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

March 21, 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

The following information, including the press release attached as Exhibit 99.1, is being furnished pursuant to Item 7.01 “Regulation FD Disclosure,” 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, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

On March 21, 2011, Callon Petroleum Company (the “Company”)  issued a press release announcing the completion of the redemption of $31.0 million of the Company’s outstanding 13% Senior Notes due 2016 using a portion of the proceeds from the Company’s previously announced common stock offering which was completed on February 16, 2011.

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 March 21, 2011 announcing the completion of the redemption of $31.0 million of outstanding 13% Senior Notes due 2016.

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.

March 22, 2011	Callon Petroleum Company
	(Registrant)
	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 March 21, 2011 announcing the completion of the redemption of $31.0 million of outstanding 13% Senior Notes due 2016.

EX-99.1

EXHIBIT 99.1

For further information contact

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

FOR IMMEDIATE RELEASE

Callon Petroleum Company Completes Partial Redemption of 13% Senior Notes Due 2016

Natchez, MS (March 21, 2011) -- Callon Petroleum Company (“Callon”) (NYSE: CPE) today announced it has redeemed $31.0 million of its outstanding $138.0 million 13% Senior Notes due 2016 (the “Notes”) using a portion of the proceeds from its previously announced common stock offering which was completed on February 16, 2011.  The redemption was made in accordance with the terms of the indenture governing the Notes and the terms of the notice of redemption.

The Notes were redeemed at a redemption price of 113.0% of their face amount, plus accrued and unpaid interest to and including March 19, 2011.  The total redemption price was approximately $35.9 million, including approximately $0.9 million in accrued interest.  Upon completion of this partial redemption, approximately $107.0 million face amount of the Notes remains outstanding.

 “The $31.0 million redemption of the Notes further strengthens our balance sheet and is expected to improve our profitability,” Bob F. Weatherly, Executive Vice-President and Chief Financial Officer, explains.  “We will save cash interest of approximately $4.0 million per year or approximately $22.0 million over the remaining life of the notes.”

Weatherly adds that “Since 2008 we have reduced the face value of total long-term debt by 62%.  De-leveraging our balance sheet has been a key objective for supporting our strategic plan to transition our operations from offshore Gulf of Mexico to longer life lower-risk onshore oil and gas plays that offer the potential for long-term visible growth.”

This announcement is for informational purposes only, and is not an offer to purchase or sell, or a solicitation of an offer to purchase or sell, with respect to any securities.

Callon 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, such as those related to the redemption of the Notes and the methodology for and timing of such redemption. These projections and statements reflect Callon’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 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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