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 *
WEATHERLY B F
   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)
Executive Vice President/ CFO
(Last)
(First)
(Middle)
200 NORTH CANAL STREET		 3. Date of Earliest Transaction (Month/Day/Year)
05/18/2011
(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 05/18/2011 05/18/2011 F V 4,407 (1) D $ 6.7 10,282 D  
Common Stock 05/18/2011 05/18/2011 G V 10,282 (2) D $ 6.7 0 D  
Common Stock 05/18/2011 05/18/2011 G V 10,282 (2) A $ 6.7 10,282 D  
Common Stock               32,982 I 401(k) Account (3)
Common Stock               2,288 I IRA Account
Common Stock               66,526 I Jt. Ten. with Spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
2009 Restricted Stock Units - Cash (4) $ 1.63               (4)   (4) Common Stock 7,875   7,875 D  
2009 Restricted Stock Units - Stock (5) $ 1.63               (5)   (5) Common Stock 44,625   44,625 D  
2010 Phantom Shares (6) $ 4.95             11/08/2010 12/31/2012 Common Stock 50,000   50,000 D  
2010 Restricted Stock Units - Cash (7) $ 4.95             11/08/2010 05/07/2013 Common Stock 15,000   15,000 D  
2010 Restricted Stock Units - Stock (8) $ 4.95             11/08/2010 05/07/2013 Common Stock 85,000   85,000 D  
2011 Phantom Shares (9) $ 7.01             05/12/2012 12/31/2013 Common Stock 37,500   37,500 D  
2011 Restricted Stock Units - Cash (10) $ 7.01             05/12/2012 05/12/2014 Common Stock 11,250   11,250 D  
2011 Restricted Stock Units - Stock (11) $ 7.01             05/12/2012 05/12/2014 Common Stock 63,750   63,750 D  
Stock Option (Right to Buy) $ 6.05             11/09/2002 05/08/2012 Common Stock 5,000   5,000 D  
Stock Options (Right to Buy) $ 5.12             11/03/2003 05/02/2013 Common Stock 5,000   5,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
WEATHERLY B F
200 NORTH CANAL STREET
NATCHEZ, MS 391203212		   X     Executive Vice President/ CFO  

Signatures

 By: Robert A. Mayfield as Attorney-in-fact for   05/19/2011
**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 disposition of shares previously reported and subject to certain vesting provisions. Issuer withheld shares to satisfy federal and state withholding tax liability associated with fair market value of securities vested.
(2) Transfer of shares owned directly to joint tenant with spouse.
(3) 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.
(4) Restricted Stock Units will vest 100% on the third anniversary date following the grant date. Payment will be made in cash based on the average of the opening and closing market price of the underlying common stock of the issuer on the date of vesting.
(5) Restricted Stock Units will vest 100% on the third anniversary date following the grant date. Payment will be made in shares of common stock of the issuer based on the average of the opening and closing market price of the underlying common stock on the date of vesting.
(6) This Phantom Share award is subject to vesting on December 31, 2012 and is payable in cash rather than stock. In addition, the award is subject to a variable percentage payout based on a performance criteria related to the Total Shareholder Return of the Company compared to a group of peer companies. Therefore this award can range from 0% to as much as 150% of its original value at the vesting date.
(7) Restricted Stock Units will vest on the third anniversary date following the grant date. Payment will be made in cash based on the average of the opening and closing market price of the underlying common stock of the issuer on the date of vesting.
(8) Restricted Stock Units will vest on the third anniversary date following the grant date. Payment will be made in shares of common stock of the issuer based on the average of the opening and closing market price of the underlying common stock on the date of vesting.
(9) This Phantom Share award is subject to vesting on December 31, 2013 and is payable in cash rather than stock. In addition, the award is subject to a variable percentage payout based on a performance criteria related to the Total Shareholder Return of the Company compared to a group of peer companies. Therefore this award can range from 0% to as much as 150% of its original value at the vesting date.
(10) Restricted Stock Units will vest on the third anniversary date following the grant date. Payment will be made in cash based on the average of the opening and closing market price of the underlying common stock on the date of vesting.
(11) Restricted Stock Units will vest on the third anniversary date following the grant date. Payment will be made in shares of common stock of the issuer based on the average of the opening and closing market price of the underlying common stock on the date of vesting.

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