellation of stock options
    
    
    (694,555
    )
    
    
    (157,760
    )Stock-based compensation
    
    
    1,170,850
    
    
    
    1,158,069Loss (gain) on sale of assets and other
    
    
    (322,798,205
    )
    
    
    2,009,165Changes in operating assets and liabilities:Increase in accounts receivable and other
    
    
    (2,107,291
    )
    
    
    (4,565,186
    )Increase in notes receivable
    
    
    (250,000
    )
    
    
    (783,824
    )Increase in prepaid insurance
    
    
    (608,923
    )
    
    
    (290,275
    )Increase in interest receivable
    
    
    (563,681
    )
    
    
    (114,282
    )Increase in inventory
    
    
    
    
    
    
    (139,972
    )Increase (decrease) in accounts payable and advances from joint owners
    
    
    20,830,169
    
    
    
    (1,701,283
    )Increase in other accrued liabilities
    
    
    2,426,436
    
    
    
    344,088Increase in income taxes payable
    
    
    25,501,052
    
    
    
    157,760Other
    
    
    
    
    
    
    (14,900
    )Net cash provided by (used in) operating activities
    
    
    66,370,093
    
    
    
    (5,846,104
    )CASH FLOWS FROM INVESTING ACTIVITIES:Natural gas and oil exploration and development expenditures
    
    
    (98,146,425
    )
    
    
    (54,991,543
    )Increase in restricted cash
    
    
    (113,342,115
    )
    
    
    Sale of short-term investments
    
    
    2,200,576
    
    
    
    18,472,327Additions to furniture and equipment
    
    
    (43,078
    )
    
    
    (23,025
    )Sale of assets
    
    
    395,672,421
    
    
    
    7,000,000Sale/acquisition costs
    
    
    (7,847,613
    )
    
    
    Purchase of assets
    
    
    (209,000,000
    )
    
    
    Investment in Contango Venture Capital Corporation
    
    
    (1,166,624
    )
    
    
    (600,000
    )Net cash used in investing activities
    
    
    (31,672,858
    )
    
    
    (30,142,241
    )CASH FLOWS FROM FINANCING ACTIVITIES:Borrowings under credit facility
    
    
    20,000,000
    
    
    
    20,000,000Repayments under credit facility
    
    
    (40,000,000
    )
    
    
    Borrowings by affiliates
    
    
    11,213,104
    
    
    
    8,540,091Preferred stock dividends
    
    
    (1,245,000
    )
    
    
    (314,722
    )Repurchase/cancellation of stock options and warrants
    
    
    (5,922,532
    )
    
    
    (202,521
    )Tax benefit from exercise/cancellation of stock options
    
    
    694,555
    
    
    
    157,760Purchase of treasury shares
    
    
    (663,900
    )
    
    
    Proceeds from exercised options, warrants and others
    
    
    580,760
    
    
    
    434,755Debt issuane/preferred shares costs
    
    
    (113,510
    )
    
    
    (336,509
    )Net cash provided by (used in) financing activities
    
    
    (15,456,523
    )
    
    
    28,278,854NET DECREASE IN CASH AND CASH EQUIVALENTS
    
    
    19,240,712
    
    
    
    (10,103,496
    )CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    
    
    6,177,618
    
    
    
    10,274,950CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    $
    25,418,330
    
    
    $
    171,454SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Cash paid for taxes
    
    $
    2,542,034
    
    
    $
    451,993Cash paid for interest
    
    $
    4,120,259
    
    
    $
    1,657,488
  6




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##### Table of Contents



CONTANGO OIL & GAS COMPANY AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY
 (Unaudited)
 For the Nine Months Ended March 31, 2008AccumulatedOther
    
    
    
    
    
    
    
    
    
    
    TotalPreferred Stock
    
    
    Common Stock
    
    
    Paid-in
    
    
    Comprehensive
    
    
    Treasury
    
    
    Retained
    
    
    Shareholders
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Shares
    
    
    Amount
    
    
    Capital
    
    
    Income
    
    
    Stock
    
    
    Earnings
    
    
    Equity
    
    
    IncomeBalance at June 30, 2007
    
    
    6,000
    
    
    $
    240
    
    
    
    15,964,807
    
    
    $
    741,591
    
    
    $
    75,849,506
    
    
    $
    715,659
    
    
    $
    (6,180,000
    )
    
    $
    19,676,774
    
    
    $
    90,803,770Exercise of stock options
    
    
    
    
    
    
    
    
    
    
    56,000
    
    
    
    2,240
    
    
    
    391,410
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    393,650Tax benefit of exercising stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    60,848
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    60,848Issuance of restricted common stock
    
    
    
    
    
    
    
    
    
    
    331
    
    
    
    13
    
    
    
    90,357
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    90,370Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,171,470
    
    
    
    6,171,470
    
    
    
    6,171,470Preferred stock dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (450,000
    )
    
    
    (450,000
    )Expense of stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    306,138
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    306,138Unrealized loss on available for sale securities, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (754,383
    )
    
    
    
    
    
    
    
    
    
    
    (754,383
    )
    
    
    (754,383
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    5,417,087Balance at September 30, 2007
    
    
    6,000
    
    
    $
    240
    
    
    
    16,021,138
    
    
    $
    743,844
    
    
    $
    76,698,259
    
    
    $
    (38,724
    )
    
    $
    (6,180,000
    )
    
    $
    25,398,244
    
    
    $
    96,621,863Exercise of stock options
    
    
    
    
    
    
    
    
    
    
    15,000
    
    
    
    600
    
    
    
    186,510
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    187,110Tax benefit of exercising stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    164,871
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    164,871Issuance of restricted common stock
    
    
    
    
    
    
    
    
    
    
    4,140
    
    
    
    166
    
    
    
    161,900
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    162,066Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    111,723,741
    
    
    
    111,723,741
    
    
    
    111,723,741Preferred stock dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (450,000
    )
    
    
    (450,000
    )Expense of stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    306,138
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    306,138Unrealized gain on available for sale securities, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    762,810
    
    
    
    
    
    
    
    
    
    
    
    762,810
    
    
    
    762,810Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    117,903,638Balance at December 31, 2007
    
    
    6,000
    
    
    $
    240
    
    
    
    16,040,278
    
    
    $
    744,610
    
    
    $
    77,517,678
    
    
    $
    724,086
    
    
    $
    (6,180,000
    )
    
    $
    136,671,985
    
    
    $
    209,478,599Treasury shares at cost
    
    
    
    
    
    
    
    
    
    
    (10,000
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (663,900
    )
    
    
    
    
    
    
    (663,900
    )Conversion of Series E
    
    
    (2,400
    )
    
    
    (96
    )
    
    
    315,786
    
    
    
    12,631
    
    
    
    (12,535
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Tax benefit of cancelled stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    468,836
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    468,836Cancellation of options and warrants
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,922,532
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,922,532
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    112,743,931
    
    
    
    112,743,931
    
    
    
    112,743,931Preferred stock dividends
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (345,000
    )
    
    
    (345,000
    )Expense of stock options
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    306,138
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    306,138Realized loss on available for sale securities, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (724,086
    )
    
    
    
    
    
    
    
    
    
    
    (724,086
    )
    
    
    (724,086
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    229,923,483Balance at March 31, 2008
    
    
    3,600
    
    
    $
    144
    
    
    
    16,346,064
    
    
    $
    757,241
    
    
    $
    72,357,585
    
    
    $
    
    
    
    $
    (6,843,900
    )
    
    $
    249,070,916
    
    
    $
    315,341,986
  7




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##### Table of Contents



CONTANGO OIL & GAS COMPANY AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited)
 1. Basis of Presentation
  2. Summary of Significant Accounting Policies
  Successful Efforts Method of Accounting.
   8




