8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report

August 10, 2010

 (Date of earliest event reported)

Callon Petroleum Company

(Exact name of registrant as specified in its charter)

Delaware	001-14039	64-0844345
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		Identification Number)

200 North Canal St.

Natchez, Mississippi  39120

(Address of principal executive offices, including zip code)

(601) 442-1601

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

H-Form 8K 08.05.10 2nd Q 10 earnings release.doc

Section 2 — Financial Information

Item 2.02.  Results of Operations and Financial Condition

The following information, including Exhibits 99.1 and 99.2, is being furnished pursuant to Item 2.02 “Results of Operations and Financial Condition,” not filed, for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  This information shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities  Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

On August 5, 2010, Callon Petroleum Company issued the press release attached as Exhibit 99.1 providing information regarding the company’s operating results for the quarter and six-month period ended June 30, 2010.

As disclosed in a press release dated July 27, 2010 attached as Exhibit 99.2, Callon Petroleum Company announced that its conference call reporting second quarter 2010 results would be held on August 6, 2010 beginning at 10:00 a.m. Central Standard Time.

Section 7 — Regulation FD

Item 7.01.  Regulation FD Disclosure

The following information, including Exhibit 99.3, is being furnished pursuant to Item 7.01 “Regulation FD Disclosure,” not filed, for purposes of Section 18 of the Exchange Act.  This information shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

On August 5, 2010, Callon Petroleum Company issued the press release attached as Exhibit 99.3 announcing guidance for the third quarter and full year of 2010.

Section 9 — Financial Statements and Exhibits

Item 9.01.  Financial Statements and Exhibits

(c)  Exhibits

Exhibit Number                                       Title of Document                                           

99.1 Press release dated August 5, 2010 providing information regarding Callon Petroleum Company’s operating results for the quarter and six-month period ended June 30, 2010.

99.2 Press release dated July 27, 2010 announcing Callon Petroleum Company’s conference call reporting second quarter 2010 results.

99.3 Press release dated August 5, 2010 announcing guidance for the third quarter and full year of 2010.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Callon Petroleum Company
Date:  August 6, 2010	/s/ B.F. Weatherly
	B.F, Weatherly
	Executive Vice President and Chief Financial Officer

3

Exhibit Index

Exhibit Number                                       Title of Document                                           

99.1 Press release dated August 5, 2010 providing information regarding Callon Petroleum Company’s operating results for the quarter and six-month period ended June 30, 2010.

99.2 Press release dated July 27, 2010 announcing Callon Petroleum Company’s conference call reporting second quarter 2010 results.

99.3 Press release dated August 5, 2010 announcing guidance for the third quarter and full year of 2010.

4

EX-99.1

EXHIBIT 99.1

For further information contact

Rodger W. Smith, 1-800-451-1294

FOR IMMEDIATE RELEASE

Callon Petroleum Company Reports Results

For Second Quarter, First Six Months of 2010

Natchez, MS (August 5, 2010)—Callon Petroleum Company (NYSE: CPE) today reported net income of $2.1 million, or $0.07 per fully-diluted share, for the second quarter, and $6.1 million, or $0.21 per fully-diluted share, for the six-month period ended June 30, 2010.  These results represent two consecutive quarters of improved earnings over the corresponding periods of 2009, during which the company reported a net loss of $0.9 million, or $0.04 per fully-diluted share for the second quarter of 2009 and net income of $1.5 million, or $0.07 per fully-diluted share, for the six month period ended June 30, 2009.

Highlights during the first half of 2010 include:

· Drilled and placed on production six Permian Basin wells during the first six months of 2010.  As of June 30, 2010 we were in the process of completing our seventh well of the year and drilling the eighth.

· Spud the company’s first Haynesville shale well, which we expect to be completed and producing by September 2010.  This is the first of seven planned Haynesville wells.

· Received $7.9 million from the Minerals Management Service (MMS) for interest on royalties recouped on our Medusa Field.  Inclusive of the principal reimbursement received during the first quarter of 2010, the receipt of this interest payment increased our total received from the MMS to $52.7 million.

