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 6, 2008

 (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. EmployerIdentification 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 2 — Financial Information

Item 2.02.  Results of Operations and Financial Condition

The following information, including 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 (the “Securities  Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

On August 6, 2008, Callon Petroleum Company issued the press release attached as Exhibit 99.1 providing information regarding the company’s operating results for the quarter and six months ended June 30, 2008.

As disclosed in a press release dated July 31, 2008, attached as Exhibit 99.2, Callon Petroleum Company announced that its conference call reporting second quarter 2008 results would be held on August 7, 2008 beginning at 10:00 a.m. Central Standard Time.

Section 7 — Regulation FD

Item 7.01.  Regulation FD Disclosure

The following information, including 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 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

On August 6, 2008, Callon Petroleum Company issued the press release attached as Exhibit 99.3 announcing guidance for the third quarter and full year of 2008.

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 August 6, 2008 providing information regarding Callon Petroleum Company’s operating results for the quarter and six months ended June 30, 2008.
99.2	Press release dated July 31, 2008 announcing Callon Petroleum Company’s conference call reporting second quarter 2008 results.
99.3	Press release dated August 6, 2008 announcing guidance for third quarter and full year of 2008.

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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 07, 2008	By:	/s/ B. F. Weatherly
		B. F. Weatherly
		Executive Vice President and
		Chief Financial Officer

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Exhibit Index

Exhibit Number	Title of Document
99.1	Press release dated August 6, 2008 providing information regarding Callon Petroleum Company’s operating results for the quarter and six months ended June 30, 2008.
99.2	Press release dated July 31, 2008 announcing Callon Petroleum Company’s conference call reporting second quarter 2008 results.
99.3	Press release dated August 6, 2008 announcing guidance for the third quarter and full year of 2008.

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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 Increased Earnings

For Second Quarter, First Six Months of 2008

Natchez, MS (August 6, 2008)—Callon Petroleum Company (NYSE: CPE) today reported results of operations for both the three and the six-month periods ended June 30, 2008.

Second Quarter and Six Months 2008 Net Income.  For the quarter ended June 30, 2008, the company reported net income of $5.2 million which was a 100% increase over the $2.6 million reported for the same period in 2007.  Net income for the second quarter of 2008 included a one-time charge of $11.9 million, or $0.35 per share net of tax, related to the early extinguishment of debt associated with the retirement of the company’s $200 million Senior Revolving Credit Facility.   Net income per share was $0.23 and $0.12 for the quarters ended June 30, 2008 and 2007, respectively.  For the six months ended June 30, 2008, Callon reported net income of $12.8 million, or $0.58 per share. This compares with net income of $8.4 million, or $0.39 per share during the same period of 2007.  All per share amounts are on a diluted basis.

 Second Quarter and Six Months 2008 Operating Results.  Operating results for the three months ended June 30, 2008 include oil and gas sales of $48.0 million from average production of 37.2 million cubic feet of natural gas equivalent per day (MMcfe/d).  This corresponds to sales of $43.5 million from average production of 54.1 MMcfe/d during the comparable 2007 period.The average price received, after the impact of hedging, per thousand cubic feet of natural gas (Mcf) for the quarter ended June 30, 2008 increased to $11.67, compared to $8.17 for the quarter ended June 30, 2007. The average price received, after the impact of hedging, per barrel of oil (Bbl) in the second quarter of 2008 increased to $99.99, compared to $61.47 during the second quarter of 2007. Oil and gas sales for the first six months of 2008 totaled $93.0 million from average production of 39.6 MMcfe/d.  This corresponds to sales of $89.0 million from average production of 57.2 MMcfe/d during the same period in 2007.  The average price, after the impact of hedging, received per Mcf in the six-month period of 2008 increased to $10.46, compared to $8.07 during the first six months of 2007, while the average price received, after the impact of hedging, per Bbl in the first half of 2008 increased to $93.27, compared to $58.36 during the same period in 2007.

