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
August 3, 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 August 3, 2004
Press Release dated August 3, 2004

Item 5. Other Events

On August 3, 2004, Callon Petroleum Company filed the press release attached as Exhibit 99.1 announcing the extension of the expiration date of its offer to exchange its 9.75% Senior Notes Due 2010, Series B, that have been registered under the Securities Act of 1933, for all outstanding 9.75% Senior Notes Due 2010, Series A. The exchange offer was scheduled to expire at 5:00 p.m., New York City time, on Monday August 2, 2004. The exchange has been extended to expire at 5:00 p.m., New York City time, on Thursday August 12, 2004.

On August 3, 2004, Callon Petroleum Company filed the press release attached as Exhibit 99.2 announcing the appointment of L. Richard Flury to Callon Petroleum Company’s Board of Directors.

Item 7. Financial Statements and Exhibits

     Exhibits

Exhibit Number	Title of Document
99.1	Press release dated August 3, 2004 announcing the extension of Callon Petroleum Company’s exchange offer.
99.2	Press release dated August 3, 2004 announcing the appointment of a new director to the Board of Directors of Callon Petroleum Company.

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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
August 3, 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 August 3, 2004 announcing the extension of Callon Petroleum Company’s exchange offer.
99.2	Press release dated August 3, 2004 announcing the appointment of a new director to the Board of Directors of Callon Petroleum Company.

EX-99.1

EXHIBIT 99.1

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

FOR IMMEDIATE RELEASE

Callon Petroleum Company Extends
Exchange of 9.75% Senior Notes Due 2010

     Natchez, MS (August 3, 2004) — Callon Petroleum Company (NYSE: CPE / CPE.PrA) today announced that it has extended its offer to exchange up to $200,000,000 in aggregate principal amount its 9.75% Senior Notes Due 2010, Series B, which were registered under the Securities Act of 1933, for a like principal amount of its 9.75% Senior Notes Due 2010, Series A. On July 2, 2004, a prospectus dated June 30, 2004 and a related letter of transmittal were mailed to all registered holders of the existing notes as of July 1, 2004. The exchange offer was scheduled to expire at 5:00 p.m., New York City time, on Monday August 2, 2004. The exchange has been extended to expire at 5:00 p.m., New York City time, on Thursday August 12, 2004.

     As of August 2, 2004, $197,000,000 in aggregate principal amount of the Company’s 9.75% Senior Notes, Series A had been tendered in the exchange offer.

     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 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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EX-99.2

EXHIBIT 99.2

For further information contact
John Weatherly, CFO 1-800-451-1294

FOR IMMEDIATE RELEASE

Callon Petroleum Company Announces
Election of New Director

     Natchez, MS (August 3, 2004) — Callon Petroleum Company (NYSE: CPE/CPE.PrA) announced today that L. Richard Flury has been elected to its Board of Directors, effective July 30, 2004.

     A graduate of the University of Victoria (Canada), Flury, age 57, spent over 30 years with Amoco Corporation, and later, BP plc, from which he retired as chief executive, Gas and Power and Renewables on December 31, 2001, a position he had held since June of 1999.

     Prior to Amoco’s merger with BP, which was announced in August 1998, Flury had served in various executive positions and was chief executive for Worldwide Exploration and Production and executive vice president of Amoco Corporation at the time of the merger.

     Currently, he is a member of the Board of Directors of the Questar Corporation and the Chicago Bridge and Iron Company, N.V., and serves as a Trustee of Thunderbird — The Garvin School of International Management.

     “Richard brings a wealth of oil industry knowledge to our Board,” notes Fred Callon, chairman and chief executive officer, “and we look forward to his valuable input as we continue to grow our company.”

     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. Callon’s properties and operations are geographically concentrated in the offshore waters of the Gulf of Mexico.

     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.

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