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

May 11, 2009

 (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):

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

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

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

£ 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 May 11, 2009, Callon Petroleum Company issued the press release attached as Exhibit 99.1 providing information regarding the company’s operating results for the quarter ended March 31, 2009.

As disclosed in a press release dated May 4, 2009 attached as Exhibit 99.2, Callon Petroleum Company announced that its conference call reporting first quarter 2009 results would be held on May 11, 2009 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 May 11, 2009, Callon Petroleum Company issued the press release attached as Exhibit 99.3 announcing guidance for the second quarter and full year of 2009.

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 May 11, 2009 providing information regarding Callon Petroleum Company’s operating results for the quarter ended March 31, 2009.
99.2	Press release dated May 4, 2009 announcing Callon Petroleum Company’s conference call reporting first quarter 2009 results.
99.3	Press release dated May 11, 2009 announcing guidance for the second quarter and full year of 2009.

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
May 12, 2009	By:	/s/ B. F. Weatherly
	B. F. Weatherly
	Executive Vice President and
	Chief Financial Officer

2

Exhibit Index

Exhibit Number	Title of Document
99.1	Press release dated May 11, 2009 providing information regarding Callon Petroleum Company’s operating results for the quarter ended March 31, 2009.
99.2	Press release dated May 4, 2009 announcing Callon Petroleum Company’s conference call reporting first quarter 2009 results.
99.3	Press release dated May 11, 2009 announcing guidance for the second quarter and full year of 2009.

3

EX-99.1

EXHIBIT 99.1

For further information contact

Rodger W. Smith, 1-800-451-1294

FOR IMMEDIATE RELEASE

Callon Petroleum Company Reports

First Quarter 2009 Results of Operations

Natchez, MS (May 11, 2009)—Callon Petroleum Company (NYSE: CPE) today reported results of operations for the quarter ended March 31, 2009.

First Quarter 2009 Net Income.  For the quarter ended March 31, 2009, the company reported net income of $2.4 million, or $0.11 per share, exceeding analysis consensus which was a net loss of $0.07 per share.  This compares to net income of $7.6 million, or $0.35 per share, for the same period in 2008.

First Quarter 2009 Operating Results.  Oil and gas sales totaled $24.8 million from production of 33.6 million cubic feet of natural gas equivalent per day (MMcfe/d).  This corresponds to sales of $45.0 million from production of 42.1 MMcfe/d during the same period in 2008.  The average price received per thousand cubic feet of natural gas decreased to $6.13, compared to $9.50 during the first quarter of 2008, while the average price received per barrel of oil decreased to $60.59, compared to $86.66 during the same period in 2008.  All average realized price amounts are after the impact of hedging, which added $7.9 million to oil and gas sales.

First Quarter 2009 Discretionary Cash Flow. Discretionary cash flow for the quarter ended March 31, 2009 totaled $14.2 million compared to $29.0 million during the previous year.  Net cash flow provided by operating activities, as defined by GAAP, totaled $2.2 million and $35.1 million during the quarters ended March 31, 2009 and 2008, respectively. (See “Non-GAAP Financial Measure” that follows and the accompanying reconciliation of discretionary cash flow 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.

Production and Price Information:	Three Months Ended
	March 31,
	2009			2008
Production:
Oil (MBbls)		263			290
Gas (MMcf)		1,447			2,090
Gas equivalent (MMcfe)		3,026			3,828
Average daily (MMcfe)		33.6			42.1
Average prices:
Oil ($/Bbl) (a)	$	60.59		$	86.66
Gas ($/Mcf)	$	6.13		$	9.50
Gas equivalent ($/Mcfe)	$	8.20		$	11.75
Additional per Mcfe data:
Sales price	$	8.20		$	11.75
Lease operating expenses		1.33			1.35
Operating margin	$	6.87		$	10.40
Depletion	$	3.11		$	3.93
General and administrative (net of management fees)	$	0.60		$	0.69
(a) Below is a reconciliation of the average NYMEX price to the average realized sales price per barrel of oil:
Average NYMEX oil price	$	43.08		$	97.90
Basis differentials and quality adjustments		( 4.01	)		( 3.65	)
Transportation		( 1.35	)		( 1.25	)
Hedging		22.87			( 6.34	)
Averaged realized oil price	$	60.59		$	86.66

