UNITED STATES

OMB APPROVAL

SECURITIES AND EXCHANGE
COMMISSION

OMB Number:
3235-0145

Washington, D.C. 20549

Expires: December 31, 2005

SCHEDULE 13D

(Rule 13d-101)

Estimated average burden hours per response. . 11.0

Item 1.

Security and Issuer

This Amendment No. 3 (this “Amendment”) supplements, pursuant to Rule 13d-2(a), the Schedule 13D (the “Schedule 13D”) of The TCW Group, Inc. and Trust Company of the West filed with the Securities and Exchange Commission on January 10, 2000 and amended or supplemented by Amendment No. 1 filed on July 10, 2001 and  Amendment No. 2 filed on August 3, 2001.  This Amendment relates to the Common Stock, par value $0.04 per share (“Common Stock”) of Contango Oil & Gas Company, a Delaware  corporation (the “Issuer”).  The principal executive offices of the Issuer are located at 3700 Buffalo Speedway, Suite 960 Houston, Texas 77098.

Item 2 is hereby amended and restated to read as follows:

Item 2.

Identity and Background

(i)            (a)           Name:  The TCW Group, Inc. (“TCWG”)

(b)           Business address:  865 South Figueroa Street, Suite 1800, Los Angeles, California 90017

(c)           Principal occupation and business address:  TCWG is a holding company of entities involved in the principal business of providing investment advice and management services.  TCWG is a Nevada corporation.

(ii)           (a)           Name:  Trust Company of the West (“TCW”)

(b)           Business address:  865 South Figueroa Street, Suite 1800, Los Angeles, California 90017

(c)           Principal occupation and business address:  TCW is a California trust company which provides investment management services.

TCW and TCWG may be referred to collectively herein as the “Reporting Persons”.

Societe Generale S.A., a company incorporated under the laws of France (“SG”), owns approximately 67% of the equity securities of TCWG and 86% of the voting rights of TCWG.  SG is the ultimate parent company of both TCWG and TCW.  The principal business of SG is acting as a holding company for a global financial services group, which includes certain distinct specialized business units that are independently operated, including TCWG and TCW.

SG, for purposes of the federal securities laws, may be deemed ultimately to control the Reporting Persons.  SG, its executive officers and directors, and its direct and indirect subsidiaries (including all of its business units except TCWG), may beneficially own additional securities of the Issuer (the “Shares”) and such Shares are not reported in this statement.  In accordance with Securities and Exchange Commission (“SEC”) Release No. 34-39538 (January 12, 1998), and due to the separate management and independent operation of its business units,

SG disclaims beneficial ownership of Shares beneficially owned by the Reporting Persons.  The Reporting Persons disclaim beneficial ownership of Shares beneficially owned by SG and any of SG’s other business units.

(a)-(c) & (f)

  (i) The executive officers of TCWG are listed below.  The principal business address for each executive officer is 865 South Figueroa Street, Suite 1800, Los Angeles, California 90017.  Each executive officer is a citizen of the United States of America unless otherwise specified below:

Executive Officers

Robert A. Day

Chairman of the Board & Chief Executive Officer

Ernest O. Ellison

Vice Chairman

Thomas E. Larkin, Jr.

Vice Chairman

Marc I. Stern

President

Alvin R. Albe, Jr.

Executive Vice President & Chief Marketing Officer

Robert D. Beyer

Executive Vice President & Chief Investment Officer

William C. Sonneborn

Executive Vice President & Chief Operating Officer

Patrick R. Pagni

Executive Vice President

Peter A. Brown

Managing Director & Director of Tax

Michael E. Cahill

Group Managing Director, General Counsel & Secretary

Elnoise J. Davis

Managing Director

David S. DeVito

Managing Director, Chief Financial Officer & Assistant Secretary

Hilary G. D. Lord

Managing Director, Chief Compliance Officer & Assistant Secretary

Kathleen J. Watanabe

Assistant Secretary

Schedule I attached hereto and incorporated herein sets forth with respect to each director of TCWG his name, residence or business address, citizenship, present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted.

