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

June 1, 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 5 — Corporate Governance and Management

Item 5.02.  Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(c)   Appointment of Executive Vice President and Chief Operating Officer

On June 1, 2009, Callon Petroleum Company issued the press release attached as Exhibit 99.1 announcing that Steven B. Hinchman was named to the position of Executive Vice President and Chief Operating Officer.

Prior to joining the Company, Mr. Hinchman, age 50, was Executive Vice President of Technology and Services for Marathon Oil Corporation, a position he held since April 2008, and served as a member of Marathon's Executive Committee, a position he held since October 2000.  Mr. Hinchman originally joined Marathon in 1980 as a field engineer and subsequently held a number of technical, staff and managerial positions of increasing responsibility in their domestic and international exploration and production organizations.  Mr. Hinchman received a bachelor's degree in petroleum engineering from Pennsylvania State University in 1980, and a master's degree in the same field of study from the Colorado School of Mines in 1987.  Mr. Hinchman is a member of the board of directors of the American Petroleum Institute, a member, a Visiting Committee Member of the Petroleum Engineering Department of the Colorado School of Mines, a member of the board of directors of the Sam Houston Council of the Boy Scouts of America, and a member of the Industrial and Professional Advisory Council of the Department of Energy and Geo-Environmental Engineering at Pennsylvania State University.  In 2005, he received the distinguished Penn State Alumni Fellow Award.

Pursuant to the terms of his employment, Mr. Hinchman will receive an annual salary of $430,000 and is eligible for a targeted annual cash incentive award equal to 90% of his base salary.  As an inducement to employment, Mr. Hinchman was awarded 500,000 options to purchase the Company’s common stock with an exercise price of $2.755 per share.  These options will vest in three equal increments when Callon’s common stock trades above $5.00, $10.00, and $15.00 for twenty (20) consecutive trading days, respectively.  Mr. Hinchman was awarded 100,000 time-based restricted shares of common stock which will vest on the fourth anniversary of the award date, assuming continued employment.  Mr. Hinchman was also awarded 100,000 performance-based restricted shares of common stock which will vest between 0% and 150% based on certain performance metrics when compared to company identified peer companies.  The performance measurement period begins June 1, 2009 and ends June 1, 2012.

In addition to the items mentioned above, Mr. Hinchman will receive other employee benefits afforded executive officers of the Company such as paid vacation, medical and dental insurance, participation in the company’s 401-K plan and cafeteria plan, a company furnished automobile, club membership, and reimbursement for dues and expenses for professional affiliations.

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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 June 1, 2009 providing information regarding Callon Petroleum Company’s appointment of a new Executive Vice President and Chief Operating Officer.

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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
June 1, 2009	By:	/s/ B. F. Weatherly
		B. F. Weatherly
		Executive Vice President and
		Chief Financial Officer

3

Exhibit Index

Exhibit Number	Title of Document
99.1	Press release dated June 1, 2009 providing information regarding Callon Petroleum Company’s appointment of a new Executive Vice President and Chief Operating Officer.

4

EX-99.1

EXHIBIT 99.1

For further information contact

Fred Callon 1-800-451-1294

FOR IMMEDIATE RELEASE

Callon Petroleum Company Confirms Steven B. Hinchman

As Executive Vice President, COO

Natchez, MS (June 1, 2009) — Callon Petroleum Company (NYSE: CPE) announced today that Steven B. Hinchman has been  confirmed  as Executive Vice President and Chief Operating Officer, and begins his service with the company today.  His upcoming appointment had been announced in a previous news release on April 30, 2009.

Prior to joining the company, Hinchman, age 50, was Executive Vice President of Technology and Services for Marathon Oil Corporation, a position he held since April 2008, and served as a member of Marathon's Executive Committee, a position he held since October 2000.  He originally joined Marathon in 1980 as a field engineer and subsequently held a number of technical, staff and managerial positions of increasing responsibility in their domestic and international exploration and production organizations.  Hinchman received a bachelor's degree in petroleum engineering from Pennsylvania State University in 1980, and a master's degree in the same field of study from the Colorado School of Mines in 1987.  He is a member of the board of directors of the American Petroleum Institute, a Visiting Committee Member of the Petroleum Engineering Department of the Colorado School of Mines, a member of the board of directors of the Sam Houston Council of the Boy Scouts of America, and a member of the Industrial and Professional Advisory Council of the Department of Energy and Geo-Environmental Engineering at Pennsylvania State University.  In 2005, he received the distinguished Penn State Alumni Fellow Award.

In addition to his annual salary and potential annual cash bonus incentive, as inducement for employment, the company granted awards to Hinchman of 500,000 stock options for the purchase of company common stock at a price of $2.755 per share and vesting over three equal increments based upon the future trading price of the company’s common stock; 100,000 shares of time-based restricted common stock with cliff vesting on June 1, 2013; and 100,000 shares of restricted common stock which may vest between 0% and 150% depending on the company’s performance as compared to peer companies.

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.

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.