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)
02/13/2008
(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)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to buy) $ 6.68 02/13/2008   D     1,000 09/30/2004 09/30/2009 Common Stock 1,000 $ 59.71 (1) 0 D  
Stock Option (Right to buy) $ 7.24 02/13/2008   D     1,000 12/31/2004 12/31/2009 Common Stock 1,000 $ 59.15 (2) 0 D  
Stock Option (Right to buy) $ 8.35 02/13/2008   D     1,000 03/31/2005 03/31/2010 Common Stock 1,000 $ 58.04 (3) 0 D  
Stock Option (Right to buy) $ 9.2 02/13/2008   D     1,000 06/30/2005 06/30/2010 Common Stock 1,000 $ 57.19 (4) 0 D  
Stock Option (Right to buy) $ 12.04 02/13/2008   D     3,000 09/30/2005 09/30/2010 Common Stock 3,000 $ 54.35 (5) 0 D  
Stock Option (Right to buy) $ 11.44 02/13/2008   D     3,000 12/31/2005 12/31/2010 Common Stock 3,000 $ 54.95 (6) 0 D  
Stock Option (Right to buy) $ 12.95 02/13/2008   D     2,000 03/31/2006 03/31/2011 Common Stock 2,000 $ 53.44 (7) 1,000 D  
Stock Option (Right to buy) $ 14.14 02/13/2008   D     2,000 06/30/2006 06/30/2011 Common Stock 2,000 $ 52.25 (8) 1,000 D  
Stock Option (Right to buy) $ 11.8 02/13/2008   D     2,000 09/30/2006 09/30/2011 Common Stock 2,000 $ 54.59 (9) 1,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 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   02/15/2008
**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) These options were cancelled by mutual agreement of the reporting person and Contango Oil & Gas Company. The reporting person recieved $59,710 as consideration for the cancellation.
(2) These options were cancelled by mutual agreement of the reporting person and Contango Oil & Gas Company. The reporting person recieved $59,150 as consideration for the cancellation.
(3) These options were cancelled by mutual agreement of the reporting person and Contango Oil & Gas Company. The reporting person recieved $58,040 as consideration for the cancellation.
(4) These options were cancelled by mutual agreement of the reporting person and Contango Oil & Gas Company. The reporting person recieved $57,190 as consideration for the cancellation.
(5) These options were cancelled by mutual agreement of the reporting person and Contango Oil & Gas Company. The reporting person recieved $163,050 as consideration for the cancellation.
(6) These options were cancelled by mutual agreement of the reporting person and Contango Oil & Gas Company. The reporting person recieved $164,850 as consideration for the cancellation.
(7) These options were cancelled by mutual agreement of the reporting person and Contango Oil & Gas Company. The reporting person recieved $106,880 as consideration for the cancellation.
(8) These options were cancelled by mutual agreement of the reporting person and Contango Oil & Gas Company. The reporting person recieved $104,500 as consideration for the cancellation.
(9) These options were cancelled by mutual agreement of the reporting person and Contango Oil & Gas Company. The reporting person recieved $109,180 as consideration for the cancellation.

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