  (ii) The executive officers and directors of TCW are listed below.  The principal business address for each executive officer and director is 865 South Figueroa Street, Suite 1800, Los Angeles, California  90017.  Each executive officer is a citizen of the United States of America unless otherwise specified below:

Executive Officers & Directors

Robert A. Day

Chairman of the Board & Chief Executive Officer

Ernest O. Ellison

Vice Chairman

Thomas E. Larkin, Jr.

Vice Chairman

Marc I. Stern

President

Alvin R. Albe, Jr.

Executive Vice President & Chief Marketing Officer

Robert D. Beyer

Executive Vice President & Chief Investment Officer

William C. Sonneborn

Executive Vice President & Chief Operating Officer

Patrick R. Pagni

Executive Vice President

Peter A. Brown

Managing Director & Director of Tax

Michael E. Cahill

Group Managing Director, General Counsel & Secretary

Elnoise J. Davis

Managing Director

David S. DeVito

Managing Director, Chief Financial Officer & Assistant Secretary

Hilary G. D. Lord

Managing Director, Chief Compliance Officer & Assistant Secretary

Kathleen J. Watanabe

Assistant Secretary

  (d)-(e)

During the last five years, neither TCWG, TCW, nor, to the best of their knowledge, any of their respective executive officers, directors and general partners (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3 is hereby supplemented to add the following:

Item 3.

Source and Amount of Funds or Other Consideration

1,000,000 shares of Common Stock were acquired by the Reporting Persons on February 2, 2004 upon the conversion of 2,500 shares of Series A Convertible Preferred Stock (“Preferred Stock”) into Common Stock.  As previously disclosed on Schedule 13D, the 2,500 shares of Preferred Stock were acquired pursuant to the Securities Purchase Agreement dated as of August 24, 2000 between TCW and the Issuer, amending the Securities Purchase Agreement dated as of December 29, 1999 (the “Securities Purchase Agreement”).

325,567 shares of Common Stock were acquired by the Reporting Persons on February 3, 2004 upon the cashless exercise of 435,185 warrants (“Warrants”) to purchase Common Stock.  As previously disclosed on Schedule 13D, the Warrants were acquired by the Reporting Persons pursuant to the Securities Purchase Agreement.

14,010 shares of Common Stock were acquired by the Reporting Persons on March 1, 2004 upon the cashless exercise of certain options to acquire 25,000 shares of Common Stock.

Item 4 is hereby supplemented to add the following:

Item 4.

Purpose of the Transaction

The securities reported were disposed of in certain open market transactions and upon the cashless exercise of certain options to acquire shares of Common Stock.  The remaining securities beneficially owned by the Reporting Persons are being held for investment purposes.  At any time, the Reporting Persons may determine to dispose of some or all of the Common Stock they hold, subject to applicable law.  The Reporting

Persons may also make purchases of Common Stock from time to time, subject to applicable law.  Any decision to make such additional dispositions or purchases will depend, however, on various factors, including, without limitation, the price of the Common Stock, stock market conditions, alternative investment opportunities and the business prospects of the Issuer.  Other than as set forth above, the Reporting Persons have no plans or proposals which relate to or would result in any of the matters specified in Item 4 of Form 13D.

Item 5 is hereby amended as follows:

Item 5.

Interest in Securities of the Issuer

TCWG, as parent of TCW, may be deemed to have the power to vote and dispose of the shares of Issuer’s Common Stock that TCW has power to vote and dispose, all of which constitutes 2,943,552 shares as provided in (A) below.

TCW holds its securities in the Issuer as Investment Manager pursuant to the Investment Management Agreement, dated as of June 6, 1988, between General Mills, Inc. and TCW and as Custodian pursuant to the Custody Agreement, dated as of February 6, 1989, among General Mils, Inc., TCW and State Street Bank and Trust Company, as Trustee.  TCW disclaims beneficial ownership of the shares of the Issuer’s Common Stock reported herein.  TCWG, as the parent of TCW, may be deemed to beneficially own shares of the Issuer’s Common Stock deemed to be owned by TCW.  TCWG disclaims beneficial ownership of the shares of the Issuer’s Common Stock reported herein and the filing of this Amendment No. 3 shall not be construed as an admission that any such entity is the beneficial owner of any securities covered by such filing.

