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

March 8, 2010

(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):

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 the press release attached as 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, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

On March 8, 2010, Callon Petroleum Company issued the press release attached as Exhibit 99.1 providing information regarding the company’s operating results for the fourth quarter and the year ended December 31, 2009.

As disclosed in a press release dated March 2, 2010, attached as Exhibit 99.2, Callon Petroleum Company announced that its conference call reporting fourth quarter and full-year 2009 results would be held on Tuesday, March 9, 2010 beginning at 10:00 a.m. Central Standard Time.

Section 7 — Regulation FD

Item 7.01.  Regulation FD Disclosure

The following information, including the press release attached as 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 of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

On March 8, 2010, Callon Petroleum Company issued the press release attached as Exhibit 99.3 announcing guidance for the first quarter and full-year 2010.

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 March 8, 2010 providing information regarding Callon Petroleum Company’s operating results the fourth quarter and the year ended December 31, 2009.
99.2	Press release dated March 2, 2010 announcing that its conference call reporting fourth quarter and full-year 2009 results would be held on Tuesday, March 9, 2010 beginning at 10:00 a.m. Central Standard Time.
99.3	Press release dated March 8, 2010 announcing guidance for the first quarter and full-year 2010.

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
March 9, 2010	By:	s/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 March 8, 2010 providing information regarding Callon Petroleum Company’s operating results for the fourth quarter and the year ended December 31, 2009.
99.2	Press release dated March 2, 2010 announcing the date of its quarterly conference call discussing fourth quarter and full-year results of operations.
99.3	Press release dated March 8, 2010 announcing guidance for the first quarter and full-year 2010.

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

For Fourth Quarter, Full Year 2009

Natchez, MS (March 8, 2010)—Callon Petroleum Company (NYSE: CPE) today reported results of operations for both the three and 12-month periods ended December 31, 2009.

The company reported fourth quarter net income of $53.9 million, or $2.27 per share, compared to a net loss of $457.5 million or $21.19 per share for the 2008 fourth quarter. For the year ended December 31, 2009, Callon’s net income was $54.4 million or $2.45 per share.

Highlights for 2009 include:

· Restructured Senior Notes due December 2010 and reduced the principal from $200.0 million to $154.0 million, extended debt maturities of $138.0 million until September 2016.

· Filed for recoupment of deepwater royalty payments and associated interest relating to the deepwater Medusa Field.  Received $44.8 million in January 2010 representing the royalty recoupment.

· Initiated a new business strategy to reinvest strong offshore cash flow into lower-risk, longer-life onshore plays.

· Acquired conventional oil assets in the Permian Basin, providing a multi-year inventory of drilling locations in the promising onshore Wolfberry oil play.

· Established an initial position in the Haynesville Shale gas play of northern Louisiana.

“We exited the year 2009 with a new strategy and two new onshore assets in the Permian Basin in Texas and the Haynesville Shale play of northern Louisiana,” Fred Callon, Chairman and CEO explains.  “Our focus in 2010 will be on growing through the drill bit and making selective acquisitions in our core areas to further expand our inventory of drilling opportunities and strengthening our visible, long-term growth potential. Our strategy is supported by the strong cash flow from our deepwater Gulf of Mexico fields into our onshore conventional oil and shale gas projects.”

Fourth Quarter and Full Year 2009 Net Income.  For the year ended December 31, 2009, the company reported net income of $54.4 million, or $2.45 per share.  Earnings include accruals for recoupment of royalties and interest from the U.S. Minerals Management Service (MMS) of $51.5 million, or $2.32 per share.  The 2009 results compare to a 2008 net loss of $438.9 million, or $20.68 per share, which resulted primarily from a non-cash charge of $485.5 million due to the impairment of the company’s oil and gas properties under full-cost accounting rules. In 2008, the book value of the company’s oil and gas properties exceeded the full-cost ceiling due primarily to lower oil and natural gas prices at year-end 2008 and the announced suspension of o perations at the deepwater Entrada Field during the fourth quarter of 2008.  For the quarter ended December 31, 2009, the company reported net income of $53.9 million, or $2.27 per share, compared to a net loss of $457.5 million, or $21.19 per share for the fourth quarter of 2008.

