UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007

CALLON PETROLEUM COMPANY

(Exact name of Registrant as specified in its charter)

Delaware		64-0844345
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)
200 North Canal Street
Natchez, Mississippi 39120		(601) 442-1601
(Address of Principal Executive		(Registrant’s telephone number
Offices)(Zip Code)		including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Name of exchange on which registered
Common Stock, Par Value $.01 Per Share		New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes o  No þ.

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.      Yes o   No þ.

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes þ   No o.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer þ		Non-accelerated filer   o (Do not check if a smaller reporting company)		Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).  Yes o      No þ.

The aggregate market value of the voting and non-voting common equity held by nonaffiliates of the registrant was approximately $283 million as of June 30, 2007 (based on the last reported sale price of such stock on the New York Stock Exchange on such date of $19.34).

As of March 10, 2008, there were 20,896,094 shares of the Registrant’s Common Stock, par value $.01 per share, outstanding.

Document incorporated by reference: Portions of the definitive Proxy Statement of Callon Petroleum Company (to be filed no later than 120 days after December 31, 2007) relating to the Annual Meeting of Stockholders to be held on May 1, 2008, which are incorporated into Part III of this Form 10-K.

 

 

PART I.

ITEM 1 and 2. BUSINESS and PROPERTIES

Overview

Callon Petroleum Company has been engaged in the exploration, development, acquisition and production of oil and gas properties since 1950. Our properties are geographically concentrated primarily offshore in the Gulf of Mexico and onshore in Louisiana. We were incorporated under the laws of the state of Delaware in 1994 and succeeded to the business of a publicly traded limited partnership, a joint venture with a consortium of European investors and an independent energy company owned by a member of current management. As used herein, the “Company,” “Callon,” “we,” “us,” and “our” refer to Callon Petroleum Company and its predecessors and subsidiaries unless the context requires otherwise.

In 1989, we began increasing our reserves through the acquisition of producing properties that were geologically complex, had (or were analogous to fields with) an established production history from stacked pay zones and were candidates for exploitation. We focused on reducing operating costs and implementing production enhancements through the application of technologically advanced production and recompletion techniques.

Over the past 12 years, we have placed emphasis on the acquisition of acreage with exploration and development drilling opportunities in the Gulf of Mexico shelf and deepwater areas. At December 31, 2007, we owned working interests in a total of 104 blocks/leases covering 212,000 net acres. To minimize risk we join with industry partners to explore federal offshore blocks acquired in the Gulf of Mexico. We perform extensive geological and geophysical studies using computer-aided exploration techniques (CAEX), including, where appropriate, the acquisition of 3-D seismic or high-resolution 2-D data to facilitate these efforts. We continue to develop prospects on the shelf through our 3-D seismic partnership using Amplitude versus Offset (“AVO”) technology. We have approximately 20,000 square miles of 3-D seismic data and have invested in pre-stack time migration in order to apply AVO de-risking to our prospects. In 1998, we began exploration in the Gulf of Mexico deepwater area (generally 900 to 5,500 feet of water) and during the fourth quarter of 2003, our first two deepwater projects, the Medusa and Habanero fields, began production. In April, 2007 we acquired from BP Exploration and Production Company (“BP”) their 80% interest in the Entrada field which is located in the deepwater region of the Gulf of Mexico. We now own a 100% interest, operate and have begun development of the field. Expected production from this deepwater discovery is currently projected to be in early 2009. Please see “Significant Properties” for a more detailed discussion.

On February 11, 2008, we entered into an agreement to sell 50% of our working interest in the Entrada Field to CIECO Energy (US) Company (“CIECO”) effective January 1, 2008 for a purchase price of $175 million with a cash payment of $155 million due at closing and the additional $20 million payable after the achievement of certain production milestones. Additional contingent cash payments could be payable based on additional cumulative production milestones. Also, CIECO has agreed to finance our 50% share of the estimated $300 million development costs for the Entrada field. Please see “Note 14 — Entrada Acquisition and Development” for more details.

We ended the year 2007 with estimated net proved reserves of 263.6 billion cubic feet of natural gas equivalent (“Bcfe”). This represents an increase of 81% from 2006 year-end estimated net proved reserves of 145.6 Bcfe.

The major focus of our future operations is expected to continue to be the exploration for and development of oil and gas properties, primarily in the Gulf of Mexico.

Availability of Reports

All of our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to such reports as well as other filings we make pursuant to Section 13(a) and 15(d) of the Securities Exchange Act of 1934 are available free of charge on our Internet website. The address of our Internet website is www.callon.com. Our Securities and Exchange Commission (“SEC”) filings are available on our website as soon as they are posted to the EDGAR database on the SEC’s website.

Business Strategy

Our goal is to increase shareholder value by increasing our reserves, production, cash flow and earnings. We seek to achieve these goals through the following strategies:

	•		focus on Gulf of Mexico exploration with a balance between shelf and deepwater areas, and onshore Louisiana;
	•		aggressively explore our existing prospect inventory;
	•		replenish our prospect inventory with increasing emphasis on prospect generation using AVO technology to reduce the risks associated with our exploratory drilling; and
	•		acquire producing properties with infrastructure in areas of focus that contain upside potential.

Exploration and Development Activities

In 2007, capital expenditures for exploration and development costs related to oil and gas properties totaled approximately $124 million. These expenditures included:

	•		$37 million in the Gulf of Mexico shelf, onshore south Louisiana and Texas state waters areas which included the drilling of six exploratory wells, two of which were unsuccessful and two of which were in progress at the end of 2007. In addition, the $37 million included the cost of one development well and completion costs for our successful wells;
	•		$33 million in our deepwater area, excluding our Entrada discovery, which included one exploratory well, Bob North which was dry, and one development well at our Habanero field;
	•		$16 million on long-lead items and engineering for our Entrada discovery;
	•		$17 million for leasehold and seismic costs;
	•		$3 million for plugging and abandonment costs; and
	•		$7 million for capitalized interest and $11 million for capitalized general and administration costs allocable directly to exploration and development projects.

Acquisitions and Divestitures

In April 2007, we acquired BP’s 80% working interest in the deepwater Gulf of Mexico discovery, Entrada, for a purchase price of $190 million, which included $150 million payable at closing and an additional $40 million payable after the achievement of certain production milestones. To strengthen our balance sheet and provide additional liquidity for the development of our Gulf of Mexico deepwater fields, primarily Entrada, we completed the sale of certain non-core, non-operated royalty and mineral interests for $61.5 million in December 2007.

Subsequent to December 31, 2007, we entered into an agreement to sell 50% of our working interest in the Entrada field to CIECO for a purchase price of $175 million with a cash payment of $155 million at

closing and the additional $20 million payable after the achievement of certain production milestones. Additional contingent cash payments could be payable based on additional cumulative production milestones. Please see “Note 14 — Entrada Acquisition and Development” for more details.

