Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
CALLON FRED L
   2. Issuer Name and Ticker or Trading Symbol
CALLON PETROLEUM CO [CPE] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman, President, CEO
(Last)
(First)
(Middle)
200 NORTH CANAL STREET		 3. Date of Earliest Transaction (Month/Day/Year)
12/07/2005
(Street)

NATCHEZ, MS 391203212		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/07/2005 12/07/2005 M V 37,500 (1) A $ 12 293,820 D  
Common Stock 12/07/2005 12/07/2005 F V 29,885 D $ 19.33 263,935 D  
Common Stock 12/08/2005 12/08/2005 S V 7,615 D $ 19.37 256,320 D  
Common Stock               11,230 (2) I By 401(k)
Common Stock               92,170 I By Custodian For Child
Common Stock               24,904 I By Spouse

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 12 12/07/2005 12/07/2005 M V   37,500 (1) 02/23/1997 08/23/2006 Common Stock 37,500 $ 12 37,500 D  
2004 Performance Shares $ 13.71             05/05/2005(3) 07/14/2014 Common Stock 34,400   34,400 D  
Stock Option (Right to Buy) $ 9.47             02/20/1999 08/20/2008 Common Stock 60,000   60,000 D  
Stock Option (Right to Buy) $ 10.5             09/23/2000 03/23/2010 Common Stock 110,000   110,000 D  
Stock Option (Right to Buy) $ 4.5             01/13/2003 07/12/2012 Common Stock 18,750   18,750 D  
Stock Option (Right to Buy) $ 3.7             02/24/2003 08/23/2012 Common Stock 12,625   12,625 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
CALLON FRED L
200 NORTH CANAL STREET
NATCHEZ, MS 391203212		   X     Chairman, President, CEO  

Signatures

 By: Robert A. Mayfield as Attorney-in-fact for   12/08/2005
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Represents a partial exercise of options scheduled to expire on August 23, 2006.
(2) The number of shares reported is calculated by dividing the total market value of the reporting person's account balance within the Callon Petroleum Company Employee Savings and Protection Plan (401(k) Plan) on the day prior to this Form 4 reporting date by the closing market price per share on that day.
(3) Performance Stock awarded July 14, 2004. These shares vest in five equal annual installments beginning on July 14, 2005.

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