September 10,
2019

Joseph C. Gatto, Jr.
Chief Executive Officer
Callon Petroleum Company
2000 W. Sam Houston Parkway S., Suite 2000
Houston, TX 77042

       Re: Callon Petroleum Company
           Registration Statement on Form S-4
           Filed August 20, 2019
           File No. 333-233366

Dear Mr. Gatto:

       We have limited our review of your registration statement to those
issues we have
addressed in our 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 this letter by amending your registration statement
and providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to these comments, we may have additional comments.

Registration Statement on Form S-4

The Merger, page 67

1.     Disclosure at page 67 states that as part of Callon's ongoing planning
process, the Callon
       board met periodically "to consider and evaluate potential alterative
strategic alternatives,
       including business combinations, acquisitions, dispositions, and joint
ventures." You
       further state that the Callon board discussed a number of potential
strategic alternatives,
       including potentially acquiring one or more exploration and production
companies or
       assets or entering into a business combination, during the course of its
evaluation of
       Callon's strategic direction. Additionally, you state that the board
discussed whether
       Callon would benefit from the scale and attendant efficiencies that
could come from a
       strategic combination with another shale-focused exploration and
production company at
       various meetings and identified Carrizo as a potential strategic fit.
Please discuss
 Joseph C. Gatto, Jr.
FirstName LastNameJoseph C. Gatto, Jr.
Callon Petroleum Company
Comapany 10, 2019
September NameCallon Petroleum Company
September 10, 2019 Page 2
Page 2
FirstName LastName
         whether any other specific potential strategic alternatives were
considered and when the
         Callon board determined to pursue this, as opposed to any alternative,
transaction.
Opinion of Callon's Financial Advisor
Public Trading Multiples, page 105

2.       Please discuss in greater detail the criteria used to select the
publicly traded companies
         used in the public trading multiples analysis. In addition, we note
you disclose on page
         110 that J.P. Morgan conducted a selected transactions analysis, but
we are unable to
         locate a description of such analysis in the registration statement.
Please advise or revise.
3.       Please disclose the unlevered free cash flow that Callon and Carrizo
are expected to
         generate utilized in J.P. Morgan's and Lazard's net asset value
analysis. Please also
         disclose the years for which unlevered free cash flows were projected
for J.P. Morgan's
         analysis.
Opinion of Carrizo's Financial Advisors
Opinion of RBC Capital Markets, LLC, page 111

4.       We note the disclosure that RBCCM reviewed and relied upon reserve
information as of
         March 31, 2019 and tax attributes expected to result from the
utilization of net operating
         loss carryforwards prepared by management of Carrizo and Callon in
connection with its
         net asset value analysis. Please revise to disclose this information
and any related
         assumptions or provide an analysis explaining why such disclosures are
not material.
Comparison of Shareholder Rights, page 183

5.       We note that your amended and restated bylaws filed as Exhibit 3.2
include a forum
         selection provision that designates the Court of Chancery of the State
of Delaware as the
         exclusive forum for certain litigation, including any "derivative
action." Please revise to
         discuss this provision and disclose whether this provision applies to
actions arising under
         the Securities Act or Exchange Act. If the provision applies to
actions arising under the
         Securities Act or Exchange Act, please state that there is uncertainty
as to whether a court
         would enforce such provision. If the provision applies to Securities
Act claims, please
         also state that investors cannot waive compliance with the federal
securities laws and the
         rules and regulations thereunder. In that regard, we note that Section
22 of the Securities
         Act creates concurrent jurisdiction for federal and state courts over
all suits brought to
         enforce any duty or liability created by the Securities Act or the
rules and regulations
         thereunder. In addition, please consider including appropriate risk
factor disclosure
         describing any risks or impacts this provision may have on investors,
including the risk
         that investors may be subject to increased costs to bring a claim and
that the provision
         could discourage claims or limit investors' ability to bring a claim
in a judicial forum they
         find favorable.
 Joseph C. Gatto, Jr.
Callon Petroleum Company
September 10, 2019
Page 3

        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Karina Dorin, Staff Attorney, at (202) 551-3763 or Loan
Lauren Nguyen,
Legal Branch Chief, at (202) 551-3642 with any questions.



                                                           Sincerely,
FirstName LastNameJoseph C. Gatto, Jr.
                                                           Division of
Corporation Finance
Comapany NameCallon Petroleum Company
                                                           Office of Natural
Resources
September 10, 2019 Page 3
cc:       Sean Wheeler
FirstName LastName