Risk Factors

A decrease in oil and gas prices may adversely affect our results of operations and financial condition. Our success is highly dependent on prices for oil and gas, which are extremely volatile. Any substantial or extended decline in the price of oil or gas would have a material adverse effect on us. Oil and gas markets are both seasonal and cyclical. The prices of oil and gas depend on factors we cannot control such as weather, economic conditions, and levels of production, actions by OPEC and other countries and government actions. Prices of oil and gas will affect the following aspects of our business:

	•		our revenues, cash flows and earnings;
	•		the amount of oil and gas that we are economically able to produce;
	•		our ability to attract capital to finance our operations and the cost of the capital;
	•		the amount we are allowed to borrow under our senior secured credit facility;
	•		the value of our oil and gas properties; and
	•		the profit or loss we incur in exploring for and developing our reserves.

Our reserve information represents estimates that may turn out to be incorrect if the assumptions upon which these estimates are based are inaccurate. Any material inaccuracies in these reserve estimates or underlying assumptions will materially affect the quantities and present value of our reserves. The process of estimating oil and gas reserves is complex. It requires interpretations of available technical data and various assumptions, including assumptions relating to economic factors. Any significant inaccuracies in these interpretations or assumptions could materially affect the estimated quantities and present value of reserves shown in this annual report.

In order to prepare these estimates, we must project production rates and the timing of development expenditures. The assumptions regarding the timing and costs to commence production from our deepwater wells used in preparing our reserves are often subject to revisions over time as described under “Our deepwater operations have special operational risks that may negatively affect the value of those assets.” We must also analyze available geological, geophysical, production and engineering data, the extent, quality and reliability of which can vary. The process also requires us to make economic assumptions, such as oil and gas prices, drilling and operating expenses, capital expenditures, taxes and availability of funds. Therefore, estimates of oil and gas reserves are inherently imprecise.

Actual future production, oil and gas prices, revenues, taxes, development expenditures, operating expenses and quantities of recoverable oil and gas reserves most likely will vary from the estimates. Any significant variance could materially affect the estimated quantities and present value of reserves shown in this report. In addition, estimates of proved reserves may be adjusted to reflect production history, results of exploration and development, prevailing oil and gas prices and other factors, many of which are beyond our control.

Also, under Mineral Management Services (“MMS”) rules governing our deepwater Medusa property and several of our shallow water, deep natural gas properties and prospects, we are eligible for royalty suspensions depending on the difference between the average monthly New York Mercantile Exchange (NYMEX) sales price for oil or gas and price thresholds set by the MMS. As a result, our reserve estimates may increase or decrease depending upon the relation of price thresholds versus the average NYMEX prices.

Our Entrada field is governed by leases from the MMS. These leases granted royalty suspension without provisions for pricing thresholds for crude oil and natural gas which would require us to pay royalties to the MMS if the thresholds were exceeded by the current year average of NYMEX prices. The MMS has notified us that the exclusion of the provisions for the pricing threshold occurred in error in the lease issuance process and was not the MMS’s intention. Congress is considering various bills to address this issue, and if a bill were to pass to amend the leases to provide thresholds for crude oil and natural gas prices, the reserves for Entrada could be subject to royalties. However, the MMS stated in their correspondence to us they will continue to honor the terms of the leases as issued unless notified otherwise. This correspondence applies only to our original 20% working interest in the Entrada Field.

You should not assume that the present value of future net cash flows from our proved reserves referred to in this report is the current market value of our estimated oil and gas reserves. In accordance with SEC requirements, we generally base the estimated discounted future net cash flows from our proved reserves on prices and costs on the date of the estimate. Actual future prices and costs may differ materially from those used in the present value estimate.

The discounted present value of our oil and gas reserves is prepared in accordance with guidelines established by the SEC. A purchaser of reserves would use numerous other factors to value the reserves. The discounted present value of reserves, therefore, does not necessarily represent the fair market value of those reserves.

On December 31, 2007, approximately 80% of the discounted present value of our estimated net proved reserves was proved undeveloped. Proved undeveloped reserves represented 81% of total proved reserves. Most of these proved undeveloped reserves were attributable to our deepwater properties. Development of these properties is subject to additional risks as described above.

Information about reserves constitutes forward-looking information. See “Forward-Looking Statements” for information regarding forward-looking information.

Unless we are able to replace reserves which we have produced, our cash flows and production will decrease over time. Our future success depends upon our ability to find, develop and acquire oil and gas reserves that are economically recoverable. As is generally the case for Gulf properties, our producing properties usually have high initial production rates, followed by a steep decline in production. As a result, we must continually locate and develop or acquire new oil and gas reserves to replace those being depleted by production. We must do this even during periods of low oil and gas prices when it is difficult to raise the capital necessary to finance these activities and during periods of high operating costs when it is expensive to contract for drilling rigs and other equipment and personnel necessary to explore for oil and gas. Without successful exploration or acquisition activities, our reserves, production and revenues will decline rapidly. We cannot assure you that we will be able to find and develop or acquire additional reserves at an acceptable cost.

Also, because of the aggregate short life of our reserves, our return on the investment we make in our oil and gas wells and the value of our oil and gas wells will depend significantly on prices prevailing during relatively short production periods.

A significant part of the value of our production and reserves is concentrated in a small number of offshore properties, and any production problems or inaccuracies in reserve estimates related to those properties would adversely impact our business. During 2007, approximately 63% of our daily production came from five of our properties in the Gulf of Mexico. Moreover, one property accounted for

24% of our production during this period. In addition, at December 31, 2007, most of our proved reserves were located in three fields in the Gulf of Mexico, with approximately 92% of our total net proved reserves attributable to these properties. If mechanical problems, storms or other events curtailed a substantial portion of this production or if the actual reserves associated with any one of these producing properties are less than our estimated reserves, our results of operations and financial condition could be adversely affected.

Our focus on exploration projects increases the risks inherent in our oil and gas activities. Our business strategy focuses on replacing reserves through exploration, where the risks are greater than in acquisitions and development drilling. Although we have been successful in exploration in the past, we cannot assure you that we will continue to increase reserves through exploration or at an acceptable cost. Additionally, we are often uncertain as to the future costs and timing of drilling, completing and producing wells. Our drilling operations may be curtailed, delayed or canceled as a result of a variety of factors, including:

	•		unexpected drilling conditions;
	•		pressure or inequalities in formations;
	•		equipment failures or accidents;
	•		adverse weather conditions;
	•		governmental requirements; and
	•		shortages or delays in the availability of drilling rigs and the delivery of equipment.