The TCW Group, Inc.

(a)          Aggregate shares of Common Stock and percentage beneficially owned:

2,943,552 (22.6%)

(b)          Sole voting and dispositive power:  0

Shared voting and dispositive power:  2,943,552

(c)           Transactions effected during past sixty days:

On November 30, 2004, the Reporting Persons sold 3,900 shares of Common Stock in an open market sale at a price of $7.5785 per share.

On December 1, 2004, the Reporting Persons sold (i) 2,500 shares of Common Stock in an open market sale at a price of $8.3 per share, (ii) 59,077 shares of Common Stock in an open market sale at a price of $8.3037 per share and (iii) 25,600 share of Common Stock in an open market sale at a price of $8.3964 per share.

On December 2, 2004, the Reporting Persons sold (i) 17,500 shares of Common Stock in an open market sale at a price of $8.0023 per share and (ii) 22,300 shares of Common Stock in an open market sale at a price of $7.9631 per share.

On December 3, 2004, the Reporting Persons sold (i) 34,000 shares of Common Stock in an open market sale at a price of $7.7463 per share and (ii) 5,500 shares of Common Stock in an open market sale at a price of $7.7665 per share.

On December 14 2004, the Reporting Persons sold (i) 9,200 shares of Common Stock in an open market sale at a price of $7.5391 per share and (ii) 7,300 shares of Common Stock in an open market sale at a price of $7.5932 per share.

Trust Company of the West

(a)  Aggregate shares and percentage beneficially owned:

2,943,552  (22.6%)

(b)          Sole voting and dispositive power:  0

Shared voting and dispositive power: 2,943,552

(c)           Transactions effected during past sixty days:

See activity of the Reporting Persons above in Item 5(c) for TCWG which include transactions involving stock owned beneficially by both TCWG and TCW.

TCWG and TCW disclaim beneficial ownership of the shares of the Issuer’s Common Stock reported herein and the filing of this Amendment shall not be construed as an admission that any such person is the beneficial owners of any securities covered in this Amendment.

Item 6 is hereby amended as follows:

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Since the date of Amendment No. 2, all derivative securities, including (i) the Preferred Stock and Warrants acquired pursuant to the Securities Purchase Agreement and (ii) certain options to acquire shares of Common Stock, have been converted into shares of Common Stock as previously reported on Form 4.

TCW holds its securities in the Issuer as Investment Manager pursuant to the Investment Management Agreement, dated as of June 6, 1988, between General Mills, Inc. and TCW and as Custodian pursuant to the Custody Agreement, dated as of February 6, 1989, among General Mils, Inc., TCW and State Street Bank and Trust Company, as Trustee.  TCW disclaims beneficial ownership of the shares of the Issuer’s Common Stock

reported herein.  TCWG, as the parent of TCW, may be deemed to beneficially own shares of the Issuer’s Common Stock deemed to be owned by TCW.  TCWG disclaims beneficial ownership of the shares of the Issuer’s Common Stock reported herein and the filing of this Amendment No. 3 shall not be construed as an admission that any such entity is the beneficial owner of any securities covered by such filing.

Other than as set forth herein, there has been no change in the information set forth in Item 6 of Schedule 13D.

Item 7 is hereby amended as follows:

Item 7.

Material to Be Filed as Exhibits

None.

Date:  December 23, 2004

THE TCW GROUP, INC.

By:

/s/ Lazarus Sun

Name: Lazarus Sun

Title: Authorized Signatory

TRUST COMPANY OF THE WEST

By:

/s/ Lazarus Sun

Name: Lazarus Sun

Title: Authorized Signatory