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##### Table of Contents



CONTANGO OIL & GAS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (continued)
 Cash Equivalents.
 Restricted Cash.
 Principles of Consolidation.
      9




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##### Table of Contents



CONTANGO OIL & GAS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (continued)
 Recent Accounting Pronouncements.
    Stock-Based Compensation.
 10




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##### Table of Contents



CONTANGO OIL & GAS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (continued)
  3. Natural Gas and Oil Exploration and Production Risk
   4. Customer Concentration Credit Risk
  11




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##### Table of Contents



CONTANGO OIL & GAS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (continued)
 5. Net Income (Loss) per Common Share
  Three Months Ended
    
    
    Three Months EndedMarch 31, 2008
    
    
    March 31, 2007Weighted
    
    
    
    
    
    
    
    
    
    
    WeightedAverage
    
    
    Per
    
    
    
    
    
    
    Average
    
    
    PerIncome
    
    
    Shares
    
    
    Share
    
    
    Income/(Loss)
    
    
    Shares
    
    
    ShareNet income (loss) attributable to common stock
    
    $
    43,417,498
    
    
    
    16,122,707
    
    
    $
    2.69
    
    
    $
    (135,540
    )
    
    
    15,759,324
    
    
    $
    (0.01
    )Discontinued operations, net of income taxes
    
    $
    68,981,433
    
    
    
    16,122,707
    
    
    $
    4.28
    
    
    $
    292,030
    
    
    
    15,759,324
    
    
    $
    0.02Basic Earnings per Share:Net income attributable to common stock
    
    $
    112,398,931
    
    
    
    16,122,707
    
    
    $
    6.97
    
    
    $
    156,490
    
    
    
    15,759,324
    
    
    $
    0.01Effect of Potential Dilutive Securities:Stock options
    
    
    
    
    
    
    305,003
    
    
    
    
    
    
    
    
    
    
    
    308,830
    
    
    
    Series D preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (a
    )
    
    
    (a
    )
    
    
    Series E preferred stock
    
    $
    345,000
    
    
    
    699,477
    
    
    $
    0.49
    
    
    
    
    
    
    
    
    
    
    
    Net income (loss), from continuing operations,
    
    $
    43,762,498
    
    
    
    17,127,187
    
    
    $
    2.56
    
    
    $
    (135,540
    )
    
    
    16,068,154
    
    
    $
    (0.01
    )Discontinued operations, net of income taxes
    
    $
    68,981,433
    
    
    
    17,127,187
    
    
    $
    4.03
    
    
    $
    292,030
    
    
    
    16,068,154
    
    
    $
    0.02Diluted Earnings per Share:Net income, attributable to common stock
    
    $
    112,743,931
    
    
    
    17,127,187
    
    
    $
    6.59
    
    
    $
    156,490
    
    
    
    16,068,154
    
    
    $
    0.01Anti-dilutive Securities:Series D preferred stock
    
    $
    
    
    
    
    
    
    
    
    
    
    
    $
    22,222
    
    
    
    140,740
    
    
    $
    0.16
 
 (a)
    
    Anti-dilutive. Nine Months Ended
    
    
    Nine Months EndedMarch 31, 2008
    
    
    March 31, 2007Weighted
    
    
    
    
    
    
    
    
    
    
    WeightedAverage
    
    
    Per
    
    
    
    
    
    
    Average
    
    
    PerIncome
    
    
    Shares
    
    
    Share
    
    
    Loss
    
    
    Shares
    
    
    ShareNet income (loss) attributable to common stock
    
    $
    55,314,320
    
    
    
    16,045,785
    
    
    $
    3.45
    
    
    $
    (3,000,318
    )
    
    
    15,262,085
    
    
    $
    (0.20
    )Discontinued operations, net of income taxes
    
    $
    174,079,822
    
    
    
    16,045,785
    
    
    $
    10.85
    
    
    $
    291,591
    
    
    
    15,262,085
    
    
    $
    0.02Basic Earnings per Share:Net income (loss) attributable to common stock
    
    $
    229,394,142
    
    
    
    16,045,785
    
    
    $
    14.30
    
    
    $
    (2,708,727
    )
    
    
    15,262,085
    
    
    $
    (0.18
    )Effect of Potential Dilutive Securities:Stock options
    
    
    
    
    
    
    349,747
    
    
    
    
    
    
    
    
    
    
    
    (a
    )
    
    
    Series D preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (a
    )
    
    
    (a
    )
    
    
    Series E preferred stock
    
    $
    1,245,000
    
    
    
    759,475
    
    
    $
    1.64
    
    
    
    
    
    
    
    
    
    
    
    Net income (loss), from continuing operations,
    
    $
    56,559,320
    
    
    
    17,155,007
    
    
    $
    3.30
    
    
    $
    (3,000,318
    )
    
    
    15,262,085
    
    
    $
    (0.20
    )Discontinued operations, net of income taxes
    
    $
    174,079,822
    
    
    
    17,155,007
    
    
    $
    10.15
    
    
    $
    291,591
    
    
    
    15,262,085
    
    
    $
    0.02Diluted Earnings per Share:Net income (loss), attributable to common stock
    
    $
    230,639,142
    
    
    
    17,155,007
    
    
    $
    13.45
    
    
    $
    (2,708,727
    )
    
    
    15,262,085
    
    
    $
    (0.18
    )Anti-dilutive Securities:Series D preferred stock
    
    $
    
    
    
    
    
    
    
    
    
    
    
    $
    314,722
    
    
    
    833,330
    
    
    $
    0.38
 
 (a)
    
    Anti-dilutive. 12




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##### Table of Contents



CONTANGO OIL & GAS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (continued)
 6. Adoption of FIN 48 and FSP FIN 48-1
   7. Contango Venture Capital Corporation
   8. Series E Perpetual Cumulative Convertible Preferred Stock
   13




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##### Table of Contents



CONTANGO OIL & GAS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (continued)
  9. Long-Term Debt
    10. Acquisitions
 Dutch and Mary Rose
   Pro Forma Results
  14




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##### Table of Contents



CONTANGO OIL & GAS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (continued)
 Nine Months EndedMarch 31,2008
    
    2007(Unaudited)
    
    (Unaudited)Pro Forma:Revenues
    
    $
    51,957,274
    
    
    $
    7,014,121Net income (loss)
    
    $
    59,446,827
    
    
    $
    (2,176,935
    )Basic earnings per share
    
    $
    3.63
    
    
    $
    (0.16
    )Diluted earnings per share
    
    $
    3.47
    
    
    $
    (0.16
    )
 11. Related Party Transactions
   12. Sale of Properties  Discontinued Operations
    15




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##### Table of Contents



CONTANGO OIL & GAS COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (continued)
  Operating Results:
 Three Months Ended
    
    
    Nine Months EndedMarch 31,
    
    
    March 31,2008
    
    
    2007
    
    
    2008
    
    
    2007Revenues
    
    
    (255,486
    )
    
    
    898,586
    
    
    
    8,641,857
    
    
    
    1,260,508Operating expenses
    
    
    (12,143
    )
    
    
    (170,173
    )
    
    
    (968,903
    )
    
    
    (260,769
    )Depletion expenses
    
    
    
    
    
    
    (279,136
    )
    
    
    (2,785,799
    )
    
    
    (541,729
    )Exploration expenses
    
    
    
    
    
    
    
    
    
    
    47,280
    
    
    
    (9,408
    )Gain on sale of discontinued operations
    
    
    106,392,910
    
    
    