· Completed the redemption of the remaining $16.1 million of 9.75% Senior Notes outstanding.  This redemption reduced our debt outstanding to $138 million as of June 30, 2010, reduced interest expense by $0.3 million during the second quarter, and will reduce full year 2010 interest expense by approximately $1.0 million.

Second Quarter and Six Months 2010 Operating Results.  Operating results for the three months ended June 30, 2010 include oil and gas sales of $21.6 million from average production of 26.1 million cubic feet of natural gas equivalent per day (MMcfe/d).  This corresponds to sales of $25.0 million from average production of 33.1 MMcfe/d during the comparable 2009 period.The average price per thousand cubic feet of natural gas (Mcf) received during the quarter ended June 30, 2010, after the impact of hedging, increased to $5.22, compared to $4.22 for the quarter ended June 30, 2009.  The average price per barrel of oil (Bbl) received in the second quarter of 2010, after hedging impact, increas ed to $74.03, compared to $72.22 for the same period in 2009.

Oil and gas sales for the first six months of 2010 totaled $45.0 million from average production of 26.9 MMcfe/d.  This corresponds to sales of $49.8 million from average production of 33.3 MMcfe/d during the same period in 2009.  The average price received per Mcf in the six-month period of 2010, after the impact of hedging, increased to $5.50, compared to $5.18 during the first six months of 2009.  Likewise, the average price received per Bbl in the first half of 2010, after hedging impact, increased to $74.41, compared to $66.39 during the same period in 2009.

 Second Quarter and Six Months 2010 Discretionary Cash Flow. Discretionary cash flow for the three-month period ended June 30, 2010 totaled $10.5 million compared to $8.8 million during the comparable prior year period.  Net cash flow provided by operating activities, as defined by GAAP, totaled $18.3 million during the quarter ended June 30, 2010 while net cash flow used in operating activities was $2.8 million for the second quarter of 2009.  Discretionary cash flow for the first six months of 2010 totaled $21.8 million compared to $23.0 million during the same period in 2009.  N et cash flow provided by operating activities, as defined by GAAP, totaled $74.0 million during the six-month period ended June 30, 2010, while net cash flow used in operating activities was $0.5 million during the same period in 2009. (See “Non-GAAP Financial Measure” that follows and the accompanying reconciliation of discretionary cash flow, a non-GAAP measure, to net cash flow provided by operating activities.)

Non-GAAP Financial Measure - This news release refers to a non-GAAP financial measure as “discretionary cash flow.” Callon believes that the non-GAAP measure of discretionary cash flow is useful as an indicator of an oil and gas exploration and production company’s ability to internally fund exploration and development activities and to service or incur additional debt.  The company also has included this information because changes in operating assets and liabilities relate to the timing of cash receipts and disbursements which the company may not control and may not relate to the period in which the operating activities occurred. Discretionary cash flow should not be considered an alternative to net cash provided by operating activities or net income as defined by GAAP.

Reconciliation of Non-GAAP Financial Measures:

(in thousands)

	Three-Months Ended June 30,							Six-Months Ended June 30,
	2010		2009			$ Change		2010		2009			$ Change
Discretionary cash flow	$	10,497	$	8,783		$	1,714	$	21,764	$	23,013		$	(1,249	)
Net working capital changes and other changes		7,839		(11,577	)		19,416		52,240		(23,561	)		75,801
Net cash flow provided by (used in) operating activities	$	18,336	$	(2,794	)	$	21,130	$	74,004	$	(548	)	$	74,552

The following tables set forth certain unaudited operating information with respect to the company's oil and gas operations for the periods indicated:

	Three-Months Ended June 30,
	2010			2009			Change			% Change
Net production:
Oil (MBbls)		215			263			(48	)		(18	)%
Gas (MMcf)		1,085			1,433			(348	)		(24	)%
Total production (MMcfe)		2,374			3,010			(636	)		(21	)%
Average daily production (MMcfe)		26.1			33.1			(7.0	)		(21	)%
Average sales price: (a)
Oil (Bbl)	$	74.03		$	72.22		$	1.81			3	%
Gas (Mcf)		5.22			4.22			1.00			24	%
Total (Mcfe)		9.09			8.32			0.77			9	%
Oil and gas revenues (in thousands):
Oil revenue	$	15,901		$	18,971		$	(3,070	)		(16	)%
Gas revenue		5,668			6,054			(386	)		(6	)%
Total	$	21,569		$	25,025		$	(3,456	)		(14	)%
Additional per Mcfe data:
Sales price	$	9.09		$	8.32		$	0.77			9	%
Lease operating expense		(1.70	)		(1.55	)		(0.15	)		10	%
Operating margin	$	7.39		$	6.77		$	0.62			9	%
Other expenses on a per Mcfe basis:
Depletion, depreciation and amortization	$	2.97		$	2.81		$	0.16			6	%
General and administrative (net of management fees)	$	1.86		$	1.79		$	0.07			4	%
(a)Below is a reconciliation of the average NYMEX price to the average realized sales price per barrel of oil / Mcf of gas:
Average NYMEX oil price	$	78.03		$	59.62		$	18.41			31	%
Basis differential and quality adjustments		(2.88	)		(3.30	)		0.42			(13	)%
Transportation		(1.16	)		(1.36	)		0.20			(15	)%
Hedging		0.04			17.26			(17.22	)		(100	)%
Average realized oil price	$	74.03		$	72.22		$	1.81			3	%
Average NYMEX gas price	$	4.34		$	3.82		$	0.52			14	%
Natural gas liquid content and volume conversion adjustments		0.70			0.40			0.30			75	%
Hedging		0.18			-			0.18			100	%
Average realized gas price	$	5.22		$	4.22		$	1.00			24	%

	Six-Months Ended June 30,
	2010			2009			Change			% Change
Net production:
Oil (MBbls)		438			526			(88	)		(17	)%
Gas (MMcf)		2,252			2,880			(628	)		(22	)%
Total production (MMcfe)		4,877			6,036			(1,159	)		(19	)%
Average daily production (MMcfe)		26.9			33.3			(6.4	)		(19	)%
Average sales price: (a)
Oil (Bbl)	$	74.41		$	66.39		$	8.02			12	%
Gas (Mcf)		5.50			5.18			0.32			6	%
Total (Mcfe)		9.22			8.26			0.96			12	%
Oil and gas revenues (in thousands):
Oil revenue	$	32,564		$	34,923		$	(2,359	)		(7	)%
Gas revenue		12,390			14,917			(2,527	)		(17	)%
Total	$	44,954		$	49,840		$	(4,886	)		(10	)%
Additional per Mcfe data:
Sales price	$	9.22		$	8.26		$	0.96			12	%
Lease operating expense		(1.78	)		(1.44	)		(0.34	)		24	%
Operating margin	$	7.44		$	6.82		$	0.62			9	%
Other expenses on a per Mcfe basis:
Depletion, depreciation and amortization	$	2.84		$	2.96		$	(0.12	)		(4	)%
General and administrative (net of management fees)	$	1.79		$	1.19		$	0.60			50	%
(a)Below is a reconciliation of the average NYMEX price to the average realized sales price per barrel of oil / Mcf of gas:
Average NYMEX oil price	$	78.37		$	51.35		$	27.02			53	%
Basis differential and quality adjustments		(2.83	)		(3.68	)		0.85			(23	)%
Transportation		(1.16	)		(1.35	)		0.19			(14	)%
Hedging		0.03			20.07			(20.04	)		(100	)%
Average realized oil price	$	74.41		$	66.39		$	8.02			12	%
Average NYMEX gas price	$	4.69		$	4.15		$	0.54			13	%
Natural gas liquid content and volume conversion adjustments		0.73			0.39			0.34			87	%
Hedging		0.08			0.64			(0.56	)		(88	)%
Average realized gas price	$	5.50		$	5.18		$	0.32			6	%

Callon Petroleum Company

Consolidated Balance Sheets

(in thousands, except share data)

