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

February 4, 2011

 (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))

Section 7 — Regulation FD

Item 7.01.  Regulation FD Disclosure.

As described below, on February 4, 2011, Callon Petroleum Company (the “Company”) issued a press release announcing the final award of the arbitration panel in connection with the Entrada project.  A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

On February 7, 2011, the Company issued a press release announcing the commencement of a public offering of 9,000,000 shares of its common stock.  A copy of the press release is furnished as Exhibit 99.2 hereto and is incorporated herein by reference.

The information set forth in the attached Exhibits 99.1 and 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Section 8 — Other Events

Item 8.01.  Other Events.

On February 4, 2011, the Company issued a press release stating that the arbitration panel delivered its final award in which it ruled that the Company was not entitled to recover any damages from its joint working interest owner in connection with the abandonment of the Entrada project.  The Company completed the abandonment of the Entrada project in 2009 and does not expect to incur additional costs in connection with the project.

In connection with the common stock offering described above, the Company expects to set its 2011 capital expenditure budget at $105 to $110 million.  The Company anticipates spending $75 to $80 million on a 44 gross well drilling program in the Wolfberry play of the Permian Basin, with the balance spent in the Gulf of Mexico (approximately $8 million), on leasehold acquisition (approximately $10 million) and capitalized interest and general and administrative expenses (approximately $12 million).  The 2011 capital expenditure budget is subject to change depending on a number of factors, including the availability and costs of drilling and completion equipment, crews, economic and industry conditions, prevailing and anticipated prices for oil and gas, the availability of sufficient capital reso urces, drilling success and other normal factors affecting the oil and gas industry.

Section 9 — Financial Statements and Exhibits

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit Number	Title of Document
99.1	Press release dated February 4, 2011.
99.2	Press release dated February 7, 2011.

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
	(Registrant)
February 7, 2011	By:  /s/ B. F. Weatherly
	B.F. Weatherly
	Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit Number	Title of Document
99.1	Press release dated February 4, 2011.
99.2	Press release dated February 7, 2011.

EX-99.1

EXHIBIT 99.1

For further information contact

Rodger Smith, 1-800-451-1294

FOR IMMEDIATE RELEASE

Callon Petroleum Company Announces Arbitration Decision

Natchez, MS ( February 4, 2011) — Callon Petroleum Company (NYSE: CPE) announced today that the arbitration panel reviewing its claims against the joint interest owner in the Entrada Project had delivered its final decision in which it ruled that the company was not entitled to recover any damages.  Callon completed the abandonment of the Entrada Project in 2009 and does not expect to incur additional costs in connection with the project.

           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.

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, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  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 an d could cause results to differ materially from those expressed in our forward-looking statements are discussed in our filings with the SEC, including our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, available on our website or the SEC’s website at www.sec.gov.

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EX-99.2

EXHIBIT 99.2

For further information contact

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

FOR IMMEDIATE RELEASE

Callon Petroleum Company Announces Proposed

Public Offering of Common Stock

Natchez, MS (February 7, 2011) -- Callon Petroleum Company (“Callon”) (NYSE: CPE) announced today that it intends to offer, subject to market and other conditions, 9,000,000 shares of its common stock, par value $0.01 per share. In connection with this offering, Callon will grant the underwriters an option to purchase 1,350,000 additional shares of common stock to cover any over-allotments. Callon intends to use the net proceeds to fund a portion of its 2011 capital budget and for general corporate purposes, including possible future acquisitions.  Callon also intends to use $35.0 million of the net proceeds to redeem $31.0 million of its outstanding 13% Senior Notes due 2016 and pay the associated redemption premium.

The offering will be made under Callon’s effective shelf registration statement previously filed with the Securities and Exchange Commission (the “SEC”). Prospective investors should read the preliminary prospectus supplement and the shelf registration statement for more complete information about Callon and the offering. Copies of the preliminary prospectus supplement and the accompanying prospectus and, when available, copies of the final prospectus supplement will be available on the SEC’s website, www.sec.gov, and by contacting Johnson Rice & Company L.L.C., at 639 Loyola Avenue, Suite 2775, New Orleans, Louisiana 70113, or by phone at (504) 525-3767.

This news release does not constitute an offer to sell or solicitation of an offer to buy any security, nor will there be any sale of such security in any jurisdiction in which such offer, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offering may be made only by means of a prospectus supplement and related base prospectus.

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.

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, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  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 dis cussed in our filings with the SEC, including our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, available on our website or the SEC’s website at www.sec.gov.

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