Fourth Quarter and Full Year 2009 Operating Results.  Operating results for the three months ended December 31, 2009 include oil and gas sales of $30.1 million from average production of 35.4 million cubic feet of natural gas equivalent per day (MMcfe/d).  This compares with oil and gas sales of $15.5 million from average production of 20.7 MMcfe/d during the comparable 2008 period.

The average price received per thousand cubic feet of natural gas (Mcf) in the fourth quarter of 2009, after the impact of hedging, decreased to $5.01, compared to $7.12 during the fourth quarter of 2008.  The average price received per barrel of oil (Bbl) in the fourth quarter of 2009, after the impact of hedging, increased to $77.94, compared to $55.23 during the same period in 2008.  Oil and natural gas sales for full year 2009 totaled $101.3 million, excluding the MMS royalty recoupment of $40.9 million related to 2003 through 2008 production, from average production of 32.4 MMcfe/d.  This corresponds to oil and natural gas sales of $141.3 million from average production of 31.4 MMcfe/d during 2008.  The average price received per Mcf for full yea r 2009, after the impact of hedging, decreased to $4.78, compared to $9.99 during the full year of 2008. The average price received per Bbl during full year 2009, after the impact of hedging, decreased to $73.00, compared to $88.07 during the same period in 2008.

Fourth Quarter and Full Year 2009 Discretionary Cash Flow. Discretionary cash flow for the three-month period ended December 31, 2009 totaled $64.3 million compared to $3.8 million during the comparable prior year period.  Net cash flow provided by operating activities, as defined by U.S. GAAP, was $9.4 million in the fourth quarter 2009, while net cash flow used in operating activities was $31.5 million in the fourth quarter of 2008. Discretionary cash flow for full year 2009 totaled $99.7 million, compared to $84.9 million in 2008.  Net cash flow provided by operating activities, as defined by U.S. GAAP, totaled $26.4 million and $93.2 million for the years ended December 31, 2009 and 2008, respectively. (See  220;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.)

Liquidity. At December 31, 2009 the company’s cash balance was $3.6 million.  The company received $44.8 million in January 2010 from the MMS for the recoupment of royalties relating the Medusa Field.  The company concluded a notes exchange offering on December 31, 2009 and exchanged 92% of the $200 million of senior secured notes due December 2010.  At year-end the company had $164 million of principal outstanding, excluding the Callon Entrada non-recourse credit agreement in the amount of $84.8 million.  In January 2010, the company announced a new $100 million credit facility with Regions Bank.  The initial borrowing base of the new facility is $20 million which will be reviewed semi-annually.  As of March 8, 2010, is nothing drawn on the facility.

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.

Reconciliation of Non-GAAP Financial Measure:	Three Months Ended						12 Months Ended
(In thousands)	December 31,						December 31,
	2009			2008			2009			2008
Discretionary cash flow	$	64,316		$	3,774		$	99,732		$	84,935
Net working capital changes and other changes		( 54,958	)		( 35,317	)		( 73,377	)		8,297
Net cash flow provided by (used in) operating activities	$	9,358		$	( 31,543	)	$	26,355		$	93,232