	June 30, 2010			December 31, 2009
ASSETS	(Unaudited)
Current assets:
Cash and cash equivalents	$	31,812		$	3,635
Accounts receivable		16,632			20,798
Accounts receivable - MMS royalty recoupment		-			51,534
Fair market value of derivatives		1,106			145
Other current assets		914			1,572
Total current assets		50,464			77,684
Oil and gas properties, full-cost accounting method:
Evaluated properties		1,248,051			1,593,884
Less accumulated depreciation, depletion and amortization		(1,137,978	)		(1,488,718	)
Net oil and gas properties		110,073			105,166
Unevaluated properties excluded from amortization		30,482			25,442
Total oil and gas properties		140,555			130,608
Other property and equipment, net		2,724			2,508
Restricted investments		4,365			4,065
Investment in Medusa Spar LLC		10,928			11,537
Other assets, net		2,215			1,589
Total assets	$	211,251		$	227,991
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued liabilities	$	12,111		$	12,887
Asset retirement obligations		3,377			4,002
9.75% Senior Notes, net of $0 and $232 discount, respectively		-			15,820
Subtotal		15,488			32,709
Callon Entrada non-recourse credit facility		-			84,847
Total current liabilities		15,488			117,556
13% Senior Notes
Principal outstanding		137,961			137,961
Deferred credit, net of accumulated amortization of $2,090 and $294, respectively		29,417			31,213
Total 13% Senior Notes		167,378			169,174
Senior secured revolving credit facility		-			10,000
Asset retirement obligations		11,542			10,648
Other long-term liabilities		2,424			1,467
Total liabilities		196,832			308,845
Stockholders' equity (deficit):
Preferred Stock, $.01 par value, 2,500,000 shares authorized;		-			-
Common Stock, $.01 par value, 60,000,000 shares authorized; 28,792,290 and 28,742,926     shares outstanding at June 30, 2010 and December 31, 2009, respectively		288			287
Capital in excess of par value		246,571			243,898
Other comprehensive loss		(6,027	)		(7,478	)
Retained earnings (deficit)		(226,413	)		(317,561	)
Total stockholders' equity (deficit)		14,419			(80,854	)
Total liabilities and stockholders' equity (deficit)	$	211,251		$	227,991

Callon Petroleum Company

Consolidated Statements of Operations (Unaudited)

(in thousands, except per share data)

	Three-Months Ended June 30,						Six-Months Ended June 30,
	2010			2009			2010			2009
Operating revenues:
Oil sales	$	15,901		$	18,971		$	32,564		$	34,923
Gas sales		5,668			6,054			12,390			14,917
Total operating revenues		21,569			25,025			44,954			49,840
Operating expenses:
Lease operating expenses		4,031			4,656			8,679			8,695
Depreciation, depletion and amortization		7,042			8,452			13,855			17,865
General and administrative		4,411			5,391			8,715			7,210
Accretion expense		622			795			1,202			1,833
Total operating expenses		16,106			19,294			32,451			35,603
Income from operations		5,463			5,731			12,503			14,237
Other (income) expenses:
Interest expense		3,198			4,854			6,792			9,636
Callon Entrada non-recourse credit facility interest expense		-			1,935			-			3,491
Loss on early extinguishment of debt		339			-			339			-
Other (income) expense		(111	)		61			(472	)		(34	)
Total other (income) expenses		3,426			6,850			6,659			13,093
Income (loss) before income taxes		2,037			(1,119	)		5,844			1,144
Income tax expense		-			24			-			-
Income (loss) before equity in earnings of Medusa Spar LLC		2,037			(1,143	)		5,844			1,144
Equity in earnings of Medusa Spar LLC		93			218			209			335
Net income (loss) available to common shares	$	2,130		$	(925	)	$	6,053		$	1,479
Net income (loss) per common share:
Basic	$	0.07		$	(0.04	)	$	0.21		$	0.07
Diluted	$	0.07		$	(0.04	)	$	0.21		$	0.07
Shares used in computing net income (loss) per common share:
Basic		28,762			21,645			28,750			21,626
Diluted		29,583			21,645			29,406			21,626

Callon Petroleum Company

Consolidated Statements of Cash Flows (Unaudited)

(in thousands)

