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
March 14, 2006
(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	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		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

Press Release - March 14, 2006

Press Release - March 7, 2006

Press Release - March 14, 2006

Section 2 — Financial Information

Item 2.02. Results of Operations and Financial Condition

          The following information, including the press releases attached as exhibits 99.1 and 99.2, is being furnished pursuant to Item 2.02 “Results of Operations and Financial Condition,” 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 March 14, 2006, Callon Petroleum Company issued the press release attached as Exhibit 99.1 providing information regarding the company’s operating results for the fourth quarter and the year ended December 31, 2005.

          As disclosed in a press release dated March 7, 2006 attached as Exhibit 99.2, the company announced that its conference call reporting fourth quarter and full-year 2005 results would be held on Wednesday, March 15, 2006 beginning at 10:00 a.m. Central Standard Time.

Section 7 — Regulation FD

Item 7.01. Regulation FD Disclosure

          The following information, including the press release attached as exhibit 99.3, is being furnished pursuant to Item 7.01 “Regulation FD Disclosure,” not filed, for purposes of Section 18 of 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 March 14, 2006, Callon Petroleum Company issued the press release attached as Exhibit 99.3 announcing guidance for the first quarter and full-year 2006.

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 March 14, 2006 providing information regarding Callon Petroleum Company’s operating results the fourth quarter and the year ended December 31, 2005.
99.2	Press release dated March 7, 2006 announcing Callon Petroleum Company’s conference call reporting fourth quarter and full-year 2005 results.
99.3	Press release dated March 14, 2006 announcing guidance for the first quarter and full-year 2006.

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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
March 15, 2006	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 March 14, 2006 providing information regarding Callon Petroleum Company’s operating results for the fourth quarter and the year ended December 31, 2005.
99.2	Press release dated March 7, 2006 announcing Callon Petroleum Company’s conference call reporting fourth quarter and full-year 2005 results.
99.3	Press release dated March 14, 2006 announcing guidance for the first quarter and full-year 2006.

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EX-99.1

EXHIBIT 99.1

For further information contact
Rodger W. Smith 1-800-451-1294

FOR IMMEDIATE RELEASE

          Callon Petroleum Company Reports
          Fourth Quarter, Full-Year Results for 2005

          Natchez, MS (March 14, 2006)—Callon Petroleum Company (NYSE: CPE) today reported its results of operations for both the three-month period and year ended December 31, 2005.

          Fourth Quarter and Full-Year 2005 Net Income. The company reported record net income for the full-year 2005 of $26.8 million, or $1.28 per share, compared to net income for 2004 of $21.5 million, or $1.22 per share. For the fourth quarter of 2005, net income totaled $4.3 million, or $0.20 per share, compared to net income of $9.1 million, or $0.45 per share, for the same period in 2004. Net income for the quarter and full-year ended December 31, 2004 included an income tax benefit of $6.7 million after reversing a valuation allowance that was established during 2003, with an impact on earnings per share of $0.33 and $0.38 for the quarter and full-year 2004, respectively. All per share amounts are on a diluted basis.

          As further discussed below, approximately 62 percent and 24 percent of the company’s production for the quarter and full-year ended December 31, 2005, respectively, was deferred because of forced downtime at its major producing properties caused by the effects of tropical storms and hurricanes. (See “2005 Tropical Storm and Hurricane Activity” which follows.)

          Fourth Quarter and Full-Year 2005 Operating Results. For the fourth quarter oil and gas sales totaled $24.9 million from average production of 27.6 million cubic feet of natural gas equivalent per day (MMcfe/d). This corresponds to sales of $25.1 million from average daily production of 51.6 MMcfe/d for the same period in 2004. During the fourth quarter of 2005, natural gas represented approximately 47 percent of the company’s total production. For the year ended December 31, 2005, oil and gas sales totaled $141.3 million from average production of 51.5 MMcfe/d. This corresponds to sales of $119.8 million from average daily production of 59.6 MMcfe/d during the same period in 2004.

          The average price received per thousand cubic feet of natural gas in the fourth quarter of 2005 increased by 95 percent to $12.20 compared to $6.27 during the fourth quarter of 2004, while the average price received per barrel of oil in the fourth quarter of 2005 increased by 81 percent to $45.93 compared to $25.44 for the same period in 2004. The average price received per thousand cubic feet of natural gas for the year ended December 31, 2005 increased by 36 percent to $8.35 compared to $6.15 for the same period in 2004, while the average price received per barrel of oil increased by 45 percent to $41.61 compared to $28.71 for the same period in 2004.

