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

November 5, 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 November 5, 2009, Callon Petroleum Company issued the press release attached as Exhibit 99.1 providing information regarding the company’s operating results for the quarter and nine-month period ended September 30, 2009.

As disclosed in a press release dated October 29, 2009 attached as Exhibit 99.2, Callon Petroleum Company announced that its conference call reporting third quarter 2009 results would be held on November 6, 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 November 5, 2009, Callon Petroleum Company issued the press release attached as Exhibit 99.3 announcing guidance for the 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 November 5, 2009 providing information regarding Callon Petroleum Company’s operating results for the quarter and nine-month period ended September 30, 2009.
99.2	Press release dated October 29, 2009 announcing Callon Petroleum Company’s conference call reporting third quarter 2009 results.
99.3	Press release dated November 5, 2009 announcing guidance for the full year of 2009.

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
November 6, 2009	By:	/s/ B. F. Weatherly
		B. F. Weatherly
		Executive Vice President and
		Chief Financial Officer

Exhibit Index

Exhibit Number	Title of Document
99.1	Press release dated November 5, 2009 providing information regarding Callon Petroleum Company’s operating results for the quarter and nine-month period ended September 30, 2009.
99.2	Press release dated October 29, 2009 announcing Callon Petroleum Company’s conference call reporting third quarter 2009 results.
99.3	Press release dated November 5, 2009 announcing guidance for the full year of 2009.

EX-99.1

EXHIBIT 99.1

For further information contact

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

FOR IMMEDIATE RELEASE

Callon Petroleum Company Reports Results of Operations

For Third Quarter, First Nine Months of 2009

Natchez, MS (November 5, 2009)—Callon Petroleum Company (NYSE: CPE) today reported results of operations for both the three and the nine-month periods ended September 30, 2009.

Third Quarter and Nine Months 2009 Net Income.  For the quarter ended September 30, 2009, the company reported a net loss of $1.0 million, or $0.04 per share.  Net income for the comparable period of 2008 was $5.9 million, or $0.27 per share.  For the nine months ended September 30, 2009, Callon reported net income of $0.5 million, or $0.02 per share. This compares with net income of $18.6 million, or $0.85 per share during the same period of 2008.  All per share amounts are on a diluted basis.

 Third Quarter and Nine Months 2009 Operating Results.  Operating results for the three months ended September 30, 2009 include oil and gas sales of $21.3 million from average production of 27.4 million cubic feet of natural gas equivalent per day (MMcfe/d), which was within the company’s published guidance range of 25 MMcfe/d to 28 MMcfe/d. This corresponds to sales of $32.8 million from average production of 25.9 MMcfe/d during the comparable 2008 period.The average price received, after the impact of hedging, per thousand cubic feet of natural gas (Mcf) for the quarter ended September 30, 2009 decreased to $3.64, compared to $10.77 for the quarter ended September 30, 2008. The average price received, after the impact of hedging, per barrel of oil (Bbl) in the third quarter of 2009 decreased to $83.38, compared to $99.40 during the third quarter of 2008. Oil and gas sales for the first nine months of 2009 totaled $71.2 million from average production of 31.3 MMcfe/d.  This corresponds to sales of $125.8 million from average production of 35.0 MMcfe/d during the same period in 2008.  The average price, after the impact of hedging, received per Mcf in the nine-month period of 2009 decreased to $4.69, compared to $10.53 during the first nine months of 2008, while the average price received, after the impact of hedging, per Bbl in the first nine months of 2009 decreased to $71.03, compared to $94.89 during the same period in 2008.

 Third Quarter and Nine Months 2009 Discretionary Cash Flow. Discretionary cash flow for the three-month period ended September 30, 2009 totaled $9.8 million compared to $21.9 million during the comparable prior year period.  As defined by U.S. generally accepted accounting principles (GAAP), net cash flow used in operating activities totaled $14.9 million during the quarter ended September 30, 2009 and net cash flow provided by operating activities totaled $60.9 million during the quarter ended September 30, 2008. Discretionary cash flow for the first nine months of 2009 totaled $35.4 million compared to $81.2 million during the same period in 2008.  Net cash flow provided by operating activities, as defined by GAAP, totaled $17.0 million and $124.8 million during the nine-month periods ended September 30, 2009 and 2008, 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				Nine Months Ended
(In thousands)	September 30,				September 30,
	2009		2008		2009			2008
Discretionary cash flow	$	9,802	$	21,873	$	35,416		$	81,161
Net working capital changes and other changes		5,142		38,993		(18,419	)		43,614
Net cash flow provided by operating activities	$	14,944	$	60,866	$	16,997		$	124,775