Reconciliation of Non-GAAP Financial Measure:	Three Months Ended
(In thousands)	March 31,
	2009			2008
Discretionary cash flow	$	14,230		$	29,043
Net working capital changes and other changes		(11,984	)		6,088
Net cash flow provided by operating activities	$	2,246		$	35,131

Callon Petroleum Company

Consolidated Balance Sheets

(In thousands, except share data)

(Unaudited)

	March 31, 2009			December 31, 2008
ASSETS
Current assets:
Cash and cash equivalents	$	651		$	17,126
Accounts receivable		21,472			44,290
Fair market value of derivatives		14,857			21,780
Other current assets		191			1,103
Total current assets		37,171			84,299
Oil and gas properties, full-cost accounting method:
Evaluated properties		1,587,795			1,581,698
Less accumulated depreciation, depletion and amortization		(1,464,687	)		(1,455,275	)
		123,108			126,423
Unevaluated properties excluded from amortization		28,595			32,829
Total oil and gas properties		151,703			159,252
Other property and equipment, net		2,419			2,536
Restricted investments		4,775			4,759
Investment in Medusa Spar LLC		12,183			12,577
Other assets, net		2,172			2,667
Total assets	$	210,423		$	266,090
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	23,375		$	76,516
Asset retirement obligations		9,456			9,151
Total current liabilities		32,831			85,667
9.75% Senior Notes		195,065			194,420
Callon Entrada Credit Facility (non-recourse)		78,435			78,435
Total long-term debt		273,500			272,855
Asset retirement obligations		32,273			33,043
Callon Entrada Credit Facility interest payable (non-recourse)		3,339			2,719
Other long-term liabilities		1,638			1,610
Total liabilities		343,581			395,894
Stockholders' equity:
Preferred Stock, $.01 par value, 2,500,000 shares authorized;		--			--
Common Stock, $.01 par value, 30,000,000 shares authorized; 21,637,470 and 21,621,142 shares outstanding at March 31, 2009 and December 31, 2008, respectively		216			216
Capital in excess of par value		228,968			227,803
Other comprehensive income		7,234			14,157
Retained (deficit) earnings		(369,576	)		(371,980	)
Total stockholders' equity		(133,158	)		(129,804	)
Total liabilities and stockholders' equity	$	210,423		$	266,090

Callon Petroleum Company

Consolidated Statements of Operations

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended March 31,
	2009			2008
Operating revenues:
Oil sales	$	15,952		$	25,096
Gas sales		8,863			19,864
Total operating revenues		24,815			44,960
Operating expenses:
Lease operating expenses		4,039			5,178
Depreciation, depletion and amortization		9,413			15,029
General and administrative		1,819			2,652
Accretion expense		1,038			1,032
Total operating expenses		16,309			23,891
Income from operations		8,506			21,069
Other (income) expenses:
Interest expense		4,782			9,940
Callon Entrada Credit Facility interest expense (non-recourse)		1,556			--
Other (income) expense		(95	)		(472	)
Total other (income) expenses		6,243			9,468
Income before income taxes		2,263			11,601
Income tax (benefit) expense		(24	)		4,082
Income before equity in earnings of Medusa Spar LLC		2,287			7,519
Equity in earnings of Medusa Spar LLC, net of tax		117			113
Net income available to common shares	$	2,404		$	7,632
Net income per common share:
Basic	$	0.11		$	0.37
Diluted	$	0.11		$	0.35
Shares used in computing net income per common share:
Basic		21,607			20,871
Diluted		21,607			21,644