 Second Quarter and Six Months 2008 Discretionary Cash Flow. Discretionary cash flow for the three-month period ended June 30, 2008 totaled $30.2 million compared to $24.9 million during the comparable prior year period.  Net cash flow provided by operating activities, as defined by GAAP, totaled $28.8 million and $37.3 million during the quarters ended June 30, 2008 and 2007, respectively. Discretionary cash flow for the first six months of 2008 totaled $59.3 million compared to $58.4 million during the same period in 2007.  Net cash flow provided by operating activities, as defined by GAAP, totaled $63.9 million and $70.2 million during the six-month periods ended June 30, 2008 and 2007, respectively. (See “Non-GAAP Financial Measure” that follows and the accompanying 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 that the non-GAAP measure of discretionary cash flow is useful as an indicator of an oil and gas exploration and production company’s ability to internally fund exploration and development activities and to service or incur additional debt.  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 period 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.

Reconciliation of Non-GAAP Financial Measure:	Three Months Ended					Six Months Ended
(In thousands)	June 30,					June 30,
	2008			2007		2008		2007
Discretionary cash flow	$	30,245		$	24,886	$	59,288	$	58,392
Net working capital changes and other changes		(1,467	)		12,401		4,621		11,764
Net cash flow provided by operating activities	$	28,778		$	37,287	$	63,909	$	70,156

Production and Price Information:	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2008			2007			2008			2007
Production:
Oil (MBbls)		286			263			575			551
Gas (MMcf)		1,668			3,341			3,759			7,043
Gas equivalent (MMcfe)		3,382			4,920			7,211			10,348
Average daily (MMcfe)		37.2			54.1			39.6			57.2
Average prices:
Oil ($/Bbl) (a)	$	99.99		$	61.47		$	93.27		$	58.36
Gas ($/Mcf)	$	11.67		$	8.17		$	10.46		$	8.07
Gas equivalent ($/Mcfe)	$	14.20		$	8.84		$	12.90		$	8.60
Additional per Mcfe data:
Sales price	$	14.20		$	8.84		$	12.90		$	8.60
Lease operating expenses		1.44			1.75		$	1.39			1.47
Operating margin	$	12.76		$	7.09		$	11.51		$	7.13
Depletion	$	4.50		$	3.83		$	4.19		$	3.93
General and administrative (net of management fees)	$	0.87		$	0.46		$	0.78		$	0.43
(a) Below is a reconciliation of the average NYMEX price to the average realized sales price per barrel of oil:
Average NYMEX oil price	$	123.98		$	65.00		$	110.94		$	61.63
Basis differentials and quality adjustments		( 4.06	)		( 2.85	)		( 3.95	)		( 4.18	)
Transportation		( 1.34	)		( 1.14	)		( 1.30	)		( 1.14	)
Hedging		( 18.59	)		0.46			( 12.42	)		2.05
Averaged realized oil price	$	99.99		$	61.47		$	93.27		$	58.36

Callon Petroleum Company

Consolidated Balance Sheets

(In thousands, except share data)

(Unaudited)

	June 30, 2008			December 31, 2007
ASSETS
Current assets:
Cash and cash equivalents	$	42,056		$	53,250
Accounts receivable		41,956			22,073
Deferred tax asset		22,707			--
Restricted investments		--			100
Other current assets		3,366			6,592
Total current assets		110,085			82,015
Oil and gas properties, full-cost accounting method:
Evaluated properties		1,272,005			1,349,904
Less accumulated depreciation, depletion and amortization		(768,621	)		(738,374	)
		503,384			611,530
Unevaluated properties excluded from amortization		54,514			70,176
Total oil and gas properties		557,898			681,706
Other property and equipment, net		2,130			1,986
Restricted investments		4,704			4,525
Investment in Medusa Spar LLC		12,869			12,673
Other assets, net		3,378			9,577
Total assets	$	691,064		$	792,482
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	57,363		$	37,698
Asset retirement obligations		6,738			9,810
Fair market value of derivatives		21,358			5,205
Total current liabilities		85,459			52,713
Long-term debt		228,617			392,012
Asset retirement obligations		28,355			27,027
Deferred tax liability		54,568			32,190
Other long-term liabilities		2,272			1,465
Total liabilities		399,271			505,407
Stockholders' equity:
Preferred Stock, $.01 par value, 2,500,000 shares authorized;		--			--
Common Stock, $.01 par value, 30,000,000 shares authorized; 21,152,090 and 20,891,145 shares outstanding at June 30, 2008 and December 31, 2007, respectively		211			209
Capital in excess of par value		226,061			223,336
Other comprehensive income		(14,177	)		(3,383	)
Retained earnings		79,698			66,913
Total stockholders' equity		291,793			287,075
Total liabilities and stockholders' equity	$	691,064		$	792,482