          2005 Discretionary Cash Flow. For the year ended December 31, 2005, discretionary cash flow totaled $93.5 million compared to $71.2 million for the same period in 2004. Net cash flow provided by operating activities, as defined by GAAP, totaled $74.0 million and $70.9 million during the years ended December 31, 2005 and 2004, respectively. (See “Non-GAAP Financial Measure” that follows and the accompanying financial information for a reconciliation of discretionary cash flow, a non-GAAP measure, to net cash flow provided by operating activities.)

          Non-GAAP Financial Measure — This news release refers to a non-GAAP financial measure as “discretionary cash flow.” Callon believes this measure is a financial indicator of the company’s ability to fund capital expenditures and service debt. Discretionary cash flow is defined as cash flow provided by operating activities before net working capital changes. The company also has included this information because changes in operating assets and liabilities relate to the timing of cash receipts and disbursements which the company may not control and may not relate to the periods in which the operating activities occurred. Discretionary cash flow should not be considered an alternative to net cash provided by operating activities or net income as defined by GAAP.

          2005 Tropical Storm and Hurricane Activity – Tropical storms followed by the devastation wrought by Hurricanes Katrina and Rita caused us to experience substantial downtime during the third and fourth quarters of 2005. This was primarily because of damage to transmission lines and production facilities owned by third parties that process our crude oil and natural gas.

          Our major fields, Medusa, Habanero, High Island Block 119 and Mobile Bay Blocks 863, 864, 907, 953 and 955, incurred damage; but the fields were repaired and brought back online in the fourth quarter of 2005 and January 2006.

     Tropical storms and hurricanes during 2005 resulted in a significant reduction of production which in turn decreased our net income and cash flow. Listed below are our major properties which incurred deferred production:

Field	Downtime Days
Medusa		102
Habanero		85
Mobile Block 864 Unit		48
Mobile 953		48
Mobile 955		136
High Island 119		102

     These major properties accounted for 86% of our production during 2005.

Consolidated Condensed Balance Sheets:	December 31,		December 31,
(In thousands)	2005		2004
Cash and cash equivalents	$	2,565	$	3,266
Oil and gas properties, net		447,364		406,690
All other assets		83,847		47,567
Total assets	$	533,776	$	457,523
Long-term debt including current maturities	$	189,076	$	192,927
All other liabilities		116,652		66,284
Stockholders’ equity		228,048		198,312
Total liabilities and stockholders’ equity	$	533,776	$	457,523

	Three Months Ended				Twelve Months Ended
	December 31,				December 31,
Production and Price Information:	2005		2004		2005		2004
Production:
Oil (MBbls)		224		381		1,837		1,736
Gas (MMcf)		1,198		2,462		7,768		11,387
Total Production (MMcfe)		2,541		4,751		18,787		21,801
Average daily (MMcfe)		27.6		51.6		51.5		59.6
Average prices:
Oil ($/Bbl)	$	45.93	$	25.44	$	41.61	$	28.71
Gas ($/Mcf)	$	12.20	$	6.27	$	8.35	$	6.15
Gas equivalent ($/Mcfe)	$	9.79	$	5.29	$	7.52	$	5.50

Reconciliation Non-GAAP Financial Measure:	Three Months Ended					Twelve Months Ended
(In thousands)	December 31,					December 31,
	2005			2004		2005			2004
Discretionary cash flow	$	11,579		$	14,290	$	93,452		$	71,221
Net working capital changes and other changes		(23,660	)		1,949		(19,442	)		(313	)
Net cash flow provided (used) by operating activities	$	(12,081	)	$	16,239	$	74,010		$	70,908

Callon Petroleum Company
Consolidated Statements of Operations
(Unaudited)
(In thousands, except share amounts)

