8-K

                      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 (DATE OF EARLIEST EVENT REPORTED): February 2, 1999



                          CALLON PETROLEUM COMPANY
          ______________________________________________________
          (Exact name of Registrant as specified in its charter)



           Delaware                   0-25192             64-0844345
_______________________________     ___________       ___________________
(State or other jurisdiction of     Commission        (I.R.S. Employer 
 incorporation or organization)     File Number       Identification No.)



                           200 North Canal Street
                         Natchez, Mississippi  39120
      ____________________________________________________________
      (Address of Principal Executive Offices)(Including Zip Code)



                               (601) 442-1601
          ____________________________________________________                  
          (Registrant's telephone number, including area code) 






















Item 5. Other events

Callon Petroleum Company announced on February 2, 1999 that it anticipates its
1998 earnings will be reduced by an after-tax, non-cash charge of approximately
$30 million as a result of a December 31, 1998 ceiling test impairment.  A copy
of the press release is filed as an exhibit to this Form 8-K.


Item 7.       Exhibits

	1.	Underwriting Agreement*

	2.	Plan of acquisition, reorganization, arrangement, liquidation or 
		succession.*

	4.	Instruments defining the rights of security holders, including
          indentures*

	16.	Letter re change in certifying accountants*

	17.	Letter re director resignation*

	20.	Other documents or statements to security holders*

	23.	Consents of experts and counsel*

	24.	Power of attorney*

	27.	Financial data schedule*

     99. Additional exhibits

          Exhibit 99.1  Press release issued by the registrant on
          February 2, 1999.
_________________________
*	Inapplicable to this filing






























                                  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 thereunto duly authorized.


							CALLON PETROLEUM COMPANY

Date:  February 3, 1999            By /s/ John S. Weatherly
       _________________           ____________________________
							John S. Weatherly, Senior Vice
                                   President, Chief Financial Officer
                                   and Treasurer
						   
						    

EX-99

                                               EXHIBIT 99.1
For further information
contact John S. Weatherly, CFO
1-800-451-1294

					FOR IMMEDIATE RELEASE 


Callon Anticipates 1998 Earnings Reduction
Because of Non-Cash Charge

Natchez, MS (February 2, 1999) - Callon Petroleum Company (NYSE: CPE/CPE.PrA)
announced today it anticipates its 1998 earnings will be reduced by an after-
tax, non-cash charge of approximately $30 million as a result of a December 31,
1998 ceiling test impairment.

The company estimates the non-cash charge is necessary because of Securities
and Exchange Commission regulations which require Callon and other oil and
gas companies using the "full cost" accounting method to calculate a ceiling
by valuing their proved reserves based upon year-end prices.  Using prices in
effect at December 31, 1998, this requirement would result in the company's
capitalized oil and gas property costs exceeding Callon's full cost ceiling.
It is important to note, however, that the ceiling test impairment would not
represent a write-down of the company's crude oil and natural gas reserves.

Ceiling test impairments do not affect cash flow, but they do have the effect
of reducing future depreciation, depletion, and amortization charges and, in
turn, increasing reported earnings in subsequent periods.

Callon Petroleum Company has been engaged in the exploration, development,
acquisition and operation of oil and gas properties in the Gulf Coast region
since 1950.

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.