Callon Petroleum Company

Consolidated Statements of Operations

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2008			2007			2008			2007
Operating revenues:
Oil sales	$	28,554		$	16,178		$	53,650		$	32,146
Gas sales		19,475			27,296			39,339			56,812
Total operating revenues		48,029			43,474			92,989			88,958
Operating expenses:
Lease operating expenses		4,870			8,613			10,048			15,212
Depreciation, depletion and amortization		15,218			18,819			30,247			40,666
General and administrative		2,943			2,271			5,595			4,492
Accretion expense		952			943			1,984			2,055
Total operating expenses		23,983			30,646			47,874			62,425
Income from operations		24,046			12,828			45,115			26,533
Other (income) expenses:
Interest expense		4,755			9,172			14,695			13,757
Other income		(379	)		(102	)		(851	)		(427	)
Loss on early extinguishment of debt		11,871			--			11,871			--
Total other (income) expenses		16,247			9,070			25,715			13,330
Income before income taxes		7,799			3,758			19,400			13,203
Income tax expense		2,730			1,315			6,812			5,118
Income before Medusa Spar LLC		5,069			2,443			12,588			8,085
Income from Medusa Spar LLC, net of tax		84			138			197			299
Net income	$	5,153		$	2,581		$	12,785		$	8,384
Net income per common share:
Basic	$	0.25		$	0.12		$	0.61		$	0.40
Diluted	$	0.23		$	0.12		$	0.58		$	0.39
Shares used in computing net income per common share:
Basic		20,966			20,726			20,919			20,724
Diluted		22,074			21,302			21,859			21,248

Callon Petroleum Company

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	Six Months Ended
	June 30, 2008			June 30, 2007
Cash flows from operating activities:
Net income	$	12,785		$	8,384
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation, depletion and amortization		30,615			41,095
Accretion expense		1,984			2,055
Amortization of deferred financing costs		1,580			1,314
Non-cash loss on early extinguishment of debt		5,598			--
Equity in earnings of Medusa Spar LLC		(197	)		(299	)
Deferred income tax expense		6,812			5,118
Non-cash charge related to compensation plans		1,546			725
Excess tax benefits from share-based payment arrangements		(1,435	)		--
Changes in current assets and liabilities:
Accounts receivable		(2,470	)		6,340
Other current assets		3,226			(929	)
Current liabilities		3,482			6,980
Change in gas balancing receivable		732			(10	)
Change in gas balancing payable		359			437
Change in other long-term liabilities		(6	)		(5	)
Change in other assets, net		(702	)		(1,049	)
Cash provided by operating activities		63,909			70,156
Cash flows from investing activities:
Capital expenditures		(78,441	)		(50,911	)
Entrada acquisition		--			(150,000	)
Proceeds from sale of mineral interests		167,493			--
Distribution from Medusa Spar LLC		108			430
Cash provided by (used in) investing activities		89,160			(200,481	)
Cash flows from financing activities:
Increases in debt		51,435			211,000
Payments on debt		(216,000	)		(46,000	)
Deferred financing costs		--			(6,429	)
Equity issued related to employee stock plans		(1,133	)		--
Excess tax benefits from share-based payment arrangements		1,435			--
Capital leases		--			(872	)
Cash (used in) provided by financing activities		(164,263	)		157,699
Net (decrease) increase in cash and cash equivalents		(11,194	)		27,374
Cash and cash equivalents:
Balance, beginning of period		53,250			1,896
Balance, end of period	$	42,056		$	29,270

Callon Petroleum Company is engaged in the exploration, development, acquisition and operation of oil and gas properties in the Gulf Coast region. The majority of Callon’s properties and operations are 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.