We do not operate all of our properties and have limited influence over the operations of some of these properties, particularly two of our deepwater properties. Our lack of control could result in the following:

	•		the operator may initiate exploration or development at a faster or slower pace than we prefer;
	•		the operator may propose to drill more wells or build more facilities on a project than we have funds for or that we deem appropriate, which may mean that we are unable to participate in the project or share in the revenues generated by the project even though we paid our share of exploration costs; and
	•		if an operator refuses to initiate a project, we may be unable to pursue the project.

Any of these events could materially reduce the value of our non-operated properties.

Our deepwater operations have special operational risks that may negatively affect the value of those assets. Drilling operations in the deepwater area are by their nature more difficult and costly than drilling operations in shallow water. Deepwater drilling operations require the application of more advanced drilling technologies involving a higher risk of technological failure and usually have significantly higher drilling costs than shallow water drilling operations. Deepwater wells are completed using sub-sea completion techniques that require substantial time and the use of advanced remote installation equipment. These operations involve a high risk of mechanical difficulties and equipment failures that could result in significant cost overruns.

In deepwater, the time required to commence production following a discovery is much longer than in shallow water and on-shore. Deepwater discoveries require the construction of expensive production facilities and pipelines prior to production. We cannot estimate the costs and timing of the construction of these facilities with certainty, and the accuracy of our estimates will be affected by a number of factors beyond our control, including the following:

	•		decisions made by the operators of our deepwater wells;
	•		the availability of materials necessary to construct the facilities;
	•		the proximity of our discoveries to pipelines;
	•		the price of oil and natural gas; and
	•		regulatory requirements.

Delays and cost overruns in the commencement of production will affect the value of our deepwater prospects and the discounted present value of reserves attributable to those prospects.

Competitive industry conditions may negatively affect our ability to conduct operations. We operate in the highly competitive areas of oil and gas exploration, development and production. We compete for the purchase of leases in the Gulf of Mexico granted by the U. S. government and from other oil and gas companies. These leases include exploration prospects as well as properties with proved reserves. Factors that affect our ability to compete in the marketplace include:

	•		our access to the capital necessary to drill wells and acquire properties;
	•		our ability to acquire and analyze seismic, geological and other information relating to a property;
	•		our ability to retain the personnel necessary to properly evaluate seismic and other information relating to a property;
	•		the location of, and our ability to access, platforms, pipelines and other facilities used to produce and transport oil and gas production;
	•		the standards we establish for the minimum projected return on an investment of our capital; and
	•		the availability of alternate fuel sources.

Our competitors include major integrated oil companies, substantial independent energy companies, and affiliates of major interstate and intrastate pipelines and national and local gas gatherers, many of which possess greater financial, technological and other resources than we do.

Our competitors may use superior technology, which we may be unable to afford or which would require costly investment by us in order to compete. Our industry is subject to rapid and significant advancements in technology, including the introduction of new products and services using new technologies. As our competitors use or develop new technologies, we may be placed at a competitive disadvantage, and competitive pressures may force us to implement new technologies at a substantial cost. In addition, our competitors may have greater financial, technical and personnel resources that allow them to enjoy technological advantages and may in the future allow them to implement new technologies before we can. We cannot be certain that we will be able to implement technologies on a timely basis or at a cost that is acceptable to us. One or more of the technologies that we currently use or that we may implement in the future may become obsolete, and we may be adversely affected. For example, marine seismic acquisition technology has been characterized by rapid technological advancements in recent years, and further significant technological developments could substantially impair our 3-D seismic data’s value.

We may not be able to replace our reserves or generate cash flows if we are unable to raise capital. We will be required to make substantial capital expenditures to develop our existing reserves, and to discover new oil and gas reserves. Historically, we have financed these expenditures primarily with cash from operations, proceeds from bank borrowings and proceeds from the sale of debt and equity securities. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources” for a discussion of our capital budget. We cannot assure you that we

will be able to raise capital in the future. We also make offers to acquire oil and gas properties in the ordinary course of our business. If these offers are accepted, our capital needs may increase substantially.

We expect to continue using our senior secured credit facility to borrow funds to supplement our available cash. The amount we may borrow under our senior secured credit facility may not exceed a borrowing base determined by the lenders under such facility based on their projections of our future production, production costs, taxes, commodity prices and any other factors deemed relevant by our lenders. We cannot control the assumptions the lenders use to calculate our borrowing base. The lenders may, without our consent, adjust the borrowing base semiannually or in situations where we purchase or sell assets or issue debt securities. If our borrowings under the senior secured credit facility exceed the borrowing base, the lenders may require that we repay the excess. If this were to occur, we might have to sell assets or seek financing from other sources. Sales of assets could further reduce the amount of our borrowing base. We cannot assure you that we would be successful in selling assets or arranging substitute financing. If we were not able to repay borrowings under our senior secured credit facility to reduce the outstanding amount to less than the borrowing base, we would be in default under our senior secured credit facility. For a description of our senior secured credit facility and its principal terms and conditions, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations —Liquidity and Capital Resources” and Note 7 to our Consolidated Financial Statements.

Our decision to drill a prospect is subject to a number of factors, and we may decide to alter our drilling schedule or not drill at all. A prospect is a property on which we have identified what our geoscientists believe, based on available seismic and geological information, to be indications of hydrocarbons. Our prospects are in various stages of evaluation, ranging from a prospect which is ready to drill to a prospect which will require substantial additional seismic data processing and interpretation. Whether we ultimately drill a prospect may depend on the following factors:

	•		receipt of additional seismic data or the reprocessing of existing data;
	•		material changes in oil or gas prices;
	•		the costs and availability of drilling rigs;
	•		the success or failure of wells drilled in similar formations or which would use the same production facilities;
	•		availability and cost of capital;
	•		changes in the estimates of the costs to drill or complete wells;
	•		our ability to attract other industry partners to acquire a portion of the working interest to reduce exposure to costs and drilling risks; and
	•		decisions of our joint working interest owners.

We will continue to gather data about our prospects and it is possible that additional information may cause us to alter our drilling schedule or determine that a prospect should not be pursued at all. You should understand that our plans regarding our prospects are subject to change.

Weather, unexpected subsurface conditions, and other unforeseen operating hazards may adversely impact our ability to conduct business. There are many operating hazards in exploring for and producing oil and gas, including:

	•		our drilling operations may encounter unexpected formations or pressures, which could cause damage to equipment or personal injury;
	•		we may experience equipment failures which curtail or stop production;

	•		we could experience blowouts or other damages to the productive formations that may require a well to be re-drilled or other corrective action to be taken; and
	•		because of these or other events, we could experience environmental hazards, including release of oil and gas from spills, gas leaks, and ruptures.

In the event of any of the foregoing, we may be subject to interrupted production or substantial environmental liability due to injury to persons or loss of life, damage to or destruction of property, natural resources and equipment, pollution and other environmental damage, investigation and remediation requirements, and fines and penalties and injunctive relief. Moreover, a substantial portion of our operations are offshore and are subject to a variety of risks peculiar to the marine environment such as capsizing, collisions, hurricanes and other adverse weather conditions, which can result in substantial damage to facilities and interrupt production, as well as more extensive governmental regulation.