Production and Price Information:	Three Months						12 Months
	Ended						Ended
	December 31,						December 31,
	2009			2008			2009			2008
Production:
Oil (MBbls)		288			162			1,012			942
Gas (MMcf)		1,524			926			5,740			5,839
Gas equivalent (MMcfe)		3,254			1,901			11,809			11,494
Average daily (MMcfe)		35.4			20.7			32.4			31.4
Average prices:
Oil ($/Bbl) (a)	$	77.94		$	55.23		$	73.00		$	88.07
Gas ($/Mcf)	$	5.01		$	7.12		$	4.78		$	9.99
Gas equivalent ($/Mcfe)	$	9.25		$	8.17		$	8.57		$	12.29
Additional per Mcfe data:
Sales price	$	9.25		$	8.17		$	8.57		$	12.29
Lease operating expenses		1.47			2.87			1.56			1.67
Operating margin	$	7.78		$	5.30		$	7.01		$	10.62
Depletion	$	2.68		$	11.73		$	2.83		$	5.57
General and administrative (net of management fees)	$	0.97		$	1.33		$	1.13		$	0.83
(a) Below is a reconciliation of the average NYMEX price to the average realized sales price per barrel of oil:
Average NYMEX oil price	$	76.19		$	58.76		$	61.80		$	99.67
Basis differentials and quality adjustments		(7.54	)		(15.66	)		(4.64	)		( 1.15	)
Transportation		(1.27	)		( 1.32	)		(1.32	)		( 1.15	)
Hedging		10.56			13.45			17.16			( 9.30	)
Averaged realized oil price	$	77.94		$	55.23		$	73.00		$	88.07

Callon Petroleum Company

Consolidated Balance Sheets

(In thousands, except share data)

	December 31,
	2009			2008
ASSETS
Current assets:
Cash and cash equivalents	$	3,635		$	17,126
Accounts receivable		20,798			44,290
Accounts receivable-MMS royalty recoupment		51,534			--
Fair market value of derivatives		145			21,780
Other current assets		1,572			1,103
Total current assets		77,684			84,299
Oil and gas properties, full-cost accounting method:
Evaluated properties		1,593,884			1,581,698
Less accumulated depreciation, depletion and amortization		(1,488,718	)		(1,455,275	)
		105,166			126,423
Unevaluated properties excluded from amortization		25,442			32,829
Total oil and gas properties		130,608			159,252
Other property and equipment, net		2,508			2,536
Restricted investments		4,065			4,759
Investment in Medusa Spar LLC		11,537			12,577
Other assets, net		1,589			2,667
Total assets	$	227,991		$	266,090
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued liabilities	$	12,887		$	76,516
Asset retirement obligations		4,002			9,151
9.75% Senior Notes		15,820			--
		32,709			85,667
Callon Entrada (non-recourse) credit facility		84,847			--
Total current liabilities		117,556			85,667
Senior Notes
Principal outstanding		137,961			200,000
Deferred credit		31,213			--
Discount		--			(5,580	)
Total Senior Notes		169,174			194,420
Senior secured revolving credit facility		10,000			--
Callon Entrada (non-recourse) credit facility		--			81,154
Total long-term debt		179,174			275,574
Asset retirement obligations		10,648			33,043
Other long-term liabilities		1,467			1,610
Total liabilities		308,845			395,894
Stockholders' equity (deficit):
Preferred Stock, $.01 par value; 2,500,000 shares authorized;		--			--
Common Stock, $.01 par value; 60,000,000 shares authorized; 28,742,926 shares and 21,621,142 shares issued outstanding at December 31, 2009 and 2008, respectively		287			216
Capital in excess of par value		243,898			227,803
Other comprehensive income (loss)		(7,478	)		14,157
Retained (deficit) earnings		(317,561	)		(371,980	)
Total stockholders' equity (deficit)		(80,854	)		(129,804	)
Total liabilities and stockholders' equity (deficit)	$	227,991		$	266,090

Callon Petroleum Company

Consolidated Statements of Operations

(In thousands, except per share amounts)