It should be noted 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 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 Second Quarter 2008

Reporting Date and Conference Call

              Natchez, MS (July 31, 2008)--Callon Petroleum Company (NYSE: CPE) today announced its second quarter 2008 results of operations will be released on Wednesday afternoon, August 6, 2008.  A conference call discussing the results and current activity is scheduled for 10 a.m. Central Daylight Time Thursday, August 7, 2008.

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 August 7 until noon August 8 Central Daylight Time, and may be accessed by dialing 1-800-633-8284 and entering Reservation Number 21389970.

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 Louisiana, Alabama and 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 Third Quarter, Full -Year 2008

Natchez, MS (August 6, 2008)—Callon Petroleum Company (NYSE: CPE) is issuing guidance for the third quarter and full-year 2008.   The guidance, found in the table below, is expressed in ranges for the detailed components.

Third Quarter and Full -Year 2008

Guidance Estimates

(In thousands, except per production unit amounts)

	Guidance for  3rd Quarter 2008	Guidance for Full -Year 2008
Estimated production volumes:
Natural gas (Bcf)	1.5 – 1.6	7.0 -- 7.5
Crude oil (Mbo)	280 -- 300	1,100 -- 1,225
MMcfe/d	35 -- 38	37 -- 41
Lease operating expenses:
Cash	$5,400 -- $5,900	$21,000 -- $23,600
Non-cash	--	--
Total	$  5,400 -- $ 5,900	$21,000 -- $23,600
General and administrative expenses:
Cash	$2,200 -- $2,500	$8,200  -- $8,600
Non-cash	400 -- 500	2,600  -- 2,800
Total	$2,600 -- 3,000	$10,800  -- $11,400
Interest expense:
Cash	$  4,700 -- $  5,100	$24,000  -- $25,000
Non-cash	600 -- 700	2,800  -- 3,000
Total	$  5,300 -- $  5,800	$26,800  -- $28,000
Early extinguishment of debt:
Cash	--	$6,300
Non-cash	--	5,600
Total	--	$11,900
Medusa Spar LLC, net of tax	$50 -- $100	$400  -- $500
DD & A – Oil and gas properties	$14,000 -- $15,600	$59,000  -- $65,000
Accretion expense	$1,000 -- $1,100	$4,000  -- $4,500
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 upon information that is available as of the date of this news release.  The company is not undertaking any obligation to update these estimates as conditions change or as additional information becomes available.

Listed below by quarter for 2008 are the company’s hedges for natural gas and crude oil.

		9/30/08		12/31/08
Natural Gas
Collars	Volume (MMcf)		525		525
	Ceiling	$	9.60	$	9.60
	Floor	$	7.50	$	7.50
Collars	Volume (MMcf)		150		150
	Ceiling	$	11.00	$	11.00
	Floor	$	8.00	$	8.00
Collars	Volume (MMcf)		150		150
	Ceiling	$	11.25	$	11.25
	Floor	$	8.00	$	8.00
Crude Oil
Collars	Volume (Mbo)		45		45
	Ceiling	$	81.00	$	81.00
	Floor	$	65.00	$	65.00
Collars	Volume (Mbo)		45		45
	Ceiling	$	82.00	$	82.00
	Floor	$	65.00	$	65.00
Swap	Volume (Mbo)		45		45
	Swap price	$	91.00	$	91.00

Callon Petroleum Company is engaged in the exploration, development, acquisition and operation of oil and gas properties in the Gulf Coast region. The majority of Callon’s properties and operations are 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 (including statements about fiscal fourth quarter and full-year financial and operating performance) 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 and industry 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, 2007 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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