Edgar Filing: CONTANGO OIL & GAS CO

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

WILLIAMS DARRELL W

2. Issuer Name and Ticker or Trading Symbol
CONTANGO OIL & GAS CO [MCF]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

3700 BUFFALO SPEEDWAY, SUITE 960

3. Date of Earliest Transaction (Month/Day/Year)
07/28/2006

(Street)

HOUSTON, TX 77098

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/28/2006		G		10,454	D	$ 0	147,224	D
Common Stock	07/28/2006		S		500	D	$ 13.39	146,724	D
Common Stock	07/28/2006		S		1,500	D	$ 13.38	145,224	D
Common Stock	07/28/2006		S		300	D	$ 13.38	144,924	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to buy)

$ 3.08

07/28/2006

1,000

03/31/2003

03/31/2008

Common Stock

1,000

$ 10.3 ⁽¹⁾

Stock Option (Right to buy)

$ 4.09

07/28/2006

1,000

06/30/2003

06/30/2008

Common Stock

1,000

$ 9.29 ⁽¹⁾

Stock Option (Right to buy)

$ 4.15

07/28/2006

1,000

09/29/2003

09/29/2008

Common Stock

1,000

$ 9.23 ⁽¹⁾

Stock Option (Right to buy)

$ 6.99

07/28/2006

1,000

12/31/2003

12/31/2008

Common Stock

1,000

$ 6.39 ⁽¹⁾

Stock Option (Right to buy)

$ 7.75

07/28/2006

2,000

03/31/2004

03/31/2009

Common Stock

2,000

$ 5.63 ⁽¹⁾

Stock Option (Right to buy)

$ 6.65

07/28/2006

2,000

06/30/2004

06/30/2009

Common Stock

2,000

$ 6.73 ⁽¹⁾

Stock Option (Right to buy)

$ 6.68

07/28/2006

1,000

09/30/2004

09/30/2009

Common Stock

1,000

$ 6.7 ⁽²⁾

1,000

Stock Option (Right to buy)

$ 7.24

07/28/2006

1,000

12/31/2004

12/31/2009

Common Stock

1,000

$ 6.14 ⁽²⁾

1,000

Stock Option (Right to buy)

$ 8.35

07/28/2006

2,000

03/31/2005

03/31/2010

Common Stock

2,000

$ 5.03 ⁽²⁾

1,000

Stock Option (Right to buy)

$ 9.2

07/28/2006

2,000

06/30/2005

06/30/2010

Common Stock

2,000

$ 4.18 ⁽²⁾

1,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
WILLIAMS DARRELL W 3700 BUFFALO SPEEDWAY SUITE 960 HOUSTON, TX 77098	X

Signatures

Sergio Castro, Attorney-in-Fact for Darrell W. Williams		08/01/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The option was cancelled by mutual agreement of the reporting person and Contango Oil & Gas Company. The reporting person received a total of $91,190 as consideration for all the cancellations
(2)	The vested portion of the option was cancelled by mutual agreement of the reporting person and Contango Oil & Gas Company. The reporting person received a total of $91,190 as consideration for all the cancellations

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