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 26, 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 26, 1999 that it is
participating in a deepwater discovery at the Habanero prospect at
Garden Banks 341.  The well encountered over 200 net feet of pay in
two zones and Callon owns an 11.25 percent working interest.  Shell
Deepwater Development Inc., a subsidiary of Royal Dutch/Shell Group,
which owns a 55 percent working interest, operates the well.  The
remaining 33.75 percent working interest is owned by Murphy Oil
Corporation.  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 26, 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:  March 3, 1999               By:  s/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 Reports Deepwater Discovery
At Habanero Prospect

Natchez, MS (February 26, 1999)--Callon Petroleum Company ( NYSE: CPE/CPE.PrA)
reported today that it is participating in a deepwater discovery at the Habanero
prospect at Garden Banks Block 341. Located in 2,000 feet of water, the well
was drilled to a measured depth of 21,158 feet and encountered over 200 net
feet of pay in two zones.

Callon owns an 11.25 percent working interest in the well.  It is operated by
Shell Deepwater Development Inc., a subsidiary of Royal Dutch/Shell Group
(NYSE: RD), which owns a 55 percent working interest.  The remaining 33.75
percent working interest is owned by Murphy Oil Corporation (NYSE: MUR).

This is the second deepwater discovery for Callon.  Last fall the company 
announced its first deepwater discovery at its Boomslang prospect in Ewing 
Bank Block 994.  That well encountered approximately 185 net feet of oil 
pay in three separate zones.

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.


                                      #