Callon Petroleum Company

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	Three Months Ended
	March 31, 2009			March 31, 2008
Cash flows from operating activities:
Net income	$	2,404		$	7,632
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation, depletion and amortization		9,629			15,213
Accretion expense		1,038			1,032
Amortization of deferred financing costs		731			873
Equity in earnings of Medusa Spar LLC		(117	)		(113	)
Deferred income tax expense		(24	)		4,082
Non-cash charge related to compensation plans		569			371
Excess tax benefits from share-based payment arrangements		--			(47	)
Changes in current assets and liabilities:
Accounts receivable		5,761			(648	)
Other current assets		912			4,702
Current liabilities		(19,614	)		(252	)
Change in gas balancing receivable		319			923
Change in gas balancing payable		30			557
Change in other long-term liabilities		618			(4	)
Change in other assets, net		(10	)		810
Cash provided by operating activities		2,246			35,131
Cash flows from investing activities:
Capital expenditures		(19,295	)		(46,208	)
Distribution from Medusa Spar LLC		574			108
Cash used in investing activities		(18,721	)		(46,100	)
Cash flows from financing activities:
Equity issued related to employee stock plans		--			(16	)
Excess tax benefits from share-based payment arrangements		--			47
Cash provided by financing activities		--			31
Net decrease in cash and cash equivalents		(16,475	)		(10,938	)
Cash and cash equivalents:
Balance, beginning of period		17,126			53,250
Balance, end of period	$	651		$	42,312

Callon Petroleum Company is engaged in the acquisition, development, exploration 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.

EX-99.2

EXHIBIT 99.2

For further information contact

Terry Trovato, 1-800-451-1294

FOR IMMEDIATE RELEASE

Callon Petroleum Company Announces First Quarter 2009

Reporting Date and Conference Call

Natchez, MS (May 4, 2009)--Callon Petroleum Company (NYSE: CPE) today announced its first quarter results of operations will be released on Monday afternoon, May 11, 2009.  A conference call discussing the results and current activity is scheduled for 10 a.m. Central Daylight Time Tuesday, May 12, 2009.

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 May 12 until noon May 13 Central Daylight Time, and may be accessed by dialing 1-800-633-8284 and entering Reservation Number 21424010.

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

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.

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 Second Quarter, Full Year 2009

Natchez, MS (May 11, 2009)—Callon Petroleum Company (NYSE: CPE) is issuing guidance for the second quarter and confirming production guidance for full year 2009.   The guidance, found in the table below, is expressed in ranges for the detailed components.

Second Quarter and Full Year 2009

Guidance Estimates

(In thousands, except per production unit amounts)

	Guidance for 2nd Quarter 2009	Guidance for Full Year 2009
Estimated production volumes:
Natural gas (Bcf)	1.4  --   1.5	5.0   --   7.5
Crude oil (Mbo)	195 --  215	830  --  880
MMcfe/d	28 --    30	27  --    35
Lease operating expenses:
Cash	$ 4,000 -- $ 4,500	$ 17,000   --  $ 22,000
Non-cash	--	--
Total	$ 4,000 -- $ 4,500	$ 17,000   --  $ 22,000
General and administrative expenses:
Cash	$ 2,000 -- $ 2,400	$   7,300   --  $   8,300
Non-cash	500 --       600	2,000   --       2,500
Total	$ 2,500 -- $ 3,000	$   9,300   --  $ 10,800
Interest expense:
Cash	$ 4,000 -- $ 4,300	$ 16,000   --  $ 17,500
Non-recourse	1,500 --    1,700	6,000   --       6,500
Non-cash	700 --       800	3,000   --       3,500
Total	$ 6,200 -- $ 6,800	$ 25,000   --  $ 27,500
Medusa Spar LLC, net of tax	$    100 -- $    125	$400   --  $      500
DD & A – Oil and gas properties	$ 8,000 -- $ 9,000	$ 30,000   --  $ 41,000
Accretion expense	$ 1,000 -- $ 1,200	$   5,000   --  $   6,000
Income tax rate	0%	0%
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 crude oil for the remainder of 2009.

		6/30/09		9/30/09		12/31/09
Crude Oil
Collars	Volume (Mbo)		45		45		45
	Ceiling	$	171.50	$	171.50	$	171.50
	Floor	$	110.00	$	110.00	$	110.00
Collars	Volume (Mbo)		45		45		45
	Ceiling	$	180.00	$	180.00	$	180.00
	Floor	$	110.00	$	110.00	$	110.00

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, 2008 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.