UNITED STATES

OMB APPROVAL

SECURITIES AND EXCHANGE
COMMISSION

OMB Number:
3235-0145

Washington, D.C. 20549

Expires: December 31, 2005

SCHEDULE 13D

Estimated average burden hours per response. . 11

Item 1.

Security and Issuer

This Amendment No. 4 (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, Amendment No. 2 filed on August 3, 2001 and Amendment No. 3 filed on December 23, 2004.  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 4 is hereby supplemented to add the following:

Item 2.

Identity and Background

Item 3.

Source and Amount of Funds or Other Consideration

Item 4.

Purpose of Transaction

The securities reported in Item 5 were disposed of in certain open market transactions and in a certain privately negotiated sale.  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 2,751,852 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 Mills, 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. 4 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:

2,751,852 (21.16%)

(b)                                  Sole voting and dispositive power:  0
Shared voting and dispositive power:  2,751,852

(c)                                  Transactions effected since the most recent filing of Schedule 13D:

On January 18, 2005, the Reporting Persons sold (i) 36,000 shares of Common Stock in an open market sale at a price of $7.6015 per share and (ii) 19,300 shares of Common Stock in an open market sale at a price of $7.6116 per share.

On January 19, 2005, the Reporting Persons sold 14,700 shares of Common Stock in an open market sale at a price of $7.6255 per share.

On January 20, 2005, the Reporting Persons sold 21,700 shares of Common Stock in an open market sale at a price of $7.6883 per share.

On February 1, 2005, the Reporting Persons sold 100,000 shares of Common Stock in a privately negotiated sale at a price of $8.20 per share.

Trust Company of the West

(a)  Aggregate shares and percentage beneficially owned:

2,751,852  (21.16%)

(b)                                  Sole voting and dispositive power:  0
Shared voting and dispositive power: 2,751,852

(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.

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

Item 7.

Material to Be Filed as Exhibits

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 Signatroy