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2005			2004			2005			2004
Operating revenues:
Oil and gas sales	$	24,888		$	25,139		$	141,290		$	119,802
Operating expenses:
Lease operating expenses		5,995			5,246			24,377			22,308
Depreciation, depletion and amortization		6,554			10,995			44,946			47,453
General and administrative		1,992			1,919			8,085			8,758
Accretion expense		1,054			845			3,549			3,400
Derivative expense		(490	)		(237	)		6,028			1,371
Total operating expenses		15,105			18,768			86,985			83,290
Income from operations		9,783			6,371			54,305			36,512
Other (income) expenses:
Interest expense		3,776			4,299			16,660			20,137
Other income		(348	)		(46	)		(998	)		(357	)
Loss on early extinguishment of debt		—			—			—			3,004
Total other (income) expenses		3,428			4,253			15,662			22,784
Income (loss) before income taxes		6,355			2,118			38,643			13,728
Income tax expense (benefit)		2,098			(6,697	)		13,209			(6,697	)
Net income before Medusa Spar LLC		4,257			8,815			25,434			20,425
Income from Medusa Spar LLC, net of tax		50			308			1,342			1,076
Net income		4,307			9,123			26,776			21,501
Preferred stock dividends		—			317			318			1,272
Net income (loss) available to common shares	$	4,307		$	8,806		$	26,458		$	20,229
Net income per common share:
Basic	$	0.22		$	0.50		$	1.43		$	1.28
Diluted	$	0.20		$	0.45		$	1.28		$	1.22
Shares used in computing net income (loss):
Basic		19,272			17,561			18,453			15,796
Diluted		21,276			20,375			20,883			17,678

     Callon Petroleum Company is engaged in the exploration, development, acquisition and operation of oil and gas properties primarily in the Gulf Coast region. Callon’s properties and operations are geographically concentrated in the offshore waters of the Gulf of Mexico.

     This news release is posted on the company’s website at www.callon.com and will be archived there for subsequent review. It can be accessed from the “News Releases” link on the left side of the homepage.

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. Some of the factors which could affect our future results and could cause results to differ materially from those expressed in our forward-looking statements are discussed in our filings with the Securities and Exchange Commission, including our Annual Reports on Form 10-K, available on our website or the SEC’s website at www.sec.gov.

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EX-99.2

EXHIBIT 99.2

For further information contact
Terry Trovato, 1-800-451-1294

FOR IMMEDIATE RELEASE

     Callon Petroleum Company Announces Fourth Quarter,
     Full-Year 2005 Reporting Date and Conference Call

     Natchez, MS (March 7, 2006)—Callon Petroleum Company (NYSE: CPE) today announced its fourth quarter and full-year 2005 results of operations will be released on Tuesday afternoon, March 14, 2006. A conference call discussing the results and current operational activity is scheduled for 10:00 a.m. Central Standard Time Wednesday, March 15, 2006.

     The conference call may be accessed live over the internet through the Presentations Section of the company’s website at www.callon.com, and will be archived there for subsequent review.

     In addition, a telephone recording of the conference call will be available from noon March 15 until noon March 16 Central Standard Time, and may be accessed by dialing 1-800-633-8284 and entering Reservation Number 21285355.

     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 includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The opinions, forecasts, projections or other statements, other than statements of historical fact, are forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to have been correct. Certain risks and uncertainties inherent in our businesses are set forth in our filings with the SEC. These risks and uncertainties include general economic conditions; the volatility of oil and natural gas prices; the uncertainty of estimates of oil and natural gas reserves; the availability and cost of seismic, drilling and other equipment; operating hazards inherent in the exploration for and production of oil and natural gas; difficulties encountered during the exploration for and production of oil and natural gas; weather conditions; and other factors listed in the reports filed by us with the SEC. For additional information with respect to these and other factors, see our reports filed with the SEC. Our forward-looking statements speak only as of the date made, and we have no obligation to update these forward-looking statements.

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EX-99.3

EXHIBIT 99.3

For further information contact
Rodger W. Smith 1-800-451-1294

FOR IMMEDIATE RELEASE

     Callon Petroleum Company Issues Guidance
     For First Quarter, Full-Year 2006

     Natchez, MS (March 14, 2006)—Callon Petroleum Company (NYSE: CPE) is issuing guidance for the first quarter and full-year 2006. The guidance, found in the table below, is expressed in ranges for the detailed components.