Production and Price Information:	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2009			2008			2009			2008
Production:
Oil (MBbls)		197			205			723			780
Gas (MMcf)		1,336			1,153			4,216			4,913
Gas equivalent (MMcfe)		2,520			2,383			8,556			9,593
Average daily (MMcfe)		27.4			25.9			31.3			35.0
Average prices:
Oil ($/Bbl) (a)	$	83.38		$	99.40		$	71.03		$	94.89
Gas ($/Mcf)	$	3.64		$	10.77		$	4.69		$	10.53
Gas equivalent ($/Mcfe)	$	8.46		$	13.76		$	8.32		$	13.11
Additional per Mcfe data:
Sales price	$	8.46		$	13.76		$	8.32		$	13.11
Lease operating expenses		1.97			1.55			1.60		$	1.43
Operating margin	$	6.49		$	12.21		$	6.72		$	11.68
Depletion	$	2.72		$	4.83		$	2.89		$	4.35
General and administrative (net of management fees)	$	1.19		$	0.61		$	1.19		$	0.73
(a)   Below is a reconciliation of the average NYMEX price to the average realized sales price per barrel of oil:
Average NYMEX oil price	$	68.27		$	117.98		$	56.99		$	113.29
Basis differentials and quality adjustments		( 2.60	)		1.32			( 4.40	)		( 3.07	)
Transportation		( 1.32	)		( 1.34	)		( 1.35	)		( 1.30	)
Hedging		19.03			( 18.56	)		19.79			( 14.03	)
Averaged realized oil price	$	83.38		$	99.40		$	71.03		$	94.89

Callon Petroleum Company

Consolidated Balance Sheets

(In thousands, except share data)

	September 30,			December 31,
	2009			2008
ASSETS	(Unaudited)
Current assets:
Cash and cash equivalents	$	1,062		$	17,126
Accounts receivable		17,796			44,290
Fair market value of derivatives		3,630			21,780
Other current assets		2,681			1,103
Total current assets		25,169			84,299
Oil and gas properties, full-cost accounting method:
Evaluated properties		1,576,267			1,581,698
Less accumulated depreciation, depletion and amortization		(1,480,000	)		(1,455,275	)
		96,267			126,423
Unevaluated properties excluded from amortization		29,315			32,829
Total oil and gas properties		125,582			159,252
Other property and equipment, net		2,498			2,536
Restricted investments		4,057			4,759
Investment in Medusa Spar LLC		11,688			12,577
Other assets, net		2,174			2,667
Total assets	$	171,168		$	266,090
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued liabilities	$	15,589		$	76,516
Asset retirement obligations		4,283			9,151
		19,872			85,667
Callon Entrada non-recourse credit facility		84,450			--
Total current liabilities		104,322			85,667
9.75% Senior Notes		196,412			194,420
Callon Entrada non-recourse credit facility		--			78,435
Total long-term debt		196,412			272,855
Asset retirement obligations		12,503			33,043
Callon Entrada non-recourse credit facility interest payable		--			2,719
Other long-term liabilities		1,685			1,610
Total liabilities		314,922			395,894
Stockholders' equity (deficit):
Preferred Stock, $.01 par value, 2,500,000 shares authorized;		--			--
Common Stock, $.01 par value, 30,000,000 shares authorized; 21,805,311 and 21,621,142 shares outstanding at September 30, 2009 and December 31, 2008, respectively		218			216
Capital in excess of par value		231,540			227,803
Other comprehensive income (loss)		(4,056	)		14,157
Retained (deficit) earnings		(371,456	)		(371,980	)
Total stockholders' equity (deficit)		(143,754	)		(129,804	)
Total liabilities and stockholders' equity (deficit)	$	171,168		$	266,090

Callon Petroleum Company

Consolidated Statements of Operations

 (In thousands, except per share amounts)

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2009			2008			2009		2008
Operating revenues:
Oil sales	$	16,451		$	20,366		$	51,374	$	74,016
Gas sales		4,869			12,417			19,786		51,756
Total operating revenues		21,320			32,783			71,160		125,772
Operating expenses:
Lease operating expenses		4,962			3,701			13,657		13,749
Depreciation, depletion and amortization		6,861			11,513			24,726		41,760
General and administrative		3,000			1,451			10,210		7,046
Derivative expense		--			1,386			--		1,386
Accretion expense		698			1,092			2,531		3,076
Total operating expenses		15,521			19,143			51,124		67,017
Income from operations		5,799			13,640			20,036		58,755
Other (income) expenses:
Interest expense		4,919			4,152			14,555		18,526
Callon Entrada non-recourse credit facility interest expense		1,882			862			5,373		1,183
Other (income) expense		110			(89	)		76		(940	)
Loss on early extinguishment of debt		--			--			--		11,871
Total other (income) expenses		6,911			4,925			20,004		30,640
Income (loss) before income taxes		(1,112	)		8,715			32		28,115
Income tax expense		--			2,919			--		9,731
Income (loss) before equity in earnings of Medusa Spar LLC		(1,112	)		5,796			32		18,384
Equity in earnings of Medusa Spar LLC		157			60			492		257
Net income (loss) available to common shares	$	(955	)	$	5,856		$	524	$	18,641
Net income (loss) per common share:
Basic	$	(0.04	)	$	0.27		$	0.02	$	0.88
Diluted	$	(0.04	)	$	0.27		$	0.02	$	0.85
Shares used in computing net income per common share:
Basic		21,705			21,460			21,631		21,078
Diluted		21,705			22,028			21,665		21,893

