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

December 28, 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 5.03  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 28, 2009, Callon Petroleum Company (the “Company”) filed a Certificate of Correction (the “Certificate of Correction”) to the Company’s Certificate of Designations, Preferences and Rights of Convertible Preferred Stock that was originally filed on November 24, 2009 with the Secretary of State of Delaware.  A copy of the Certificate of Correction, as filed with the Secretary of State of Delaware, is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01  Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit Number	Title of Document
3.1	Certificate of Correction, dated December 28, 2009, to the Company’s Certificate of Designations, Preferences and Rights of Convertible Preferred Stock.

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
January 4, 2010	By:	/s/ B.F. Weatherly
		B.F. Weatherly
		Executive Vice President and
		Chief Financial Officer

Exhibit Index

Exhibit Number	Title of Document
3.1	Certificate of Correction, dated December 28, 2009, to the Company’s Certificate of Designations, Preferences and Rights of Convertible Preferred Stock.

EX-3.1

Exhibit 3.1

CERTIFICATE OF CORRECTION

CALLON PETROLEUM COMPANY

Callon Petroleum Company, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY:

1.           The name of the Corporation  is Callon Petroleum Company.

2.           That the Corporation filed a Certificate of Designations, Preferences and Rights of Convertible Preferred Stock (the “Original Certificate”) with the Secretary of State of Delaware on November 24, 2009, setting forth the resolutions, establishing and designating a series of shares and fixing and determining the designations, preferences, limitations and relative rights thereof, for the Corporation’s Convertible Preferred Stock (the “Convertible Preferred Stock”).

3.           That the Original Certificate contained a certain inaccuracy in Section H(1) that the Corporation desires to correct with this Certificate of Correction pursuant to Section 103 of the General Corporation Law of the State of Delaware.

4.           That, as corrected, Section H(1) of the Original Certificate shall be and read as follows:

1.           Automatic.  Immediately upon the later to occur of (i) effectiveness of an amendment to the Certificate of Incorporation increasing the number of authorized shares of Common Stock to at least 60,000,000 shares (the “Amendment”) and (ii) the receipt of any required approval for listing of the shares of Common Stock to be issued upon conversion of the Convertible Preferred Stock on the New York Stock Exchange (or such other exchange or market as the Common Stock may then be listed or traded) (provided that if no such approval is required for the issuance of Common Stock upon conversion of the Convertible Preferred Stock then the condition in this Section H.1(ii) shall be deemed satisfied), each share of Convertible Preferred Stock shall automatically be converted into a number of fully paid and non-assessable shares of Common Stock (the “Conversion Rate”) equal to the quotient obtained by dividing the Stated Value plus the amount of Accrued Dividends by the Conversion Price.  The initial “Conversion Price” for the Convertible Preferred Stock shall be $6.67, as such price is adjusted in accordance with Sections H.3 through H.6.  All references to the Conversion Price herein shall mean the Conversion Price as so adjusted.  The initial Conversion Rate shall be ten shares of Common Stock for one share of Convertible Preferred Stock.

IN WITNESS WHEREOF, this Statement of Correction has been made under the hand of the undersigned, the Corporate Secretary of the Corporation, this 28th day of December, 2009.

Callon Petroleum Company
By:	/s/ Robert A. Mayfield
	Robert A. Mayfield
	Corporate Secretary