First Quarter and Full-Year 2006
Guidance Estimates
(In thousands, except per production unit amounts)

	Guidance for			Guidance for
	1st Quarter 2006			Full-Year 2006
Estimated production volumes:
Natural gas (Bcf)		1.8 - 1.9			15.0 - 16.0
Crude oil (Mbo)		490 - 520			1,735 - 1,880
MMcfe/d		53 - 56			70 - 75
Lease operating expenses:
Cash	$	5,400-$6,000		$	28,700-$31,700
Non-cash		—			—
Total	$	5,400-$6,000		$	28,700-$31,700
General and administrative expenses:
Cash	$	1,700-$1,900		$	7,200-$7,900
Non-cash		150-     200			1,500-  1,650
Total	$	1,850-$2,100		$	8,700-$9,550
Interest expense:
Cash	$	3,475-$3,850		$	13,800-$15,200
Non-cash		500-     550			2,000-    2,300
Total	$	3,975-$4,400		$	15,800-$17,500
Medusa Spar LLC, net of tax	$	525-$550		$	1,750-$1,970
DD & A — Oil and gas properties	$	12,300-$13,000		$	65,000-$70,000
Accretion expense	$	950-$1,050		$	3,800-$4,200
Amortization of premiums on derivative contracts	$	85-$95		$	140-$160
Accrual income tax rate		35	%		35	%
Cash income tax rate		0	%		0	%

     The preceding guidance estimates contain assumptions that we believe are reasonable. These estimates are based on information that is available as of the date of this news release. We are not undertaking any obligation to update these estimates as conditions change or as additional information becomes available.

Listed below are the outstanding hedges for natural gas and crude oil by quarter for 2006.

			For the Quarter Ended
			3/31/06		6/30/06		9/30/06		12/31/06
Natural Gas
Collars	Volume (Mmcf)		900		—		—		—
	Ceiling	$	15.70		—		—		—
	Floor	$	9.67		—		—		—
Collars	Volume (Mmcf)		—		300		300		—
	Ceiling		—	$	10.40	$	10.30		—
	Floor		—	$	8.00	$	8.00		—
Collars	Volume (Mmcf)		—		1,800		1,800		1,800
	Ceiling		—	$	9.30	$	9.30	$	9.30
	Floor		—	$	8.00	$	8.00	$	8.00
Crude Oil
Swaps	Volume (Mbo)		45		45		—		—
	Strike Price	$	55.00	$	55.00		—		—
Collars	Volume (Mbo)		90		90		90		90
	Ceiling	$	77.10	$	77.10	$	77.10	$	77.10
	Floor	$	60.00	$	60.00	$	60.00	$	60.00
Collars	Volume (Mbo)		—		90		90		90
	Ceiling		—	$	81.75	$	81.75	$	81.75
	Floor		—	$	60.00	$	60.00	$	60.00

     Callon Petroleum Company is engaged in the exploration, development, acquisition and operation of oil and gas properties primarily in the Gulf Coast region. Callon’s properties and operations are geographically concentrated in the offshore waters of the Gulf of Mexico.

     This news release is posted on the company’s website at www.callon.com and will be archived there for subsequent review. It can be accessed from the “News Releases” link on the left side of the homepage.

     The company would like to point out that 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. Some of the factors which could affect our future results and could cause results to differ materially from those expressed in our forward-looking statements include:

• general economic conditions;

• volatility of oil and natural gas prices;

• uncertainty of estimates of oil and natural gas reserves;

• impact of competition;

• availability and cost of seismic, drilling and other equipment;

• operating hazards inherent in the exploration for and production of oil and natural gas;

• difficulties encountered during the exploration for and production of oil and natural gas;

• difficulties encountered in delivering oil and natural gas to commercial markets;

• changes in customer demand and producers’ supply;

• uncertainty of our ability to attract capital;

• compliance with, or the effect of changes in, the extensive governmental regulations regarding the oil and natural gas business;

• actions of operators of our oil and gas properties;

• weather conditions; and

• the risk factors discussed in our filings with the Securities and Exchange Commission, including but not limited to those in our Annual Report for the year ended December 31, 2004 on Form 10-K.

     The preceding estimates reflect our review of continuing operations only. These estimates do not take into account any material transactions such as sales of debt and equity securities, acquisitions or divestitures of assets, and formations of joint ventures. We continually review these types of transactions and may engage in one or more of these types of transactions without prior notice.

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