    
    
    
    
    262,880,675
    
    
    
    Gain before income taxes
    
    
    106,125,281
    
    
    
    449,277
    
    
    
    267,815,110
    
    
    
    448,602Provision for income taxes
    
    
    (37,143,848
    )
    
    
    (157,247
    )
    
    
    (93,735,288
    )
    
    
    (157,011
    )Gain from discontinued operations, net of income taxes
    
    $
    68,981,433
    
    
    $
    292,030
    
    
    $
    174,079,822
    
    
    $
    291,591
 13. Freeport LNG Development, L.P.
  14. Subsequent Events
      16




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##### Table of Contents



Available Information
  
 Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Cautionary Statement about Forward-Looking Statements
  
    
    Our financial position
    
    Business strategy, including outsourcing
    
    Meeting our forecasts and budgets
    
    Anticipated capital expenditures
    
    Drilling of wells
    
    Natural gas and oil production and reserves
    
    Timing and amount of future discoveries (if any) and production of
natural gas and oil
    
    Operating costs and other expenses
    
    Cash flow and anticipated liquidity
    
    Prospect development
    
    Property acquisitions and sales
    
    Investments in alternative energy
  
    
    Low and/or declining prices for natural gas and oil
    
    Natural gas and oil price volatility
    
    Operational constraints, start-up delays and production shut-ins at
both operated and non-operated production platforms, pipelines and gas processing
facilities
    
    The risks associated with acting as the operator in drilling deep high
pressure wells in the Gulf of Mexico
    
    The risks associated with exploration, including cost overruns and the
drilling of non-economic wells or dry holes, especially in prospects in which the
Company has made a large capital commitment relative to the size of the Companys
capitalization structure
    
    The timing and successful drilling and completion of natural gas and
oil wells
    
    Availability of capital and the ability to repay indebtedness when due
    
    Availability of rigs and other operating equipment
    
    Ability to raise capital to fund capital expenditures
    
    Timely and full receipt of sale proceeds from the sale of our
production
 17




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##### Table of Contents




    
    The ability to find, acquire, market, develop and produce new natural
gas and oil properties
    
    Interest rate volatility
    
    Uncertainties in the estimation of proved reserves and in the
projection of future rates of production and timing of development expenditures
    
    Operating hazards attendant to the natural gas and oil business
    
    Downhole drilling and completion risks that are generally not
recoverable from third parties or insurance
    
    Potential mechanical failure or under-performance of significant wells,
production facilities, processing plants or pipeline mishaps
    
    Weather
    
    Availability and cost of material and equipment
    
    Delays in anticipated start-up dates
    
    Actions or inactions of third-party operators of our properties
    
    Actions or inactions of third-party operators of pipelines or
processing facilities
    
    The ability to find and retain skilled personnel
    
    Strength and financial resources of competitors
    
    Federal and state regulatory developments and approvals
    
    Environmental risks
    
    Worldwide economic conditions
    
    The ability to construct and operate offshore infrastructure, including
pipeline and production facilities
    
    Successful commercialization of alternative energy technologies
    
    Drilling and operating costs, production rates and ultimate reserve
recoveries in our Eugene Island 10 (Dutch) and State of Louisiana (Mary Rose)
acreage.
    
    The ability of our working interest partners to fund their working
interest commitment in our Dutch and Mary Rose development.
  Overview
  Our Strategy
  Funding exploration prospects generated by our alliance partner
 Using our limited capital availability to increase our reward/risk potential on selective
prospects.
 18




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##### Table of Contents



Operating in the Gulf of Mexico.
 Sale of proved properties.
   Controlling general and administrative and geological and geophysical costs
 Structuring transactions to share risk
 Structuring incentives to drive behavior
 Exploration Alliance with JEX
 Alliance with JEX.
 Onshore Exploration and Properties
 Arkansas Fayetteville Shale
 19




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##### Table of Contents



Texas and Louisiana
  Offshore Gulf of Mexico Exploration Joint Ventures
  Republic Exploration LLC.
    20




---



##### Table of Contents



Contango Offshore Exploration LLC.
  Non-Operated Offshore Wells.
 Contango Resources Company
 .
   Contango Operators, Inc.
  21




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##### Table of Contents



Current Activities.
       22




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##### Table of Contents



Offshore Properties
 Producing Properties.
 Area/Block
    
    WI
    
    NRI
    
    StatusContango Operators, Inc.:Eugene Island 10 #1
    
    
    26.3
    %
    
    
    21.0
    %
    
    ProducingEugene Island 10 #2
    
    
    26.3
    %
    
    
    21.0
    %
    
    ProducingEugene Island 10 #3
    
    
    26.3
    %
    
    
    21.0
    %
    
    ProducingS-L 18640 #1
    
    
    29.4
    %
    
    
    22.0
    %
    
    ProducingS-L 19266 #2
    
    
    29.4
    %
    
    
    21.1
    %
    
    ProducingContango Resources Company:Eugene Island 10 #1
    
    
    20.8
    %
    
    
    16.6
    %
    
    ProducingEugene Island 10 #2
    
    
    20.8
    %
    
    
    16.6
    %
    
    ProducingEugene Island 10 #3
    
    
    20.8
    %
    
    
    16.6
    %
    
    ProducingS-L 18640 #1
    
    
    23.8
    %
    
    
    17.9
    %
    
    ProducingS-L 19266 #2
    
    
    23.8
    %
    
    
    17.1
    %
    
    ProducingContango
Offshore Exploration LLC:Ship Shoal 358, A-3 well
    
    
    10.0
    %
    
    
    7.7
    %
    
    ProducingGrand Isle 72
    
    
    50.0
    %
    
    
    40.0
    %
    
    ProducingRepublic Exploration LLC:Eugene Island 113B
    
    
    0.0
    %
    
    
    3.3
    %
    
    ProducingWest Delta 36
    
    
    25.0
    %
    
    
    20.0
    %
    
    Producing
 Farmed-Out Properties.
 Area/Block
    
    WI
    
    NRI
    
    StatusRepublic Exploration LLC:Vermilion 154
    
    (1)
    
    (1)
    
    Drilling expected by summer 2008Vermilion 73
    
    (2)
    
    (2)
    
    Dry holeSouth Marsh Island 247
    
    (3)
    
    (3)
    
    Dry holeContango Offshore Exploration LLC:East Breaks 369
    
    
    
    
    
    Dry holeEast Breaks 370
    
    (4)
    
    (4)
    
    No drilling date has been determined yetVermilion 154
    
    (1)
    
    (1)
    
    Drilling expected by summer 2008
 
 (1)
    
    REX and COE will split a 25% back-in WI after payout.(2)
    
    Record title interest in lease has been assigned to a third party. REX is in negotiations
to change terms to a 1.5% ORRI plus a 5% WI after payout.(3)
    
    Record title interest in lease has been assigned to a third party. REX has reserved a
5% of 8/8ths ORRI before payout.(4)
    
    Farmee has until September 1, 2008 to decide if East Breaks 370 will be drilled. COE
will receive a 3.67% ORRI before project payout and a 6.67% ORRI after project payout. 23




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##### Table of Contents



Leases.
 Area/Block
    
    WI
    
    Lease DateContango Operators, Inc.:West Cameron 174
    
    
    10.00
    %
    
    Jul-03Grand Isle 63
    
    
    25.00
    %
    
    May-04Grand Isle 73
    
    
    25.00
    %
    
    May-04West Delta 43
    
    
    35.00
    %
    
    May-04S-L 18640 (LA)
    
    
    29.39
    %
    
    Jul-05S-L 18860 (LA)
    