Callon Petroleum Company

Consolidated Statements of Cash Flows

 (In thousands)

(Unaudited)

	Nine Months Ended
	September 30,			September 30,
	2009			2008
Cash flows from operating activities:
Net income	$	524		$	18,641
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation, depletion and amortization		25,359			42,333
Accretion expense		2,531			3,076
Amortization of deferred financing costs		2,251			2,308
Callon Entrada non-recourse credit facility interest expense		3,296			--
Non-cash loss on early extinguishment of debt		--			5,598
Equity in earnings of Medusa Spar LLC		(492	)		(257	)
Non-cash derivative expense		--			690
Deferred income tax expense		--			9,731
Non-cash charge related to compensation plans		1,947			1,026
Excess tax benefits from share-based payment arrangements		--			(1,985	)
Changes in current assets and liabilities:
Accounts receivable		8,355			13,094
Other current assets		(841	)		3,094
Current liabilities		(25,709	)		26,039
Change in gas balancing receivable		454			806
Change in gas balancing payable		(201	)		356
Change in other long-term liabilities		54			1,174
Change in other assets, net		(531	)		(949	)
Cash provided by operating activities		16,997			124,775
Cash flows from investing activities:
Capital expenditures		(34,442	)		(123,626	)
Proceeds from sale of mineral interests		--			167,493
Distribution from Medusa Spar LLC		1,381			389
Cash (used in) provided by investing activities		(33,061	)		44,256
Cash flows from financing activities:
Proceeds from senior secured credit facility		9,337			94,435
Payments on senior secured credit facility		(9,337	)		(216,000	)
Equity issued related to stock incentive plans		--			(1,152	)
Excess tax benefits from share-based payment arrangements		--			1,985
Cash used in financing activities		--			(120,732	)
Net change in cash and cash equivalents		(16,064	)		48,299
Cash and cash equivalents:
Balance, beginning of period		17,126			53,250
Balance, end of period	$	1,062		$	101,549

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, Texas and 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 Third Quarter 2009

Reporting Date and Conference Call

Natchez, MS (October 29, 2009)--Callon Petroleum Company (NYSE: CPE) today announced its third quarter 2009 results of operations will be released on Thursday afternoon, November 5, 2009.  A conference call discussing the results and current activity is scheduled for 10 a.m. Central Standard Time Friday, November 6, 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 November 6 until noon November 7 Central Standard Time, and may be accessed by dialing1-800-633-8284 and entering Reservation Number 21441973.

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, Texas 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.

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 Full Year 2009

Natchez, MS (November 5, 2009)—Callon Petroleum Company (NYSE: CPE) is issuing guidance for the full year 2009, which includes confirmation of previously issued production guidance for the 12-month period.   The guidance, found in the table below, is expressed in ranges for the detailed components.

Full Year 2009

Guidance Estimates

(In thousands, except per production unit amounts)

	Guidance for Full Year 2009
Estimated production volumes:
Natural gas (Bcf)		5.3 – 5.8
Crude oil (Mbo)		900 – 950
MMcfe/d		29 – 32
Lease operating expenses:
Cash		$18,000 -- $20,000
Non-cash		--
Total		$18,000 -- $20,000
General and administrative expenses:
Cash		$7,300 -- $ 7,700
Non-cash		3,000 -- 3,500
Total		$10,300 -- $11,200
Staffing reductions and retirement		$2,165
Interest expense:
Cash		$16,000 -- $17,400
Non-recourse		7,000 -- 7,400
Non-cash		3,000 -- 3,200
Total		$26,000 -- $28,000
Medusa Spar LLC, net of tax		$600 -- $ 700
DD & A – Oil and gas properties		$30,000 -- $33,000
Accretion expense		$3,000 -- $ 4,000
Income tax rate		0%
Cash income tax rate		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 shown in volumes.

		12/31/09
Crude Oil
Collars	Volume (Mbo)		45
	Ceiling	$	171.50
	Floor	$	110.00
Collars	Volume (Mbo)		45
	Ceiling	$	180.00
	Floor	$	110.00
Natural Gas
Collars	Volume (MMcf)		300
	Ceiling	$	6.30
	Floor	$	4.50

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, Texas and 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;

· our ability to restructure our indebtedness, including the results of our exchange offer; 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.

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