On October 22, 2009, Conterra Company ("Conterra"), a wholly-owned subsidiary of Contango Oil & Gas Company (the "Company"), entered into a joint venture agreement (the "Agreement") with Patara Oil & Gas LLC ("Patara"), a privately held oil and gas company, to develop proved undeveloped Cotton Valley gas reserves in Panola County, Texas.

Under the terms of the Agreement, Conterra will fund 100% of the drilling and completion costs in exchange for 90% of the net revenues. The Agreement contemplates drilling up to 15 wells, at an estimated 8/8ths cost of approximately $1.5 million per well. Patara, as operator, will have the ability to sell-forward or hedge gas production.

B.A. Berilgen, a member of the Company's board of directors, is the Chief Executive Officer of Patara.

In connection with entering into the Agreement, on October 23, 2009, the Company, Contango Energy Company, Contango Operators, Inc. and Guaranty Bank entered into an amendment (the "Amendment") to amend, among other things, certain negative covenants in that certain $50,000,000 Amended and Restated Credit Agreement dated as of March 31, 2009.

The above description is a summary and is qualified in its entirety by the terms of the Agreement and the Amendment filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K.

(d) Exhibits

Exhibit No.      Description of Document
10.1             Conterra Joint Venture Development Agreement effective October 1,
                 2009 between Conterra Company and Patara Oil & Gas LLC
10.2             Amendment No. 1 to $50,000,000 Amended and Restated Credit Agreement
                 dated as of March 31, 2009 between Contango Oil & Gas Company, et
                 al., as Borrowers, Guaranty Bank, as administrative agent and as
                 issuing lender, and the lenders party thereto from time to time
99.1             Press release dated October 22, 2009