    
    29.39
    %
    
    Jan-06Ship Shoal 14
    
    
    37.50
    %
    
    May-06Ship Shoal 25
    
    
    37.50
    %
    
    May-06South Marsh Island 57
    
    
    37.50
    %
    
    May-06South Marsh Island 59
    
    
    37.50
    %
    
    May-06South Marsh Island 75
    
    
    37.50
    %
    
    May-06South Marsh Island 282
    
    
    37.50
    %
    
    May-06Grand Isle 70
    
    
    3.65
    %
    
    Jun-06West Delta 77
    
    
    25.00
    %
    
    Jun-06Vermilion 194
    
    
    37.50
    %
    
    Jul-06Eugene Island 10
    
    
    26.25
    %
    
    Nov-06S-L 19261 (LA)
    
    
    29.39
    %
    
    Feb-07S-L 19266 (LA)
    
    
    29.39
    %
    
    Feb-07S-L 19396 (LA)
    
    
    29.39
    %
    
    Jun-07Eugene Island 11
    
    
    29.39
    %
    
    Dec-07Contango Resources Company.:S-L 18640 (LA)
    
    
    23.82
    %
    
    Jul-05S-L 18860 (LA)
    
    
    23.82
    %
    
    Jan-06Eugene Island 10
    
    
    20.80
    %
    
    Nov-06S-L 19261 (LA)
    
    
    23.82
    %
    
    Feb-07S-L 19266 (LA)
    
    
    23.82
    %
    
    Feb-07S-L 19396 (LA)
    
    
    23.82
    %
    
    Jun-07Eugene Island 11
    
    
    23.82
    %
    
    Dec-07Republic Exploration LLCWest Cameron 174
    
    
    90.00
    %
    
    Jul-03High Island 113
    
    
    100.00
    %
    
    Oct-03South Timbalier 191
    
    
    50.00
    %
    
    May-04Vermilion 36
    
    
    100.00
    %
    
    May-04Vermilion 109
    
    
    100.00
    %
    
    May-04Vermilion 134
    
    
    100.00
    %
    
    May-04West Cameron 179
    
    
    100.00
    %
    
    May-04West Cameron 185
    
    
    100.00
    %
    
    May-04West Cameron 200
    
    
    100.00
    %
    
    May-04West Delta 18
    
    
    100.00
    %
    
    May-04West Delta 33
    
    
    100.00
    %
    
    May-04West Delta 34
    
    
    100.00
    %
    
    May-04West Delta 43
    
    
    30.00
    %
    
    May-04Ship Shoal 220
    
    
    50.00
    %
    
    Jun-04South Timbalier 240
    
    
    50.00
    %
    
    Jun-04West Cameron 133
    
    
    100.00
    %
    
    Jun-04
 24




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##### Table of Contents



Area/Block
    
    WI
    
    Lease DateRepublic Exploration LLC (contd)West Cameron 80
    
    
    100.00
    %
    
    Jun-04West Cameron 167
    
    
    100.00
    %
    
    Jun-04Eugene Island 76
    
    
    0.00
    %
    
    Jul-04Vermilion 130
    
    
    100.00
    %
    
    Jul-04West Cameron 107
    
    
    100.00
    %
    
    May-05Eugene Island 168
    
    
    50.00
    %
    
    Jun-05High Island A243
    
    
    75.00
    %
    
    Jan-06South Marsh Island 57
    
    
    50.00
    %
    
    May-06South Marsh Island 59
    
    
    50.00
    %
    
    May-06South Marsh Island 75
    
    
    50.00
    %
    
    May-06South Marsh Island 282
    
    
    50.00
    %
    
    May-06Ship Shoal 14
    
    
    50.00
    %
    
    May-06Ship Shoal 25
    
    
    50.00
    %
    
    May-06West Delta 77
    
    
    50.00
    %
    
    Jun-06Vermilion 194
    
    
    50.00
    %
    
    Jul-06High Island A196
    
    
    100.00
    %
    
    Nov-06High Island A197
    
    
    100.00
    %
    
    Nov-06High Island A198
    
    
    100.00
    %
    
    Nov-06High Island 263
    
    
    100.00
    %
    
    Jan-08High Island A38
    
    
    100.00
    %
    
    Jan-08Contango Offshore Exploration LLC:Ship Shoal 358, A-3 well
    
    
    10.00
    %
    
    Jun-98Viosca Knoll 161
    
    
    50.00
    %
    
    Jul-03Eugene Island 209
    
    
    100.00
    %
    
    Jul-03High Island A16
    
    
    100.00
    %
    
    Dec-03East Breaks 283
    
    
    100.00
    %
    
    Dec-03South Timbalier 191
    
    
    50.00
    %
    
    May-04Grand Isle 63
    
    
    50.00
    %
    
    May-04Grand Isle 72
    
    
    50.00
    %
    
    May-04Grand Isle 73
    
    
    50.00
    %
    
    May-04Ship Shoal 220
    
    
    50.00
    %
    
    Jun-04South Timbalier 240
    
    
    50.00
    %
    
    Jun-04Viosca Knoll 118
    
    
    50.00
    %
    
    Jun-04Viosca Knoll 475
    
    
    100.00
    %
    
    May-05Eugene Island 168
    
    
    50.00
    %
    
    Jun-05East Breaks 366
    
    
    100.00
    %
    
    Nov-05East Breaks 410
    
    
    100.00
    %
    
    Nov-05East Breaks 167
    
    
    75.00
    %
    
    Dec-05High Island A311
    
    
    75.00
    %
    
    Dec-05East Breaks 166
    
    
    75.00
    %
    
    Jan-06High Island A342
    
    
    75.00
    %
    
    Jan-06Ship Shoal 263
    
    
    75.00
    %
    
    Jan-06Viosca Knoll 383
    
    
    100.00
    %
    
    Jan-06Grand Isle 70
    
    
    52.60
    %
    
    Jun-06Viosca Knoll 119
    
    
    50.00
    %
    
    Jun-06
 Contango Venture Capital Corporation
  25




---



##### Table of Contents



Application of Critical Accounting Policies and Managements Estimates
  Successful Efforts Method of Accounting.
 Reserve Estimates.
 26




---



##### Table of Contents



Impairment of Natural Gas and Oil Properties.
 Stock-Based Compensation.
 27




---



##### Table of Contents



MD&A Summary Data
  Three Months Ended
    
    
    Nine Months EndedMarch 31,
    
    
    March 31,2008
    
    
    2007
    
    
    Change
    
    
    2008
    
    
    2007
    
    
    ChangeRevenues:
    
    
    
    
    
    
    ($000
    )
    
    
    
    
    
    
    
    
    
    
    ($000
    )Natural gas, oil and NGL sales
    
    $
    20,780
    
    
    $
    4,517
    
    
    
    360
    %
    
    $
    47,257
    
    
    $
    6,198
    
    
    
    662
    %Total revenues
    
    $
    20,780
    
    
    $
    4,517
    
    
    
    360
    %
    
    $
    47,257
    
    
    $
    6,198
    
    
    
    662
    %Production:Natural gas (million cubic feet)
    
    
    1,555
    
    
    
    499
    
    
    
    212
    %
    
    
    4,651
    
    
    
    687
    
    
    
    577
    %Oil and condensate (thousand barrels)
    
    
    38
    
    
    
    12
    
    
    
    217
    %
    
    
    95
    
    
    
    17
    
    
    
    459
    %Natural gas liquids (thousand gallons)
    
    
    1,403
    
    
    
    *
    
    
    
    100
    %
    
    
    2,218
    
    
    
    *
    
    
    
    100
    %Total (million cubic feet equivalent)
    