We cannot assure you that we will be able to maintain adequate insurance at rates we consider reasonable to cover our possible losses from operating hazards. The occurrence of a significant event not fully insured or indemnified against could materially and adversely affect our financial condition and results of operations.

We may not have production to offset hedges; by hedging, we may not benefit from price increases. Part of our business strategy is to reduce our exposure to the volatility of oil and gas prices by hedging a portion of our production. In a typical hedge transaction, we will have the right to receive from the other parties to the hedge the excess of the fixed price specified in the hedge over a floating price based on a market index, multiplied by the quantity hedged. If the floating price exceeds the fixed price, we are required to pay the other parties this difference multiplied by the quantity hedged. We are required to pay the difference between the floating price and the fixed price when the floating price exceeds the fixed price regardless of whether we have sufficient production to cover the quantities specified in the hedge. Significant reductions in production at times when the floating price exceeds the fixed price could require us to make payments under the hedge agreements even though such payments are not offset by sales of production. Hedging will also prevent us from receiving the full advantage of increases in oil or gas prices above the fixed amount specified in the hedge. We also enter into price “collars” to reduce the risk of changes in oil and gas prices. Under a collar, no payments are due by either party so long as the market price is above a floor set in the collar and below a ceiling. If the price falls below the floor, the counter-party to the collar pays the difference to us and if the price is above the ceiling, we pay the counter-party the difference. Another type of hedging contract we have entered into is a put contract. Under a put, if the price falls below the set floor price, the counter-party to the contract pays the difference to us. See “Quantitative and Qualitative Disclosures About Market Risks” for a discussion of our hedging practices.

Compliance with environmental and other government regulations could be costly and could negatively impact production. Our operations are subject to numerous laws and regulations governing the operation and maintenance of our facilities and the discharge of materials into the environment or otherwise relating to environmental protection. For a discussion of the material regulations applicable to us, see “Regulations”. These laws and regulations may:

	•		require that we acquire permits before commencing drilling;
	•		impose operational and other conditions on our activities;
	•		restrict the substances that can be released into the environment in connection with drilling and production activities;
	•		limit or prohibit drilling activities on protected areas such as wetlands, wilderness areas or coral reefs; and

•

require measures to remediate or mitigate pollution and environmental impacts from current and former operations, such as cleaning up spills or dismantling abandoned production facilities.

Under these laws and regulations, we could be liable for costs of investigation, removal and remediation, damages to and loss of use of natural resources, loss of profits or impairment of earning capacity, property damages, costs of and increased public services, as well as administrative, civil and criminal fines and penalties, and injunctive relief. Under the common law, we could be liable for injuries to people and property. We maintain limited insurance coverage for sudden and accidental environmental damages. We do not believe that insurance coverage for environmental damages that occur over time is available at a reasonable cost. Also, we do not believe that insurance coverage for the full potential liability that could be caused by sudden and accidental environmental damages is available at a reasonable cost. Accordingly, we may be subject to liability or we may be required to cease production from properties in the event of environmental incidents.

Factors beyond our control affect our ability to market production and our financial results. The ability to market oil and gas from our wells depends upon numerous factors beyond our control. These factors include:

	•		the extent of domestic production and imports of oil and gas;
	•		the proximity of the gas production to gas pipelines;
	•		the availability of pipeline capacity;
	•		the demand for oil and gas by utilities and other end users;
	•		the availability of alternative fuel sources;
	•		the effects of inclement weather;
	•		state and federal regulation of oil and gas marketing; and
	•		federal regulation of gas sold or transported in interstate commerce.

Because of these factors, we may be unable to market all of the oil or gas we produce. In addition, we may be unable to obtain favorable prices for the oil and gas we produce.

If oil and gas prices decrease, we may be required to take writedowns of the carrying value of our oil and gas properties. We may be required to writedown the carrying value of our oil and gas properties when oil and gas prices are low or if we have substantial downward adjustments to our estimated net proved reserves, increases in our estimates of development costs or deterioration in our exploration results. Under the full-cost method which we use to account for our oil and gas properties, the net capitalized costs of our oil and gas properties may not exceed the present value, discounted at 10%, of future net cash flows from estimated net proved reserves, using period end oil and gas prices or prices as of the date of our auditor’s report, plus the lower of cost or fair market value of our unproved properties. If net capitalized costs of our oil and gas properties exceed this limit, we must charge the amount of the excess to earnings. This type of charge will not affect our cash flows, but will reduce the book value of our stockholders’ equity. We review the carrying value of our properties quarterly, based on prices in effect as of the end of each quarter or at the time of reporting our results. Once incurred, a writedown of oil and gas properties is not reversible at a later date, even if prices increase.

There are inherent limitations in all control systems, and misstatements due to error or fraud that could seriously harm our business may occur and not be detected. Our management, including our Chief Executive and Financial Officers, do not expect that our internal controls and disclosure controls will prevent all possible error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are

met. In addition, the design of a control system must reflect the fact that there are resource constraints and the benefit of controls must be relative to their costs. Because of the inherent limitations in all control systems, an evaluation of controls can only provide reasonable assurance that all material control issues and instances of fraud, if any, in our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Further, controls can be circumvented by the individual acts of some persons or by collusion of two or more persons. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. A failure of our controls and procedures to detect error or fraud could seriously harm our business and results of operations.

Forward-Looking Statements

In this report, we have made many forward-looking statements. We cannot assure you that the plans, intentions or expectations upon which our forward-looking statements are based will occur. Our forward-looking statements are subject to risks, uncertainties and assumptions, including those discussed elsewhere in this report. Forward-looking statements include statements regarding:

	•		our oil and gas reserve quantities, and the discounted present value of these reserves;
	•		the amount and nature of our capital expenditures;
	•		drilling of wells;
	•		the timing and amount of future production and operating costs;
	•		business strategies and plans of management; and
	•		prospect development and property acquisitions.

Some of the risks, which could affect our future results and could cause results to differ materially from those expressed in our forward-looking statements, include:

	•		general economic conditions;
	•		the volatility of oil and natural gas prices;
	•		the uncertainty of estimates of oil and natural gas reserves;
	•		the impact of competition;
	•		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;
	•		difficulties encountered in delivering oil and natural gas to commercial markets;
	•		changes in customer demand and producers’ supply;
	•		the 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; and
	•		weather conditions; and
	•		climate change.

The information contained in this report, including the information set forth under the heading “Risk Factors,” identifies additional factors that could affect our operating results and performance. We urge you to carefully consider these factors and the other cautionary statements in this report. Our forward-looking

statements speak only as of the date made, and we have no obligation to update these forward-looking statements.

