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

December 17, 2013

(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

On December 17, 2013, the Company issued a news release, attached as Exhibit 99.1, announcing the completion of the redemption of $48,480,500 of the Company's outstanding 13% Senior Notes due 2016 using a portion of the proceeds from the previously announced Gulf of Mexico divestiture, which was completed on December 5, 2013. A copy of the news release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

The following information, including the news release attached as Exhibit 99.1, is being furnished pursuant to Item 7.01 “Regulation FD Disclosure,” and is 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 of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Section 9 - Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit Number	Title of Document
99.1	News release dated December 17, 2013 announcing the completion of the redemption of $48,480,500 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.

	Callon Petroleum Company
	(Registrant)
December 18, 2013	By: /s/ B. F. Weatherly
	B.F. Weatherly
	Executive Vice President and Chief Financial Officer

Exhibit Index

Exhibit Number	Title of Document
99.1	News release dated December 17, 2013 announcing the completion of the redemption of $48,480,500 of outstanding 13% Senior Notes due 2016

EX-99.1

Exhibit 99.1

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

Natchez, MS (December 17, 2013) -- Callon Petroleum Company (“Callon”) (NYSE: CPE) today announced it has redeemed $48,480,500 of its outstanding $96,961,000 13% Senior Notes due 2016 (the “Notes”). 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 103.25% of their principal amount, plus accrued and unpaid interest to, but not including, today’s date. The total redemption price was approximately $51.4 million, including approximately $1.4 million in accrued interest. Upon completion of this partial redemption, approximately $48.5 million principal amount of the Notes remain outstanding.

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 an independent energy company focused on the acquisition, development, exploration and operation of oil and gas properties in the Permian Basin in West Texas.

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.

For further information contact

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