	Quarter Ended December 31,						Year Ended December 31,
	2009			2008			2009			2008
Operating revenues:
Oil sales	$	22,468		$	8,947		$	73,842		$	82,963
Gas sales		7,631			6,593			27,417			58,349
MMS royalty recoupment		40,886			--			40,886			--
Total operating revenues		70,985			15,540			142,145			141,312
Operating expenses:
Lease operating expenses		4,790			5,459			18,447			19,208
Depreciation, depletion and amortization		8,717			22,294			33,443			64,054
General and administrative		3,145			2,519			13,355			9,565
Accretion expense		618			1,096			3,149			4,172
Acquisition expenses		298			--			298			--
Derivative expense		--			(888	)		--			498
Impairment of oil and gas properties		--			485,498			--			485,498
Total operating expenses		17,568			515,978			68,692			582,995
Income (loss) from operations		53,417			(500,438	)		73,453			(441,683	)
Other (income) expenses:
Interest expense		4,534			5,460			19,089			23,986
Callon Entrada (non-recourse) interest expense		1,699			1,536			7,072			2,719
Loss on early extinguishment of debt		--			--			--			11,871
9.75% Senior Notes restructuring expenses		1,024			--			1,024			--
Interest on MMS royalty recoupment		(7,681	)		--			(7,681	)		--
Other income		114			( 439	)		190			(1,379	)
Total other (income) expenses		(310	)		6,557			19,694			37,197
Income (loss) before income taxes		53,727			(506,995	)		53,759			(478,880	)
Income tax (benefit) expense		--			( 49,456	)		--			(39,725	)
Income (loss) before equity in earnings of Medusa Spar LLC		53,727			(457,539	)		53,759			(439,155	)
Equity in earnings of  Medusa Spar LLC, net of tax		168			5			660			262
Net income (loss)	$	53,895		$	(457,534	)	$	54,419		$	(438,893	)
Net income (loss) per common share:
Basic	$	2.31		$	(21.19	)	$	2.47		$	(20.68	)
Diluted	$	2.27		$	(21.19	)	$	2.45		$	(20.68	)
Shares used in computing net income (loss) per share:
Basic		23,331			21,589			22,072			21,222
Diluted		23,740			21,589			22,200			21,222

Callon Petroleum Company

Consolidated Statements of Cash Flows

 (In thousands)

	Years Ended December 31,
	2009			2008			2007
Cash flows from operating activities:
Net income (loss)	$	54,419		$	(438,893	)	$	15,194
Adjustments to reconcile net income (loss) to cash provided by operating activities:
Depreciation, depletion and amortization		34,274			64,862			73,677
Impairment of oil and gas properties		--			485,498			--
Accretion expense		3,149			4,172			3,985
Amortization of deferred financing costs		2,522			4,185			3,009
Non-cash interest expense for Callon Entrada credit agreement		3,693			--			--
Non-cash loss on early extinguishment of debt		--			5,598			--
Equity in earnings of Medusa Spar, LLC		(660	)		(262	)		(507	)
Deferred income tax (benefit) expense		--			(39,725	)		8,506
Non-cash charge related to compensation plans		2,335			1,550			849
Excess tax benefits from share-based payment arrangements		--			(2,050	)		(163	)
Changes in current assets and liabilities:
Accounts receivable		(45,573	)		(22,215	)		6,658
Other current assets		(468	)		5,489			(619	)
Current liabilities		(27,260	)		22,987			(2,057	)
Change in gas balancing receivable		279			630			(938	)
Change in gas balancing payable		(312	)		156			889
Change in other long-term liabilities		(12	)		2,708			(10	)
Change in other assets, net		(31	)		(1,458	)		810
Cash provided by operating activities		26,355			93,232			109,283
Cash flows from investing activities:
Capital expenditures		(35,790	)		(176,536	)		(127,409	)
ExL acquisition		(15,756	)		--			--
Entrada acquisition		--			--			(150,000	)
Proceeds from sale of mineral interests		--			167,349			60,931
Distribution from Medusa Spar, LLC		1,700			498			687
Cash used by investing activities		(49,846	)		(8,689	)		(215,791	)
Cash flows from financing activities:
Increases in debt		20,337			94,435			229,000
Payments on debt		(10,337	)		(216,000	)		(64,000	)
Deferred financing costs		--			--			(6,429	)
Equity issued related to employee stock plans		--			(1,152	)		--
Excess tax benefits from share-based payment arrangements		--			2,050			163
Capital leases		--			--			(872	)
Cash provided by (used in) financing activities		10,000			(120,667	)		157,862
Net  (decrease) increase in cash and cash equivalents		(13,491	)		(36,124	)		51,354
Cash and cash equivalents:
Balance, beginning of period		17,126			53,250			1,896
Balance, end of period	$	3,635		$	17,126		$	53,250