Corporate Offices

Our headquarters are located in Natchez, Mississippi, in approximately 51,500 square feet of owned space. We also maintain a business office in Houston, Texas, and own or lease field offices in the area of the major fields in which we operate properties or have a significant interest. Replacement of any of our leased offices would not result in material expenditures by us as alternative locations to our leased space are anticipated to be readily available.

Employees

We had 85 employees as of December 31, 2007, none of whom are currently represented by a union. We believe that we have good relations with our employees. We employ seven petroleum engineers and eight petroleum geoscientists.

Regulations

General. The oil and gas industry is subject to regulation at the federal, state and local level, and some of the laws, rules and regulations that govern our operations carry substantial penalties for non-compliance. This regulatory burden increases our cost of doing business and, consequently, affects our profitability.

Exploration and Production. Our operations are subject to federal, state and local regulations that include requirements for permits to drill and to conduct other operations and for provision of financial assurances (such as bonds) covering drilling and well operations. Other activities subject to regulation are:

	•		the location of wells,
	•		the method of drilling and completing wells,
	•		the rate of production,
	•		the surface use and restoration of properties upon which wells are drilled,
	•		the plugging and abandoning of wells,
	•		the discharge of contaminants into water and the emission of contaminants into air,
	•		the disposal of fluids used or other wastes obtained in connection with operations,
	•		the marketing, transportation and reporting of production, and
	•		the valuation and payment of royalties.

For instance, our OCS leases in federal waters are administered by MMS, and require compliance with detailed MMS regulations and orders. Lessees must obtain MMS approval for exploration plans and exploitation and production plans prior to the commencement of such operations. The MMS has promulgated regulations requiring offshore production facilities located on the OCS to meet stringent engineering and construction specifications. The MMS also has regulations restricting the flaring or venting of natural gas, and prohibiting the flaring of liquid hydrocarbons and oil without prior authorization. MMS policies concerning the volume of production that a lessee must have to maintain an offshore lease beyond its primary term also are applicable to Callon. Similarly, the MMS has promulgated other regulations governing the plugging and abandonment of wells located offshore and the installation and removal of all production facilities. To cover the various obligations of lessees on the OCS, the MMS generally requires that lessees have substantial net worth or post bonds or other acceptable assurances that

such obligations will be met. The cost of these bonds or other surety can be substantial, and there is no assurance that bonds or other surety can be obtained in all cases. Under some circumstances, the MMS may require any of our operations on federal leases to be suspended or terminated. Any such suspension or termination could materially adversely affect our financial conditions and results of operations.

Our sales of oil and natural gas are affected by the availability, terms and cost of pipeline transportation. The price and terms for access to pipeline transportation remain subject to extensive federal regulation. If these regulations change, we could face higher transmission costs for our production and, possibly, reduced access to transmission capacity.

We do not currently anticipate that compliance with existing laws and regulations governing exploration and production will have a significantly adverse effect upon our capital expenditures, earnings or competitive position.

Various proposals and proceedings that might affect the petroleum industry are pending before Congress, the Federal Energy Regulatory Commission, or FERC, various state legislatures, and the courts. The industry historically has been heavily regulated and we can offer you no assurance that the less stringent regulatory approach recently pursued by the FERC and Congress will continue nor can we predict what effect such proposals or proceedings may have on our operations.

Environmental Regulation. Various federal, state and local laws and regulations concerning the release of contaminants into the environment, including the discharge of contaminants into water and the emission of contaminants into the air, the generation, storage, treatment, transportation and disposal of wastes, and the protection of public health, welfare, and safety, and the environment, including natural resources, affect our exploration, development and production operations, including operations of our processing facilities. We must take into account the cost of complying with environmental regulations in planning, designing, drilling, constructing, operating and abandoning wells. Regulatory requirements relate to, among other things, the handling and disposal of drilling and production waste products, the control of water and air pollution and the removal, investigation, and remediation of petroleum-product contamination. In addition, our operations may require us to obtain permits for, among other things,

	•		air emissions,
	•		discharges into surface waters, and
	•		the construction and operations of underground injection wells or surface pits to dispose of produced saltwater and other nonhazardous oilfield wastes.

In the event of an unauthorized discharge, emission or other activity, we may be liable for, among other things, penalties, costs and damages, and subject to injunctive relief, and we could be required to cleanup or mitigate the environmental impacts of those discharges, emissions or activities. Under state and federal laws, the present and certain past owners and operators [of a site, and persons that treated, disposed of or arranged for the disposal of hazardous substances found at a site, may be liable, without regard to fault or the legality of the original conduct, for the release of hazardous substances into the environment. The Environmental Protection Agency, state environmental agencies and, in some cases third parties are authorized to take actions in response to threats to human health or the environment and to seek to recover from responsible classes of persons the costs of such] actions. We therefore could be required to remove or remediate previously disposed wastes and remediate contamination, including contamination in surface water, soil or groundwater, caused by disposal of that waste, irrespective of whether disposal or release were authorized. We could be responsible for wastes disposed of or released by us or prior owners or operators at properties owned or leased by us or at locations where wastes have been taken for disposal

also irrespective of whether disposal or release were authorized. We could also be required to suspend or cease operations in contaminated areas, or to perform remedial well plugging operations or cleanups to prevent future contamination.

The Environmental Protection Agency and various state agencies have limited the disposal options for hazardous and nonhazardous wastes increasing costs of disposal. Furthermore, certain wastes generated by our oil and natural gas operations that are currently exempt from treatment as hazardous wastes may in the future be designated as hazardous wastes and, therefore, be subject to considerably more rigorous and costly operating and disposal requirements.

Federal and state occupational safety and health laws require us to organize information about hazardous materials used, released or produced in our operations. Certain portions of this information must be provided to employees, state and local governmental authorities and local citizens. We are also subject to the requirements and reporting set forth in federal workplace standards.

Recent scientific studies have suggested that man made emissions of certain gases, commonly referred to as “greenhouse gases” and including carbon dioxide and methane, may be contributing to the warming of the atmosphere resulting in climate change. In response to such studies, the United States Congress is actively considering legislation to reduce emissions of greenhouse gases. In addition, at least 17 states have already taken legal measures to reduce emissions of greenhouse gases, primarily through the planned development of greenhouse gas emission inventories and/or regional greenhouse gas cap and trade programs. Also, as a result of the U.S. Supreme Court’s decision on April 2, 2007 in Massachusetts v. EPA, the EPA may regulate greenhouse gas emissions from mobile sources (e.g., cars and trucks) and possibly from stationary sources as well under certain federal Clean Air Act programs, even if Congress does not adopt new legislation specifically addressing emissions of greenhouse gases. New legislation or regulatory programs that restrict emissions of greenhouse gases in areas where we conduct business could adversely affect our operations and the demand for hydrocarbon products generally. The impact of such future programs cannot be predicted, but we do not expect our operations to be affected any differently than other similarly situated domestic competitors.

