United States securities and exchange commission logo





                              August 12, 2021

       E. Joseph Grady
       Chief Financial Officer and Chief Accounting Officer
       CONTANGO OIL & GAS CO
       717 Texas Ave., Suite 2900
       Houston, Texas 77002

                                                        Re: CONTANGO OIL & GAS
CO
                                                            Form 10-K for the
Fiscal Year Ended December 31, 2020
                                                            Filed March 10,
2021
                                                            File No. 001-16317

       Dear Mr. Grady:

              We have reviewed your August 5, 2021 response to our comment
letter and have the
       following comments. In some of our comments, we may ask you to provide
us with information
       so we may better understand your disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

              After reviewing your response to these comments, we may have
additional comments.
       Unless we note otherwise, our references to prior comments are to
comments in our July 27,
       2021 letter.

       Form 10-K for the Fiscal Year Ended December 31, 2020

       Exhibit Number 99.1 Report of William M. Cobb & Associates, Inc., page
80

   1.                                                   We have read your
response to prior comment 12 and note the revised reserve report
                                                        prepared by William M.
Cobb has removed the references to Exhibit A and Exhibit B but
                                                        retained the
description of these items which are not provided within the reserve report or
                                                        within your 10-K
disclosure. Please obtain and submit a revised reserve report which
                                                        includes this
information or remove these references.
       Exhibit Number 99.2 Report of W.D. Von Gonten and Company, page 80

   2.                                                   We have read your
response to prior comment 8 and note we are unable to find the revised
                                                        disclosure or the
reason why a revision is not needed. We are reissuing our original
                                                        comment, "Disclosure of
the "Reporting Requirements" provided on page 2 references the
 E. Joseph Grady
CONTANGO OIL & GAS CO
August 12, 2021
Page 2
         SPE PRMS and Rule 4-10 of Regulation S-X but appears to indicate that
the estimated
         proved reserves shown in the report were prepared in conformance with
the SPE
         definitions. Furthermore, the disclosure refers to regulations and
standards under Item 102
         of Regulation S-K and the Financial Accounting Standards Board (FASB)
Statement No.
         69 which have been updated pursuant to the Modernization of Oil and
Gas
         Reporting; Final Rule. Please obtain and submitt a revised reserve
report which resolves
         these inconsistencies or tell us why a revision is not needed."
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       You may contact Sandra Wall, Petroleum Engineer, at (202) 551-4727 if
you have
questions regarding the engineering comments. Please contact Brad Skinner,
Office Chief, at
(202) 551-3489 with any other questions.



FirstName LastNameE. Joseph Grady                             Sincerely,
Comapany NameCONTANGO OIL & GAS CO
                                                              Division of
Corporation Finance
August 12, 2021 Page 2                                        Office of Energy
& Transportation
FirstName LastName