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
July 14, 2005
(Date of earliest event reported)

Callon Petroleum Company

(Exact name of registrant as specified in its charter)

Delaware	001-14039	64-0844345
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(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))

Section 8 — Other Events

Item 8.01. Other Events

          On July 14, 2005, Callon Petroleum Company redeemed all of its outstanding shares of $2.125 Convertible Exchangeable Preferred Stock, Series A. In connection with the redemption, holders of a total of 571,108 shares of preferred stock that were outstanding on the date the notice of redemption was mailed converted their shares of preferred stock into 1,297,726 shares of the company’s common stock prior to the redemption date and the remaining 25,563 shares of preferred stock outstanding on the redemption date were redeemed for cash. The press release announcing the completion of the redemption process is attached as Exhibit 99.1.

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 July 15, 2005 announcing that Callon Petroleum Company has completed the redemption all outstanding shares of its $2.125 Convertible Exchangeable Preferred Stock, Series A.

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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
July 19, 2005	By:	/s/ Fred L. Callon
		Fred L. Callon
		President and Chief Executive Officer

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Exhibit Index

Exhibit Number		Title of Document
	99.1	Press release dated July 15, 2005 announcing that Callon Petroleum Company has completed the redemption all outstanding shares of its $2.125 Convertible Exchangeable Preferred Stock, Series A.

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EX-99.1

EXHIBIT 99.1

For further information contact
Fred L. Callon 1-800-451-1294

FOR IMMEDIATE RELEASE

Callon Petroleum Company Redeems All Outstanding Shares

     Of $2.125 Convertible Exchangeable Preferred Stock, Series A

     Natchez, MS (July 15, 2005) — Callon Petroleum Company (NYSE: CPE/CPE.PrA) announced today that it has redeemed all of its outstanding shares of $2.125 Convertible Exchangeable Preferred Stock, Series A, which will result in an annual cash savings of $1.3 million in future dividend payments.

     Of the 596,671 shares of the company’s preferred stock outstanding on the date the notice of redemption was mailed, holders of 571,108 shares elected to convert their preferred stock into the company’s common stock at a conversion rate of 2.273 shares of common stock for each share of preferred stock. The company redeemed the remaining 25,563 shares of preferred stock outstanding on the redemption date at a redemption price equal to $25.213 per share, plus $0.525347, representing all accrued and unpaid dividends.

     In connection with the redemption, the company issued 1,297,726 shares of common stock, plus cash payments of $1,477, representing payments for fractional shares, to holders of preferred stock converting their shares into common stock and paid a total of $657,949 to holders whose preferred stock was redeemed.

     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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