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
June 22, 2004
(Date of earliest event reported)

Callon Petroleum Company

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 001-14039
(Commission File Number) 64-0844345
(I.R.S. Employer
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)

TABLE OF CONTENTS

	Item 5. Other Events
	Item 7. Financial Statements and Exhibits
SIGNATURES
Exhibit Index
Press release dated June 22, 2004

Item 5. Other Events

On June 22, 2004, Callon Petroleum Company issued the press release attached as Exhibit 99.1 announcing that the company closed on a public offering of common stock. Callon raised net proceeds of approximately $38.2 million, after expenses. The offering of 3 million shares, priced at $13.25 per share, was underwritten by Johnson Rice & Company L.L.C. As stated previously, Callon has granted the underwriter an over-allotment option to purchase an additional 450,000 shares.

Item 7. Financial Statements and Exhibits

     Exhibits

Exhibit Number	Title of Document
99.1	Press release dated June 22, 2004 announcing the closing on a public offering of common stock.

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
June 23, 2004	By:	/s/ John S. Weatherly
		John S. Weatherly
		Senior Vice President and Chief Financial Officer

Exhibit Index

Exhibit Number	Title of Document
99.1	Press release dated June 22, 2004 announcing the closing on a public offering of common stock.

EX-99.1

EXHIBIT 99.1

Callon Petroleum Company Announces
Closing of Secondary Stock Offering

     Natchez, MS (June 22, 2004) — Callon Petroleum Company (NYSE: CPE / CPE.PrA) announced the closing of a public offering of common stock today. Callon raised net proceeds of approximately $38.2 million, after expenses. The offering of 3 million shares, priced at $13.25 per share, was underwritten by Johnson Rice & Company L.L.C. As stated previously, Callon has granted the underwriter an over-allotment option to purchase an additional 450,000 shares.

     The company intends to use the net proceeds of the common stock offering for general corporate purposes, including repayment of debt.

     Callon has been engaged in the exploration, development, acquisition and production of oil and gas in the Gulf Coast region since 1950. Callon’s properties and operations are geographically concentrated in the offshore waters of the Gulf of Mexico.

     This news release includes “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. All statements other than statements of historical facts included in this news release, including statements regarding the company’s intended use of proceeds, are forward-looking statements. The company can give no assurances that the assumptions upon which such forward-looking statements are based will prove to have been correct. Important factors that could cause actual results to differ materially from the company’s expectations (“Cautionary Statements”) include volatility of oil and gas prices, the markets for oil and gas, environmental regulations, the substantial capital requirements associated with oil and gas operations and other factors that are set forth in the company’s reports filed with the Securities and Exchange Commission, including the company’s Form 10-K for its 2003 fiscal year. All subsequent written and oral forward-looking statements attributable to the company or persons acting on its behalf are expressly qualified by the Cautionary Statements.

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