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 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)

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Section 7 — Regulation FD
	Item 7.01. Regulation FD Disclosure
Section 9 — Financial Statements and Exhibits
	Item 9.01. Financial Statements and Exhibits
SIGNATURES
Exhibit Index
Press Release

Section 7 — Regulation FD

Item 7.01. Regulation FD Disclosure

     The following information, including Exhibit 99.1, is being furnished pursuant to Item 7.01 “Regulation FD Disclosure,” not filed, for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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.

     On December 3, 2004, Callon Petroleum Company issued the press release attached as Exhibit 99.1 providing information regarding the company’s approved capital expenditure budget for 2005 and updated operations information

Section 9 — Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

Exhibit Number	Title of Document
99.1	Press release dated December 3, 2004 providing information regarding Callon Petroleum Company’s approved capital expenditure budget for 2005 and updated operations information.

1

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
December 5, 2004	By:	/s/ John S. Weatherly
		John S. Weatherly
		Senior Vice President and
		Chief Financial Officer

2

Exhibit Index

Exhibit Number	Title of Document
99.1	Press release dated December 3, 2004 providing information regarding Callon Petroleum Company’s approved capital expenditure budget for 2005 and updated operations information.

3

EX-99.1

EXHIBIT 99.1

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

FOR IMMEDIATE RELEASE

Callon Petroleum Company Announces 2005 Capital Budget
And Provides Operations Update

     Natchez, MS (December 3, 2004)—Callon Petroleum Company (NYSE: CPE/CPE.PrA) announced today that its Board of Directors has approved a 2005 capital expenditure budget of $80 million, an increase of 23% from the 2004 capital expenditure budget of $65 million. The company anticipates that cash flow generated during 2005 will fully fund this budget.

     “The important thing to note about the 2005 budget is that reserve additive spending has been increased by 173%, from $22 million in 2004 to $60 million in 2005,” explains Fred L. Callon, Chairman and CEO. “During 2005, we anticipate drilling three Gulf of Mexico deepwater prospects, including two in the area of our Medusa Field. In addition, we have already identified 14 prospects elsewhere in the Gulf of Mexico region to be drilled.”

     Regarding recent Gulf of Mexico shelf exploration activities, Callon’s North Padre Island Block 913 #1 exploratory well was drilled to a vertical depth of 8,082 feet and found apparent natural gas pay in multiple intervals. Currently, the well is being completed and will be tied back to existing infrastructure on a nearby block. Production is expected during the third quarter of 2005. Callon is the operator and owns a 50% working interest.

     At High Island Block 119, a 2004 second-quarter discovery, the A-1 and A-2 wells are producing at a combined rate of 45 million cubic feet of natural gas and 700 barrels of condensate per day. The A-3 well currently is being drilled, targeting additional reserves in a separate fault block.

     Callon Petroleum Company 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 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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