    
    1,983
    
    
    
    571
    
    
    
    247
    %
    
    
    5,538
    
    
    
    789
    
    
    
    602
    %Natural gas (million cubic feet per day)
    
    
    17.1
    
    
    
    5.5
    
    
    
    208
    %
    
    
    16.9
    
    
    
    2.5
    
    
    
    575
    %Oil and condensate (thousand barrels per day)
    
    
    0.4
    
    
    
    0.1
    
    
    
    213
    %
    
    
    0.3
    
    
    
    0.1
    
    
    
    457
    %Natural gas liquids (thousand gallons per day)
    
    
    15.4
    
    
    
    *
    
    
    
    100
    %
    
    
    8.1
    
    
    
    *
    
    
    
    100
    %Total (million cubic feet equivalent per day)
    
    
    21.7
    
    
    
    6.1
    
    
    
    256
    %
    
    
    19.9
    
    
    
    3.1
    
    
    
    542
    %Average Sales Price:Natural gas (per thousand cubic feet)
    
    $
    7.35
    
    
    $
    7.75
    
    
    
    -5
    %
    
    $
    7.69
    
    
    $
    7.55
    
    
    
    2
    %Oil and condensate (per barrel)
    
    $
    102.48
    
    
    $
    56.20
    
    
    
    82
    %
    
    $
    87.22
    
    
    $
    59.81
    
    
    
    46
    %Natural gas liquids (per gallon)
    
    $
    1.56
    
    
    
    *
    
    
    
    100
    %
    
    $
    1.45
    
    
    
    *
    
    
    
    100
    %Operating expenses
    
    $
    1,483
    
    
    $
    110
    
    
    
    1248
    %
    
    $
    3,160
    
    
    $
    297
    
    
    
    964
    %Exploration expenses
    
    $
    4,262
    
    
    $
    254
    
    
    
    1578
    %
    
    $
    5,172
    
    
    $
    1,142
    
    
    
    353
    %Depreciation, depletion and amortization
    
    $
    4,077
    
    
    $
    771
    
    
    
    429
    %
    
    $
    6,003
    
    
    $
    1,013
    
    
    
    493
    %Impairment of natural gas and oil properties
    
    $
    837
    
    
    $
    
    
    
    
    100
    %
    
    $
    837
    
    
    $
    192
    
    
    
    336
    %General and administrative expenses
    
    $
    2,210
    
    
    $
    2,371
    
    
    
    -7
    %
    
    $
    5,307
    
    
    $
    4,900
    
    
    
    8
    %Interest expense, net of interest capitalized
    
    $
    1,426
    
    
    $
    740
    
    
    
    93
    %
    
    $
    3,585
    
    
    $
    1,297
    
    
    
    176
    %Interest income
    
    $
    915
    
    
    $
    231
    
    
    
    296
    %
    
    $
    1,763
    
    
    $
    638
    
    
    
    176
    %Gain (loss) on sale of asset and other
    
    $
    59,919
    
    
    $
    (678
    )
    
    
    8938
    %
    
    $
    62,035
    
    
    $
    (1,994
    )
    
    
    3211
    %
 
 *
    
    Not meaningful Three Months Ended March 31, 2008 Compared to Three Months Ended March 31, 2007
 Natural Gas, Oil and Natural Gas Liquids (NGL) Sales.
 28




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##### Table of Contents



Natural Gas, Oil and NGL Production and Average Sales Prices.
 Operating Expenses.
 Exploration Expense.
 Depreciation, Depletion and Amortization.
 Impairment of Natural Gas and Oil Properties.
 General and Administrative Expenses.
   Interest Expense.
 29




---



##### Table of Contents



Interest Income.
 Gain (Loss) on Sale of Assets and Other.
 Nine Months Ended March 31, 2008 Compared to Nine Months Ended March 31, 2007
 Natural Gas, Oil and NGL Sales.
  Natural Gas, Oil and NGL Production and Average Sales Prices.
 Operating Expenses.
 Exploration Expense.
 Depreciation, Depletion and Amortization.
 Impairment of Natural Gas and Oil Properties.
 30




---



##### Table of Contents



General and Administrative Expenses.
   Interest Expense.
 Interest Income.
 Gain (Loss) on Sale of Assets and Other.
 31




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##### Table of Contents



Production, Prices, Operating Expenses, and Other
 Three Months Ended
    
    
    Nine Months EndedMarch 31,
    
    
    March 31,2008
    
    
    2007
    
    
    2008
    
    
    2007(Dollar amounts in 000s,
    
    
    (Dollar amounts in 000s,except per Mcfe amounts)
    
    
    except per Mcfe amounts)Production Data:Natural gas (million cubic feet)
    
    
    1,555
    
    
    
    499
    
    
    
    4,651
    
    
    
    687Oil and condensate (thousand barrels)
    
    
    38
    
    
    
    12
    
    
    
    95
    
    
    
    17Natural gas liquids (thousand gallons)
    
    
    1,403
    
    
    
    *
    
    
    
    2,218
    
    
    
    *Total (million cubic feet equivalent)
    
    
    1,983
    
    
    
    571
    
    
    
    5,538
    
    
    
    789Natural gas (million cubic feet per day)
    
    
    17.1
    
    
    
    5.5
    
    
    
    16.9
    
    
    
    2.5Oil and condensate (thousand barrels per day)
    
    
    0.4
    
    
    
    0.1
    
    
    
    0.3
    
    
    
    0.1Natural gas liquids (thousand gallons per day)
    
    
    15.4
    
    
    
    *
    
    
    
    8.1
    
    
    
    *Total (million cubic feet equivalent per day)
    
    
    21.7
    
    
    
    6.1
    
    
    
    19.9
    
    
    
    3.1Average Sales Price:Natural gas (per thousand cubic feet)
    
    $
    7.35
    
    
    $
    7.75
    
    
    $
    7.69
    
    
    $
    7.55Oil and condensate (per barrel)
    
    $
    102.48
    
    
    $
    56.20
    
    
    $
    87.22
    
    
    $
    59.81Natural gas liquids (per gallon)
    
    $
    1.56
    
    
    
    *
    
    
    $
    1.45
    
    
    
    *Selected data per Mcfe:Lease operating expenses
    
    $
    0.75
    
    
    $
    0.19
    
    
    $
    0.57
    
    
    $
    0.38General and administrative expenses
    
    $
    1.12
    
    
    $
    4.17
    
    
    $
    0.96
    
    
    $
    6.21Depreciation, depletion and amortization of
natural gas and oil properties
    
    $
    2.00
    
    
    $
    1.15
    
    
    $
    1.01
    
    
    $
    1.28
 
 *
    
    Not meaningful Capital Resources and Liquidity
   Operating Activities.
 32




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##### Table of Contents



Investing Activities.
 Financing Activities.
 Capital Budget.
    Natural Gas and Oil Reserves
   ProvedReserves as ofMarch 31, 2008Natural Gas (MMcf)
    
    
    189,326Oil, Condensate and Natural Gas Liquids (MBbls)
    
    
    8,140Total proved reserves (Mmcfe)
    
    
    238,166Pre-tax net present value, SEC guidelines ($000)
    
    $
    1,753,849
 33




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##### Table of Contents



Credit Facility
    34




---



##### Table of Contents



Risk Factors
 In addition to the other information set forth elsewhere in this Form 10-Q and in our annual
report on Form 10-K , you should carefully consider the following factors when evaluating the
Company. An investment in the Company is subject to risks inherent in our business. The trading
price of the shares of the Company is affected by the performance of our business relative to,
among other things, competition, market conditions and general economic and industry conditions.
The value of an investment in the Company may decrease, resulting in a loss. The risk factors
listed below are not all inclusive.
 We have no ability to control the prices that we receive for natural gas and oil. Natural gas and
oil prices fluctuate widely, and low prices would have a material adverse effect on our revenues,
profitability and growth.
  