	Six-Months Ended June 30,
	2010			2009
Cash flows from operating activities:
Net income	$	6,053		$	1,479
Adjustments to reconcile net income to
cash provided by operating activities:
Depreciation, depletion and amortization		14,245			18,285
Accretion expense		1,202			1,833
Amortization of non-cash debt related items		221			3,168
Amortization of deferred credit		(1,796	)		-
Equity in earnings of Medusa Spar LLC		(209	)		(335	)
Non-cash charge for early debt extinguishment		179			-
Non-cash charge related to compensation plans		2,049			1,184
Payments to settle asset retirement obligations		(180	)		(2,601	)
Changes in current assets and liabilities:
Accounts receivable		53,362			6,441
Other current assets		658			(868	)
Current liabilities		(921	)		(28,993	)
Change in gas balancing receivable		285			155
Change in gas balancing payable		(249	)		(123	)
Change in other long-term liabilities		(115	)		16
Change in other assets, net		(780	)		(189	)
Cash provided by (used in) operating activities		74,004			(548	)
Cash flows from investing activities:
Capital expenditures		(19,987	)		(21,829	)
Investment in restricted assets related to plugging and abandonment obligations		(300	)		-
Distribution from Medusa Spar LLC		818			986
Cash used in investing activities		(19,469	)		(20,843	)
Cash flows from financing activities:
Borrowings from senior secured credit facility		-			9,337
Payments on senior secured credit facility		(10,000	)		(4,337	)
Redemption of remaining 9.75% senior notes		(16,052	)		-
Proceeds from exercise of employee stock options		5			-
Cash (used in) provided by financing activities		(26,047	)		5,000
Net change in cash and cash equivalents		28,488			(16,391	)
Cash and cash equivalents:
Balance, beginning of period		3,635			17,126
Less: Cash held by subsidiary deconsolidated at January 1, 2010		(311	)		-
Balance, end of period	$	31,812		$	735

Callon Petroleum Company is engaged in the acquisition, development, exploration and operation of oil and gas properties in Texas, Louisiana and the offshore waters of the Gulf of Mexico.

This news release is posted on the company’s website at www.callon.com and will be archived there for subsequent review.  It can be accessed from the “News Releases” link on the homepage.

It should be noted that this news release contains projections and other forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  These projections and statements reflect the company’s current views with respect to future events and financial performance.  No assurances can be given, however, that these events will occur or that these projections will be achieved and actual results could differ materially from those projected as a result of certain factors.  Some of the factors which could affect our future results and could cause results to differ materially from those expressed in our forward-looking statements are discussed in our filings with the Securities and Exchange Commission, including our Annual Reports on Form 10-K, available on our website or the SEC’s website at www.sec.gov.

EX-99.2

EXHIBIT 99.2

For further information contact

Terry Trovato, 1-800-451-1294

FOR IMMEDIATE RELEASE

Callon Petroleum Company Announces Second Quarter 2010

Reporting Date and Conference Call

              Natchez, MS (July 27, 2010)--Callon Petroleum Company (NYSE: CPE) today announced its second quarter results of operations will be released on Thursday afternoon, August 5, 2010.  A conference call discussing the results and current activity is scheduled for 10 a.m. Central Daylight Time Friday, August 6, 2010.

The conference call may be accessed live over the internet through the Presentations Section of the company’s website at www.callon.com, and will be archived there for subsequent review.

In addition, a telephone recording of the conference call will be available from noon August 6 until noon August 7 Central Daylight Time, and may be accessed by dialing1-800-633-8284 and entering Reservation Number 21477778.

It should be noted that this news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  These statements reflect the company’s current views with respect to future events and financial performance.  No assurances can be given, however, that these events will occur or that these projections will be achieved, and actual results could differ materially from those projected as a result of certain factors.  Some of the factors which could affect our future results and could cause results to differ materially from those expressed in our forward-looking statements are discussed in our filings with the Securities and Exchange Commission, including our Annual Reports on Form 10-K, available on our web site or the SEC’s website at www.sec.gov.

EX-99.3

EXHIBIT 99.3

For further information contact

Rodger W. Smith   1-800-451-1294

FOR IMMEDIATE RELEASE

Callon Petroleum Company Issues Guidance

For Third Quarter, Full Year 2010

Natchez, MS (August 5, 2010)—Callon Petroleum Company (NYSE: CPE) is issuing guidance for the third quarter and full year 2010.   The guidance, found in the table below, is expressed in ranges for the detailed components.