We have made and will continue to make expenditures to comply with environmental regulations and requirements. These are necessary business costs in the oil and gas industry. Although we are not fully insured against all environmental risks, we maintain insurance coverage which we believe is customary in the industry. Moreover, it is possible that other developments, such as stricter and more comprehensive environmental laws and regulations, as well as claims for damages to property or persons resulting from company operations, could result in substantial costs and liabilities, to Callon. We believe we are in compliance with existing environmental regulations, and that, absent the occurrence of an extraordinary event the effect of which cannot be predicted, any noncompliance will not have a material adverse effect on our operations or earnings.

Commitments and Contingencies

The Company’s activities are subject to federal, state and local laws and regulations governing environmental quality and pollution control. Although no assurances can be made, the Company believes that, absent the occurrence of an extraordinary event, compliance with existing federal, state and local laws, rules and regulations governing the release of materials into the environment or otherwise relating to the protection of the environment will not have a material effect upon the capital expenditures, earnings or the competitive position of the Company with respect to its existing assets and operations. The Company cannot predict what effect additional regulation or legislation, enforcement polices thereunder, and claims for

damages to property, employees, other persons, and the environment resulting from the Company’s operations could have on its activities.

Property Summary

We are engaged in the exploration, development, acquisition and production of oil and gas properties. Our properties are concentrated offshore in the Gulf of Mexico and onshore, primarily, in Louisiana. We have historically increased our reserves and production by focusing primarily on low to moderate risk exploration and acquisition opportunities in the Gulf of Mexico shelf area. In 1998, we expanded our area of exploration to include the Gulf of Mexico deepwater area. As of December 31, 2007, our estimated net proved reserves totaled 263.6 Bcfe and included 24.5 million barrels of oil (“MMBbls”) and 116.5 billion cubic feet of natural gas (“Bcf”), with a pre-tax present value, discounted at 10%, of the estimated future net revenues based on constant prices in effect at year-end of $1,591.5 million. Oil constitutes approximately 56% on an equivalent basis of our total estimated proved reserves and approximately 19% of our total estimated proved reserves are proved developed reserves.

In April 2007 we acquired BP’s 80% interest in the Entrada Field which is located in the deepwater region of the Gulf of Mexico. We now own a 100% interest, operate and have begun development of the field. We currently expect first production from this deepwater discovery to be in early 2009. To help us fund development and achieve this production target, we have entered into an agreement to sell 50% of our working interest in the Entrada field to CIECO. See “Note 14 — Entrada Acquisition and Development” for more details.

Significant Properties

The following table shows discounted cash flows and net proved oil and gas reserves estimated by our independent petroleum reserve engineers by major field and for all other properties combined at December 31, 2007.

																Pre-tax
																Discounted
				Estimated Net Proved Reserves												Present
				Oil				Gas				Total				Value
		Operator		(MBbls)				(MMcf)				(MMcfe)				($000)
																(a)(b)(c)
Gulf of Mexico Deepwater:
Garden Banks Block 738/782/826/827 “Entrada”		Callon			17,482				87,127				192,019			$	1,144,110
Mississippi Canyon 538/582 “Medusa”		Murphy			5,326				3,648				35,601				251,277
Garden Banks Block 341 “Habanero”		Shell			1,457				5,681				14,425				113,015
Gulf of Mexico Shelf and Onshore:
High Island Blocks 165/130		StatoilHydro			23				4,320				4,459				18,851
East Cameron 2/LA		Callon			34				1,135				1,339				5,248
High Island Block A-540		Walter Oil & Gas Corp.			54				1,743				2,067				13,561
West Cameron Block 295		StatoilHydro/Cimarex			16				5,401				5,499				27,083
East Cameron Block 109		Energy Partners LTD			39				1,376				1,611				8,430
Other		Various			100				6,023				6,620				9,897
Total Net Proved Reserves					24,531				116,454				263,640			$	1,591,472

Gulf of Mexico Deepwater

Entrada, Garden Banks Blocks 738/782/826/827

The Entrada discovery was drilled and delineated in 2000 with two wells and seven sidetracks on Garden Banks Block 782. Entrada is located in approximately 4,500 feet of water in the Gulf of Mexico. The Entrada Area is characterized by a northwest plunging salt ridge with multiple stacked amplitudes trapped against the salt and various faults. At year end 2006, we reclassified a portion of Entrada’s estimated net proved reserves to probable, as of December 31, 2006 due to new performance data from analogous deepwater reservoirs. Please refer to Note 15 of our Consolidated Financial Statements for further information regarding reserves.

On April 18, 2007, we completed the acquisition of BP’s 80% working interest in the Entrada Field for a purchase price of $190 million. The purchase price included $150 million payable at closing and an additional $40 million payable after the achievement of certain production milestones. The purchased interests included five federal offshore blocks at Garden Banks Blocks 738, 782, 785, 826 and 827, subject to certain depth limitations. The acquisition added 150 billion cubic feet of natural gas equivalent (Bcfe) to our proved undeveloped reserves. On December 31, 2007, we owned a 100% working interest in this discovery and are the operator.

On February 11, 2008, we entered into an agreement to sell 50% of our working interest in the Entrada field. See “ Note 14 — Entrada Acquisition and Development” for more details.

The Magnolia field is located on blocks adjacent to Entrada and the field and related production facilities are owned by Conoco/Phillips, the operator, and Devon Energy Corporation (“Devon”). In August 2007, we entered into a production handling agreement (“PHA”) with ConocoPhillips and Devon. The PHA provides for production from the Entrada Field, via a subsea tieback, to be processed through the Magnolia production platform.

Work has been completed on a front-end engineering design study to tie-back Entrada to the Magnolia production facilities. Also, engineering work has been done and long lead items have been identified and orders are being placed. We have entered into a rig contact with Diamond Offshore Drilling, Inc. to use the Ocean Victory rig to drill and complete two development wells in the second half of 2008. The majority of development costs are anticipated to be incurred in 2008 and early 2009. First production is projected to commence in the first quarter of 2009.

Medusa, Mississippi Canyon Blocks 538/582

Our Medusa deepwater discovery was announced in September 1999, after we drilled the initial test well in 2,235 feet of water to a total depth of 16,241 feet and encountered over 120 feet of pay in two intervals. Subsequent sidetrack drilling from the wellbore was used to determine the extent of the discovery, and a second well was drilled in the first quarter of 2000 to further delineate the extent of the pay intervals. We own a 15% working interest, Murphy Exploration & Production Company (“Murphy”), the operator, owns a 60% working interest and ENI Deepwater, LLC, owns the remaining 25% working interest.