    
    The domestic and foreign supply of natural gas and oil.
    
    Overall economic conditions.
    
    The level of consumer product demand.
    
    Adverse weather conditions and natural disasters.
    
    The price and availability of competitive fuels such as heating oil and
coal.
    
    Political conditions in the Middle East and other natural gas and oil
producing regions.
    
    The level of LNG imports.
    
    Domestic and foreign governmental regulations.
    
    Potential price controls and special taxes.
    
    Access to pipelines and gas processing plants.
 We depend on the services of our chairman, chief executive officer and chief financial officer, and
implementation of our business plan could be seriously harmed if we lost his services.
  We are highly dependent on the technical services provided by our alliance partners and could be
seriously harmed if our alliance agreements were terminated.
  Our ability to successfully execute our business plan is dependent on our ability to obtain
adequate financing.
  35




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##### Table of Contents



We frequently obtain capital through the sale of our producing properties.
  We assume additional risk as Operator in drilling high pressure wells in the Gulf of Mexico.
   Most of our revenues and production are from our Dutch wells and we depend upon outside third
parties to operate and maintain our production, pipelines and processing facilities.
  Repeated production shut-ins can possibly damage our well bores.
  36




---



##### Table of Contents



We are highly dependent on the lending availability of a single company.
  We have outsourced the marketing of our production and the vast majority of our revenues are from
one purchaser, Cokinos Energy Corporation.
  Our capital exploration is focused on highly capital intensive prospect areas which increase our
risk of incurring significant losses.
  Natural gas and oil reserves are depleting assets and the failure to replace our reserves would
adversely affect our production and cash flows.
  Reserve estimates depend on many assumptions that may turn out to be inaccurate. Any material
inaccuracies in these reserve estimates or underlying assumptions could materially affect the
quantities and present values of our reserves.
    37




---



##### Table of Contents



We rely on the accuracy of the estimates in the reservoir engineering reports provided to us by our
outside engineers.
  Exploration is a high risk activity, and our participation in drilling activities may not be
successful.
  
    
    Unexpected drilling conditions.
    
    Blowouts, fires or explosions with resultant injury, death or
environmental damage.
    
    Pressure or irregularities in formations.
    
    Equipment failures or accidents.
    
    Tropical storms, hurricanes and other adverse weather conditions.
    
    Compliance with governmental requirements and laws, present and future.
    
    Shortages or delays in the availability of drilling rigs and the
delivery of equipment.
    
    Our turnkey drilling contracts reverting to a day rate contract which
would significantly increase the cost and risk to the Company.
    
    Problems at third party operated platforms, pipelines and gas
processing facilities over which we have no control.
   38




---



##### Table of Contents



The natural gas and oil business involves many operating risks that can cause substantial losses.
  
    
    Blowouts, fires and explosions.
    
    Surface cratering.
    
    Uncontrollable flows of underground natural gas, oil or formation
water.
    
    Natural disasters.
    
    Pipe and cement failures.
    
    Casing collapses.
    
    Stuck drilling and service tools.
    
    Abnormal pressure formations.
    
    Environmental hazards such as natural gas leaks, oil spills, pipeline
ruptures or discharges of toxic gases.
    
    Capacity constraints, equipment malfunctions and other problems at
third party operated platforms, pipelines and gas processing plants over which we
have no control.
    
    Repeated shut-ins of our well bores could significantly damage our well
bores.
  
    
    Injury or loss of life.
    
    Reservoir damage.
    
    Severe damage to and destruction of property or equipment.
    
    Pollution and other environmental damage.
    
    Clean-up responsibilities.
    
    Regulatory investigations and penalties.
    
    Suspension of our operations or repairs necessary to resume operations.
   Not hedging our production may result in losses.
  Our ability to market our natural gas and oil may be impaired by capacity constraints and equipment
malfunctions on the platforms, gathering systems, pipelines and gas plants that transport and
process our natural gas and oil.
  39




---



##### Table of Contents



We have no assurance of title to our leased interests.
  Competition in the natural gas and oil industry is intense, and we are smaller and have a more
limited operating history than many of our competitors.
  We are subject to complex laws and regulations, including environmental regulations that can
adversely affect the cost, manner or feasibility of doing business.
  
    
    Require that we obtain permits before commencing drilling.
    
    Restrict the substances that can be released into the environment in
connection with drilling and production activities.
    
    Limit or prohibit drilling activities on protected areas, such as
wetlands or wilderness areas.
    
    Require remedial measures to mitigate pollution from former operations,
such as plugging abandoned wells.
  40




---



##### Table of Contents



We cannot control the activities on properties we do not operate.
  
    
    Timing and amount of capital expenditures.
    
    The operators expertise and financial resources.
    
    Approval of other participants in drilling wells.
    
    Selection of technology.
 Acquisition prospects are difficult to assess and may pose additional risks to our operations.
  
    
    Recoverable reserves.
    
    Exploration potential.
    
    Future natural gas and oil prices.
    
    Operating costs.
    
    Potential environmental and other liabilities and other factors.
    
    Permitting and other environmental authorizations required for our
operations.
   
    
    Problems integrating the purchased operations, personnel or
technologies.
    
    Unanticipated costs.
    
    Diversion of resources and management attention from our exploration
business.
    
    Entry into regions or markets in which we have limited or no prior
experience.
    
    Potential loss of key employees, particularly those of the acquired
organization.
 41




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##### Table of Contents



Anti-takeover provisions of our certificate of incorporation, bylaws and Delaware law could
adversely effect a potential acquisition by third parties that may ultimately be in the financial
interests of our stockholders.
  
    
    Designate the terms of and issue new series of preferred stock.
    
    Limit the personal liability of directors.
    
    Limit the persons who may call special meetings of stockholders.
    
    Prohibit stockholder action by written consent.
    
    Establish advance notice requirements for nominations for election of
the board of directors and for proposing matters to be acted on by stockholders at
stockholder meetings.
    
    Require us to indemnify directors and officers to the fullest extent
permitted by applicable law.
    
    Impose restrictions on business combinations with some interested
parties.
 Our common stock is thinly traded.
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
 Interest Rate and Credit Rating Risks.
  Commodity Risk
 
 Item 4. Controls and Procedures
  42




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##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1A. Risk Factors
  
 Item 6. Exhibits
 (a) Exhibits:
  ExhibitNumber
    
    Description2.1
    
    
    Purchase and Sale Agreement, by and between Juneau Exploration, L.P. and REX Offshore
Corporation, dated as of September 1, 2005. (1)2.2
    
    
    Purchase and Sale Agreement, by and between Juneau Exploration, L.P. and COE Offshore, LLC
dated as of September 1, 2005. (1)2.3
    
    
    Purchase and Sale Agreement between Contango STEP, LP and Rosetta Resources Operating LP,
dated April 28, 2006. (2)2.4
    
    
    Purchase and Sale Agreement between Contango Operators, Inc. and Rosetta Resources Offshore
LLC, dated December 14, 2006. (3)2.5
    
    
    Asset Purchase Agreement by and among Petrohawk Energy Corporation and Contango Operators
Inc. (successor-in-interest to Contango Gas Solutions, L.P.), Alta Resources, L.L.C., GPM
Energy, LLC, MND Partners, L.P. and TePee Petroleum Company, Inc., dated as of November 26,
2007. (4)2.7
    