Third Quarter and Full Year 2010
Guidance Estimates
(In thousands, except per production unit amounts)
	Guidance for  3rd Quarter 2010			Guidance for Full Year 2010
Estimated production volumes:
Natural gas (Bcf)		1.1 -- 1.2			5.0 -- 5.6
Crude oil (Mbo)		180 -- 220			840 -- 970
MMcfe/d		24 -- 27			27 -- 31
Lease operating expenses:
Cash	$	5,000 -- $6,000		$	18,000 -- $21,000
Non-cash		-			-
Total	$	5,000 -- $6,000		$	18,000 -- $21,000
General and administrative expenses:
Cash	$	2,400 -- $2,600		$	11,100 -- $11,700
Non-cash		1,100 -- 1,200			4,600 -- 4,800
Total	$	3,500 -- $3,800		$	15,700 -- $16,500
Interest expense:
Cash	$	3,700 -- $ 4,100		$	15,900 -- $16,800
Non-cash		(800 --     (900	)		(2,900) --   (3,100	)
Total	$	2,900 -- $ 3,200		$	13,000 -- $13,700
Medusa Spar LLC, net of tax	$	100 -- $125		$	400 -- $500
DD & A – Per Mcfe	$	2.90-- $3.10		$	2.90 -- $3.00
Accretion expense	$	600 -- $700		$	2,400 -- $2,700
Income tax rate		0	%		0	%
Cash income tax rate		0	%		0	%

The preceding guidance estimates contain assumptions that we believe are reasonable.  These estimates are based on information that is available as of the date of this news release.  We are not undertaking any obligation to update these estimates as conditions change or as additional information becomes available.

Listed below are the outstanding hedges for natural gas and crude oil for 2010:

		09/30/2010		12/31/2010
Natural Gas
Collars	Volume (MMCF)		225		225
	Ceiling	$	8.30	$	8.30
	Floor	$	5.00	$	5.00
Crude Oil
Collars	Volume (Mbo)		30		30
	Ceiling	$	90.00	$	90.00
	Floor	$	70.00	$	70.00
Collars	Volume (Mbo)		30		30
	Ceiling	$	93.00	$	93.00
	Floor	$	70.00	$	70.00
Collars	Volume (Mbo)		30		30
	Ceiling	$	101.50	$	101.50
	Floor	$	75.00	$	75.00

Callon Petroleum Company is engaged in the acquisition, development, exploration and operation of oil and gas properties in Louisiana, Texas, and the offshore waters of the Gulf of Mexico.

This news release is posted on the company’s website at www.callon.com and will be archived there for subsequent review.  It can be accessed from the “News Releases” link on the homepage.

This news release contains projections and other forward-looking statements (including statements about fiscal fourth quarter and full-year financial and operating performance) within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  These projections and statements reflect the company’s current views with respect to future events and financial performance.  No assurances can be given, however, that these events will occur or that these projections will be achieved and actual results could differ materially from those projected as a result of certain factors.  Some of the factors which could affect our future results and could cause results to differ materi ally from those expressed in our forward-looking statements include:

· general economic and industry conditions;

· volatility of oil and natural gas prices;

· uncertainty of estimates of oil and natural gas reserves;

· impact of competition;

· availability and cost of seismic, drilling and other equipment;

· operating hazards inherent in the exploration for and production of oil and natural gas;

· difficulties encountered during the exploration for and production of oil and natural gas;

· difficulties encountered in delivering oil and natural gas to commercial markets;

· changes in customer demand and producers’ supply;

· uncertainty of our ability to attract capital;

· compliance with, or the effect of changes in, the extensive governmental regulations regarding the oil and natural gas business;

· actions of operators of our oil and gas properties;

· weather conditions; and

· the risk factors discussed in our filings with the Securities and Exchange Commission, including but not limited to those in our Annual Report for the year ended December 31, 2009 on Form 10-K.

The preceding estimates reflect our review of continuing operations only.  These estimates do not take into account any material transactions such as sales of debt and equity securities, acquisitions or divestitures of assets, and formations of joint ventures.  We continually review these types of transactions and may engage in one or more of these types of transactions without prior notice.