In 2001, a drilling program began which included four development wells and one sidetrack. The program included production casing being set on six wells to provide initial production take-points and was completed in the first half of 2002. The construction of a floating production system, spar, at Medusa was completed during the second quarter of 2003. The A-1 well was completed and tied into the spar and commenced production in late November 2003. The remaining five wells were completed and

commenced production in 2004. Mississippi Canyon 538 #4, North Medusa, was drilled in 2003 and was temporarily abandoned after encountering 28 feet of net pay. The well bore was re-entered in the fourth quarter of 2004, sidetracked and reached an objective depth of 9,600 feet in January 2005. The sidetrack encountered 46 feet of net pay, was completed and commenced initial production in April 2005.

During 2007 the field produced 4.5 Bcfe net to us which accounted for 24% of our total production.

Future plans include five recompletions to produce up-hole sands and a new well and a sidetrack to undrained areas of the field up-dip or fault separated from existing production.

In December 2003, we transferred our undivided 15% working interest in the spar production facilities to Medusa Spar LLC in exchange for cash proceeds of approximately $25 million and a 10% ownership interest in the LLC. A detailed discussion of this transaction is included in “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Off-Balance Sheet Arrangements”.

Habanero, Garden Banks Block 341

During February 1999, the initial test well on our Habanero deepwater discovery encountered over 200 feet of net pay in two zones. Located in 2,015 feet of water, the well was drilled to a measured depth of 21,158 feet. We own an 11.25% working interest in the well. The well is operated by Shell Deepwater Development Inc., which owns a 55% working interest, with the remaining working interest being owned by Murphy.

A field delineation program began in mid-year 2001, which included three sidetracks of the discovery well. Production casing was set on this well through the last of the sidetracks to the Habanero 52 oil and gas sand and the Habanero 55 gas sand. Also, a development well was drilled in the summer of 2003 which provides a take-point for production from the Habanero 52 oil sand. By means of a sub-sea completion and tie-back to an existing production facility in the area operated by Shell, production from the Habanero 52 oil sand commenced in late November 2003 and from the Habanero 55 gas sand in January 2004. In July 2004, the #2 well producing the Habanero 52 oil sand developed mechanical difficulties with a subsurface control valve and was shut-in resulting in a significant loss of production. Repairs were completed and production was restored in late December 2004. In addition, the #1 well producing the Habanero 55 gas sand was recompleted to the Habanero 55 oil sand in December 2004.

At the time the field was developed, there was no way to know what the drive mechanism would be in the Habanero 52 oil sand, so the wells were drilled in a mid-dip position. It is now known that the Habanero 52 oil sand has strong water support requiring a well at structural crest for maximum recovery. A sidetrack of the #1 well was completed in the third quarter of 2007 at a structurally high position.

Future plans include a sidetrack of the #2 well across a fault to drain a separate gas reservoir.

During 2007, Habanero produced 1.6 Bcfe net to us which accounted for 9% of our total production.

Gulf of Mexico Shelf and Onshore Louisiana

High Island Blocks 165/130

The High Island 165 #1 well was spud in the fourth quarter of 2005, reached total depth of 17,029 feet in January 2006 and logged 140 feet of net pay in the Gyro K-1 and Rob L sands. We have drilled two

development wells, the High Island Block 130 #1 and #2 wells. Both development wells found pay in the Gyro K-1 sand and a deeper Gyro K-2 sand. The High Island 165 #1 well and the High Island 130 #1 well each produce from the Gyro K-1 sand which is nearing depletion. The High Island 130 #2 is producing the Gyro K-2 sand. The High Island 130 #1 well will be recompleted to the Rob L sand upon depletion. The High Island 165/130 field produced 2.5 Bcfe net to our interest in 2007. We have a 16.7% working interest in the Gyro K-1 and Rob L sands and an 11.7% interest in the Gyro K-1 sand. The operator of the field is StatoilHydro.

High Island Block A-540

The #1 well was spud in November 2005 and reached a total depth of 9,450 feet the following month after logging 32 feet of net pay in the objective section. First production commenced in late September 2006 and during 2007 the field produced 1.5 Bcfe net to us. The company owns a 60% working interest and Walter Oil and Gas is the operator.

West Cameron Block 295

During the third quarter of 2005, the #2 well reached a total depth of 15,775 feet and logged 150 feet of net pay in two zones. Each zone was encountered at the predicted depth and exceeded anticipated thickness. The #2 well commenced production in the second quarter of 2006 and encountered mechanical difficulties which were corrected. Sustained production was achieved by the third quarter of 2006. In 2006, we drilled the #4 well, an offset to the #2 well. The #4 well commenced production during December 2006 in a deeper, secondary zone. After this zone is depleted we expect to recomplete the well in the main pay zone. Callon holds a 20.5% working interest in the block and StatoilHydro is the operator.

A second prospect on this block was also drilled during 2005. The #3 well was drilled to a depth of 16,286 feet in December 2005 and logged 110 feet of net (94 feet true vertical depth) pay in two zones. The well was completed in a deeper secondary zone and will probably be recompleted to the main pay zone in early 2008. The well commenced production in August 2006. Callon holds a 20.5% working interest in the block and Cimarex Energy Company is the operator.

During 2007, the West Cameron 295 field produced 1.5 Bcfe net to us.

East Cameron 109

During 2006, an exploratory well was drilled to a vertical depth of 13,110 feet and encountered 54 feet of net pay. The well produced 0.4 Bcfe net to us in 2007. Callon owns a 25% working interest and Energy Partners, LTD is the operator.

East Cameron 2/LA

The State Lease 18121 #1 well was drilled to a vertical depth of 14,851 feet and encountered 20 feet of net pay in August, 2007. The well was completed in October. First production is expected in the second quarter of 2008. Callon owns a 42.5% working interest and is the operator.

Oil and Gas Reserves

The following table sets forth certain information about our estimated proved reserves as reported by Huddleston & Co., Inc. as of the dates set forth below.

		Years Ended December 31,
		2007				2006				2005
						(In thousands)
Proved developed:
Oil (Bbls)			4,723				5,159				7,323
Gas (Mcf)			22,340				36,750				30,982
Mcfe			50,678				67,704				74,921
Proved undeveloped:
Oil (Bbls)			19,808				8,106				11,105
Gas (Mcf)			94,114				29,287				47,039
Mcfe			212,964				77,924				113,667
Total proved:
Oil (Bbls)			24,531				13,265				18,428
Gas (Mcf)			116,454				66,037				78,021
Mcfe			263,640				145,628				188,588
Estimated pre-tax future net cash flows (a)		$	2,317,905			$	775,742			$	1,487,817
Pre-tax discounted present value (a) (b)		$	1,591,472			$	534,743			$	1,088,714
Standardized measure of discounted future net cash flows(a) (b)		$	1,133,989			$	470,791			$	837,552

Our independent reserve engineers, Huddleston & Co., Inc., prepared the estimates of the proved reserves and the future net cash flows and present value thereof attributable to such proved reserves. Reserves were estimated using oil and gas prices and production and development costs in effect on December 31 of each such year, without escalation, and were otherwise prepared in accordance with SEC regulations regarding disclosure of oil and gas reserve information.