    
    Asset Purchase Agreement by and among XTO Energy Inc. and Contango Operators, Inc., Alta
Resources, L.L.C., GPM Energy, LLC, MND Partners, L.P. and TePee Petroleum Company, Inc.,
dated as of January 4, 2008. (5)2.8
    
    
    Partnership Interest Purchase Agreement by and among Turbo LNG LLC, Contango Sundance, Inc.
and Osaka Gas Co., Ltd., as Guarantor, dated January 7, 2008. (6)3.1
    
    
    Certificate of Incorporation of Contango Oil & Gas Company. (7)3.2
    
    
    Bylaws of Contango Oil & Gas Company. (7)3.3
    
    
    Agreement of Plan of Merger of Contango Oil & Gas Company, a Delaware corporation, and
Contango Oil & Gas Company, a Nevada corporation. (7)3.4
    
    
    Amendment to the Certificate of Incorporation of Contango Oil & Gas Company. (8)4.1
    
    
    Facsimile of common stock certificate of Contango Oil & Gas Company. (9)4.2
    
    
    Certificate of Designations, Preferences and Relative Rights and Limitations for Series E
Perpetual Cumulative Convertible Preferred Stock of Contango Oil & Gas Company. (10)
 43




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##### Table of Contents



ExhibitNumber
    
    Description4.3
    
    
    Securities Purchase Agreement, dated as of May 11, 2007, among Contango Oil & Gas Company and
the Purchasers named therein, relating to the Series E Perpetual Cumulative Convertible
Preferred Stock. (10)10.1
    
    
    Assignment of Operating Rights Interest between CGM, LP and Contango Operators, Inc., dated
as of January 3, 2008. (11)10.2
    
    
    Partial Assignment of Oil and Gas Leases between CGM, LP and Contango Operators, Inc., dated
as of January 3, 2008. (11)10.3
    
    
    Assignment of Operating Rights Interest between CGM, LP and Contango Operators, Inc., dated
as of January 3, 2008. (11)10.4
    
    
    Assignment of Operating Rights Interest between Olympic Energy Partners, LLC and Contango
Operators, Inc., dated as of January 3, 2008. (11)10.5
    
    
    Partial Assignment of Oil and Gas Leases between Olympic Energy Partners, LLC and Contango
Operators, Inc. dated as of January 3, 2008. (11)10.6
    
    
    Assignment of Operating Rights Interest between Olympic Energy Partners, LLC and Contango
Operators, Inc., dated as of January 3, 2008. (11)10.7
    
    
    Assignment of Operating Rights Interest between Juneau Exploration, LP and Contango
Operators, Inc., dated as of January 3, 2008. (11)10.8
    
    
    Partial Assignment of Oil and Gas Leases between Juneau Exploration, LP and Contango
Operators, Inc., dated as of January 3, 2008. (11)10.9
    
    
    Assignment of Operating Rights Interest between Juneau Exploration, LP and Contango
Operators, Inc., dated as of January 3, 2008. (11)10.10
    
    
    Assignment of Operating Rights Interest between Juneau Exploration, LP and Contango
Operators, Inc., dated as of April 3, 2008. (12)10.11
    
    
    Partial Assignment of Oil and Gas Leases between Juneau Exploration, LP and Contango
Operators, Inc., dated as of April 3, 2008. (12)10.12
    
    
    Assignment of Operating Rights Interest between Juneau Exploration, LP and Contango
Operators, Inc., dated as of April 3, 2008. (12)10.13
    
    
    Assignment of Operating Rights Interest between Olympic Energy Partners, LLC and Contango
Operators, Inc., dated as of April 3, 2008. (12)10.14
    
    
    Partial Assignment of Oil and Gas Leases between Olympic Energy Partners, LLC and Contango
Operators, Inc. dated as of April 3, 2008. (12)10.15
    
    
    Assignment of Operating Rights Interest between Olympic Energy Partners, LLC and Contango
Operators, Inc., dated as of April 3, 2008. (12)10.16
    
    
    Amended and Restated Limited Liability Company Agreement of Republic Exploration LLC, dated
April 1, 2008. (12)10.17
    
    
    Third Amendment to Term Loan Agreement, dated as of January 17, 2008, between Contango Oil &
Gas Company, as Borrower, and Centaurus Capital LLC, as Lender. (13)10.18
    
    
    Fourth Amendment to Term Loan Agreement, dated as of February 13, 2008, between Contango Oil
& Gas Company, as Borrower, and Centaurus Capital LLC, as Lender. 23.2
    
    
    Consent of William M. Cobb & Associates, Inc. 31.1
    
    
    Certification required by Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934. 32.1
    
    
    Certification pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. 
 
 
    
    Filed herewith.1.
    
    Filed as an exhibit to the Companys report on Form 8-K, dated September 2, 2005, as
filed with the Securities and Exchange Commission on September 8, 2005.2.
    
    Filed as an exhibit to the Companys report on Form 10-Q for the quarter ended March
31, 2006, dated May 15, 2006, as filed with the Securities and Exchange Commission.3.
    
    Filed as an exhibit to the Companys report on Form 8-K, dated December 14, 2006, as
filed with the Securities and Exchange Commission on December 20, 2006. 44




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##### Table of Contents



4.
    
    Filed as an exhibit to the Companys report on Form 8-K, dated November 26, 2007, as
filed with the Securities and Exchange Commission on November 29, 2007.5.
    
    Filed as an exhibit to the Companys report on Form 8-K, dated January 4, 2008, as
filed with the Securities and Exchange Commission on January 10, 2008.6.
    
    Filed as an exhibit to the Companys report on Form 8-K, dated February 5, 2008, as
filed with the Securities and Exchange Commission on February 8, 2008.7.
    
    Filed as an exhibit to the Companys report on Form 8-K, dated December 1, 2000, as
filed with the Securities and Exchange Commission on December 15, 2000.8.
    
    Filed as an exhibit to the Companys report on Form 10-QSB for the quarter ended
December 31, 2002, dated November 14, 2002, as filed with the Securities and Exchange
Commission.9.
    
    Filed as an exhibit to the Companys Form 10-SB Registration Statement, as filed with
the Securities and Exchange Commission on October 16, 1998.10.
    
    Filed as an exhibit to the Companys report on Form 8-K, dated May 11, 2007, as filed
with the Securities and Exchange Commission on May 17, 2007.11.
    
    Filed as an exhibit to the Companys report on Form 8-K, dated January 3, 2008, as
filed with the Securities and Exchange Commission on January 9, 2008.12.
    
    Filed as an exhibit to the Companys report on Form 8-K, dated April 3, 2008, as filed
with the Securities and Exchange Commission on April 9, 2008.13.
    