Callon Petroleum Company is engaged in the acquisition, development, exploration and operation of oil and gas properties 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 an d 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 Fourth Quarter, Full Year 2009

Reporting Date and Conference Call

Natchez, MS (March 2, 2010)--Callon Petroleum Company (NYSE: CPE) today announced its fourth quarter and full year 2009 results of operations will be released on Monday afternoon, March 8, 2010.  A conference call discussing the results and current activity is scheduled for 10 a.m. Central Standard Time Tuesday, March 9, 2010.

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 March 9 until noon March 10 Central Standard Time, and may be accessed by dialing1-800-633-8284 and entering Reservation Number 21462317.

Callon Petroleum Company is engaged in the acquisition, development, exploration and operation of oil and gas properties 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, drill ing 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 First Quarter, Full Year 2010

Natchez, MS (March 8, 2010)—Callon Petroleum Company (NYSE: CPE) is issuing guidance for the first quarter and full year 2010.   The guidance, found in the table below, is expressed in ranges for the detailed components.

First Quarter and Full Year 2010
Guidance Estimates
(In thousands, except per production unit amounts)
	Guidance for 1st Quarter 2010	Guidance for Full Year 2010
Estimated production volumes:
Natural gas (Bcf)	1.1 -- 1.2	5.3 – 5.9
Crude oil (Mbo)	215 -- 235	780 – 880
MMcfe/d	27 -- 29	27 – 31
Lease operating expenses:
Cash	$  4,000 -- $ 5,000	$18,000 -- $22,000
Non-cash	--	--
Total	$  4,000 -- $ 5,500	$18,000 -- $22,000
General and administrative expenses:
Cash	$  2,200 -- $ 2,400	$  9,000  -- $10,000
Non-cash	800 --    1,000	3,000  --     4,000
Total	$  3,000 -- $ 3,400	$12,000  -- $14,000
Interest expense:
Cash	$  3,800 -- $ 4,200	$15,400  -- $17,500
Non-cash	(600) --     (700)	(2,400) --   (3,500)
Total	$  3,200 -- $ 3,500	$13,000  -- $14,000
Medusa Spar LLC, net of tax	$     100 -- $    125	$     400  -- $     500
DD & A – Oil and gas properties	$ 7,000  -- $ 8,000	$28,000  -- $32,000
Accretion expense	$     800 -- $ 1,000	$  3,200  -- $  4,000
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 natural gas and crude oil for 2010.

		3/31/10		6/30/10		9/30/10		12/31/10
Natural Gas
Collars	Volume (MMcf)		225		225		225		225
	Ceiling	$	8.30	$	8.30	$	8.30	$	8.30
	Floor	$	5.00	$	5.00	$	5.00	$	5.00
Crude Oil
Collars	Volume (Mbo)		10		30		30		30
	Ceiling	$	90.00	$	90.00	$	90.00	$	90.00
	Floor	$	70.00	$	70.00	$	70.00	$	70.00
Crude Oil
Collars	Volume (Mbo)				30		30		30
	Ceiling			$	93.00	$	93.00	$	93.00
	Floor			$	70.00	$	70.00	$	70.00

Callon Petroleum Company is engaged in the acquisition, development, exploration and operation of oil and gas properties 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 materi ally 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.