    Filed as an exhibit to the Companys report on Form 8-K, dated January 17, 2008, as
filed with the Securities and Exchange Commission on January 24, 2008. 45




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##### Table of Contents



SIGNATURES
  CONTANGO OIL & GAS COMPANYDate:  May 12, 2008
    By:
    /s/  KENNETH R. PEAKKenneth R. PeakChairman, Chief Executive Officer and
Chief Financial Officer
(Principal Executive and Financial Officer)Date:  May 12, 2008
    By:
    /s/  LESIA BAUTINALesia BautinaSenior Vice President and Controller
(Principal Accounting Officer) 46




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##### Table of Contents



INDEX TO EXHIBITS
 ExhibitNumber
    
    Description2.1
    
    
    Purchase and Sale Agreement, by and between Juneau Exploration, L.P. and REX Offshore
Corporation, dated as of September 1, 2005. (1)2.2
    
    
    Purchase and Sale Agreement, by and between Juneau Exploration, L.P. and COE Offshore, LLC
dated as of September 1, 2005. (1)2.3
    
    
    Purchase and Sale Agreement between Contango STEP, LP and Rosetta Resources Operating LP,
dated April 28, 2006. (2)2.4
    
    
    Purchase and Sale Agreement between Contango Operators, Inc. and Rosetta Resources Offshore
LLC, dated December 14, 2006. (3)2.5
    
    
    Asset Purchase Agreement by and among Petrohawk Energy Corporation and Contango Operators
Inc. (successor-in-interest to Contango Gas Solutions, L.P.), Alta Resources, L.L.C., GPM
Energy, LLC, MND Partners, L.P. and TePee Petroleum Company, Inc., dated as of November 26,
2007. (4)2.7
    
    
    Asset Purchase Agreement by and among XTO Energy Inc. and Contango Operators, Inc., Alta
Resources, L.L.C., GPM Energy, LLC, MND Partners, L.P. and TePee Petroleum Company, Inc.,
dated as of January 4, 2008. (5)2.8
    
    
    Partnership Interest Purchase Agreement by and among Turbo LNG LLC, Contango Sundance, Inc.
and Osaka Gas Co., Ltd., as Guarantor, dated January 7, 2008. (6)3.1
    
    
    Certificate of Incorporation of Contango Oil & Gas Company. (7)3.2
    
    
    Bylaws of Contango Oil & Gas Company. (7)3.3
    
    
    Agreement of Plan of Merger of Contango Oil & Gas Company, a Delaware corporation, and
Contango Oil & Gas Company, a Nevada corporation. (7)3.4
    
    
    Amendment to the Certificate of Incorporation of Contango Oil & Gas Company. (8)4.1
    
    
    Facsimile of common stock certificate of Contango Oil & Gas Company. (9)4.2
    
    
    Certificate of Designations, Preferences and Relative Rights and Limitations for Series E
Perpetual Cumulative Convertible Preferred Stock of Contango Oil & Gas Company. (10)




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##### Table of Contents



ExhibitNumber
    
    Description4.3
    
    
    Securities Purchase Agreement, dated as of May 11, 2007, among Contango Oil & Gas Company and
the Purchasers named therein, relating to the Series E Perpetual Cumulative Convertible
Preferred Stock. (10)10.1
    
    
    Assignment of Operating Rights Interest between CGM, LP and Contango Operators, Inc., dated
as of January 3, 2008. (11)10.2
    
    
    Partial Assignment of Oil and Gas Leases between CGM, LP and Contango Operators, Inc., dated
as of January 3, 2008. (11)10.3
    
    
    Assignment of Operating Rights Interest between CGM, LP and Contango Operators, Inc., dated
as of January 3, 2008. (11)10.4
    
    
    Assignment of Operating Rights Interest between Olympic Energy Partners, LLC and Contango
Operators, Inc., dated as of January 3, 2008. (11)10.5
    
    
    Partial Assignment of Oil and Gas Leases between Olympic Energy Partners, LLC and Contango
Operators, Inc. dated as of January 3, 2008. (11)10.6
    
    
    Assignment of Operating Rights Interest between Olympic Energy Partners, LLC and Contango
Operators, Inc., dated as of January 3, 2008. (11)10.7
    
    
    Assignment of Operating Rights Interest between Juneau Exploration, LP and Contango
Operators, Inc., dated as of January 3, 2008. (11)10.8
    
    
    Partial Assignment of Oil and Gas Leases between Juneau Exploration, LP and Contango
Operators, Inc., dated as of January 3, 2008. (11)10.9
    
    
    Assignment of Operating Rights Interest between Juneau Exploration, LP and Contango
Operators, Inc., dated as of January 3, 2008. (11)10.10
    
    
    Assignment of Operating Rights Interest between Juneau Exploration, LP and Contango
Operators, Inc., dated as of April 3, 2008. (12)10.11
    
    
    Partial Assignment of Oil and Gas Leases between Juneau Exploration, LP and Contango
Operators, Inc., dated as of April 3, 2008. (12)10.12
    
    
    Assignment of Operating Rights Interest between Juneau Exploration, LP and Contango
Operators, Inc., dated as of April 3, 2008. (12)10.13
    
    
    Assignment of Operating Rights Interest between Olympic Energy Partners, LLC and Contango
Operators, Inc., dated as of April 3, 2008. (12)10.14
    
    
    Partial Assignment of Oil and Gas Leases between Olympic Energy Partners, LLC and Contango
Operators, Inc. dated as of April 3, 2008. (12)10.15
    
    
    Assignment of Operating Rights Interest between Olympic Energy Partners, LLC and Contango
Operators, Inc., dated as of April 3, 2008. (12)10.16
    
    
    Amended and Restated Limited Liability Company Agreement of Republic Exploration LLC, dated
April 1, 2008. (12)10.17
    
    
    Third Amendment to Term Loan Agreement, dated as of January 17, 2008, between Contango Oil &
Gas Company, as Borrower, and Centaurus Capital LLC, as Lender. (13)10.18
    
    
    Fourth Amendment to Term Loan Agreement, dated as of February 13, 2008, between Contango Oil
& Gas Company, as Borrower, and Centaurus Capital LLC, as Lender. 23.2
    
    
    Consent of William M. Cobb & Associates, Inc. 31.1
    
    
    Certification required by Rules 13a-14 and 15d-14 under the Securities Exchange Act of 1934. 32.1
    
    
    Certification pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002. 
 
 
    
    Filed herewith.1.
    
    Filed as an exhibit to the Companys report on Form 8-K, dated September 2, 2005, as
filed with the Securities and Exchange Commission on September 8, 2005.2.
    
    Filed as an exhibit to the Companys report on Form 10-Q for the quarter ended March
31, 2006, dated May 15, 2006, as filed with the Securities and Exchange Commission.3.
    
    Filed as an exhibit to the Companys report on Form 8-K, dated December 14, 2006, as
filed with the Securities and Exchange Commission on December 20, 2006.




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##### Table of Contents



4.
    
    Filed as an exhibit to the Companys report on Form 8-K, dated November 26, 2007, as
filed with the Securities and Exchange Commission on November 29, 2007.5.
    
    Filed as an exhibit to the Companys report on Form 8-K, dated January 4, 2008, as
filed with the Securities and Exchange Commission on January 10, 2008.6.
    
    Filed as an exhibit to the Companys report on Form 8-K, dated February 5, 2008, as
filed with the Securities and Exchange Commission on February 8, 2008.7.
    
    Filed as an exhibit to the Companys report on Form 8-K, dated December 1, 2000, as
filed with the Securities and Exchange Commission on December 15, 2000.8.
    
    Filed as an exhibit to the Companys report on Form 10-QSB for the quarter ended
December 31, 2002, dated November 14, 2002, as filed with the Securities and Exchange
Commission.9.
    
    Filed as an exhibit to the Companys Form 10-SB Registration Statement, as filed with
the Securities and Exchange Commission on October 16, 1998.10.
    
    Filed as an exhibit to the Companys report on Form 8-K, dated May 11, 2007, as filed
with the Securities and Exchange Commission on May 17, 2007.11.
    
    Filed as an exhibit to the Companys report on Form 8-K, dated January 3, 2008, as
filed with the Securities and Exchange Commission on January 9, 2008.12.
    
    Filed as an exhibit to the Companys report on Form 8-K, dated April 3, 2008, as filed
with the Securities and Exchange Commission on April 9, 2008.13.
    
    Filed as an exhibit to the Companys report on Form 8-K, dated January 17, 2008, as
filed with the Securities and Exchange Commission on January 24, 2008.