There are numerous uncertainties inherent in estimating quantities of proved reserves, including many factors beyond our control or the control of the reserve engineers. Reserve engineering is a subjective process of estimating underground accumulations of oil and gas that cannot be measured in an exact manner. The accuracy of any reserve or cash flow estimate is a function of the quality of available data and of engineering and geological interpretation and judgment. Estimates by different engineers often vary, sometimes significantly. In addition, physical factors, such as the results of drilling, testing and production subsequent to the date of an estimate, as well as economic factors, such as an increase or decrease in product prices that renders production of such reserves more or less economic, may justify revision of such estimates. Accordingly, reserve estimates could be different from the quantities of oil and gas that are ultimately recovered.

We have not filed any reports with other federal agencies which contain an estimate of total proved net oil and gas reserves during our last fiscal year.

Present Activities and Productive Wells

The following table sets forth the wells we have drilled and completed during the periods indicated. All such wells were drilled in the continental United States primarily in federal and state waters in the Gulf of Mexico.

		Years Ended December 31,
		2007								2006								2005
		Gross				Net				Gross				Net				Gross				Net
Development:
Oil			1				0.25				—				—				1				0.15
Gas			1				0.12				2				0.37				—				—
Non-productive			—				—				—				—				—				—
Total			2				0.37				2				0.37				1				0.15
Exploration:
Oil			—				—				—				—				—				—
Gas			2				0.63				5				2.05				7				2.42
Non-productive			3				0.47				8				2.98				4				1.25
Total			5				1.10				13				5.03				11				3.67

The following table sets forth our productive wells as of December 31, 2007:

		Wells
		Gross				Net
Oil:
Working interest			9.00				1.41
Royalty interest			—				—
Total			9.00				1.41
Gas:
Working interest			24.00				9.25
Royalty interest			6.00				0.18
Total			30.00				9.43

A well is categorized as an oil well or a natural gas well based upon the ratio of oil to gas reserves on a Mcfe basis. However, some of our wells produce both oil and gas. At December 31, 2007, we had no wells with multiple completions. At December 31, 2007, two gross (0.22 net) exploration gas wells were in progress.

Leasehold Acreage

The following table shows our approximate developed and undeveloped (gross and net) leasehold acreage as of December 31, 2007.

		Leasehold Acreage
		Developed									Undeveloped
Location		Gross				Net				Gross				Net
Louisiana			4,472				2,050				7,091				2,940
Texas			2,160				1,080				11,920				8,600
Federal waters			88,370				39,101				343,865				157,967
Total			95,002				42,231				362,876				169,507

Major Customers

Our production is sold generally on month-to-month contracts at prevailing prices. The following table identifies customers to whom we sold a significant percentage of our total oil and gas production during each of the 12-month periods ended:

		December 31,
		2007				2006				2005
Shell Trading Company			25	%			41	%			34	%
Louis Dreyfus Energy Services			20	%			25	%			16	%
StatoilHydro			13	%			—				—
Plains Marketing, L.P.			10	%			11	%			16	%
Walter Oil and Gas Corporation			8	%			—				—
Chevron Texaco Natural Gas			—				3	%			10	%

Because alternative purchasers of oil and gas are readily available, we believe that the loss of any of these purchasers would not result in a material adverse effect on our ability to market future oil and gas production.

Title to Properties

We believe that the title to our oil and gas properties is good and defensible in accordance with standards generally accepted in the oil and gas industry, subject to such exceptions which, in our opinion, are not so material as to detract substantially from the use or value of such properties. Our properties are typically subject, in one degree or another, to one or more of the following:

	•		royalties and other burdens and obligations, express or implied, under oil and gas leases;
	•		overriding royalties and other burdens created by us or our predecessors in title;
	•		a variety of contractual obligations (including, in some cases, development obligations) arising under operating agreements, farmout agreements, production sales contracts and other agreements that may affect the properties or their titles;
	•		back-ins and reversionary interests existing under purchase agreements and leasehold assignments;
	•		liens that arise in the normal course of operations, such as those for unpaid taxes, statutory liens securing obligations to unpaid suppliers and contractors and contractual liens under operating agreements;
	•		pooling, unitization and communitization agreements, declarations and orders; and
	•		easements, restrictions, rights-of-way and other matters that commonly affect property.

To the extent that such burdens and obligations affect our rights to production revenues, they have been taken into account in calculating our net revenue interests and in estimating the size and value of our reserves. We believe that the burdens and obligations affecting our properties are conventional in the industry for properties of the kind owned by us.

ITEM 3. LEGAL PROCEEDINGS

We are a defendant in various legal proceedings and claims, which arise in the ordinary course of our business. We do not believe the ultimate resolution of any such actions will have a material affect on our financial position or results of operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of security holders during the fourth quarter of 2007.

PART II.

ITEM 5.		MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock trades on the New York Stock Exchange under the symbol “CPE”. The following table sets forth the high and low sale prices per share as reported for the periods indicated.

		Quarter Ended		High				Low
2006:
		First quarter		$	21.25			$	17.01
		Second quarter			21.99				15.12
		Third quarter			19.96				12.54
		Fourth quarter			17.44				12.48
2007:
		First quarter		$	15.00			$	12.54
		Second quarter			15.19				13.26
		Third quarter			15.68				11.50
		Fourth quarter			17.21				13.33

As of March 10, 2007 there were approximately 3,699 common stockholders of record.

We have never paid dividends on our common stock and intend to retain our cash flow from operations for the future operation and development of our business. In addition, our primary credit facility and the terms of our outstanding subordinated debt prohibit the payment of cash dividends on our common stock.

Performance Graph

The following graph compares the yearly percentage change for the five years ended December 31, 2007, in the cumulative total shareholder return on the Company’s Common Stock against the cumulative total return for the (i) Hemscott Industry and Market Index of SIC Group 123 (the “Hemscott Group Index”) consisting of independent oil and gas drilling and exploration companies and (ii) the New York Stock Exchange Market Index. The comparison of total return on an investment for each of the periods assumes that $100 was invested on December 31, 2002 in the Company, the Hemscott Group Index and the New York Stock Exchange Market Index, and that all dividends were reinvested.

		2002				2003				2004				2005				2006				2007
Callon Petroleum Company		$	100			$	310			$	432			$	527			$	449			$	491
Hemscott Group Index		$	100			$	131			$	184			$	290			$	343			$	539
NYSE Market Index		$	100			$	130			$	146			$	158			$	186			$	195

ITEM 6. SELECTED FINANCIAL DATA

The following table sets forth, as of the dates and for the periods indicated, selected financial information about us. The financial information for each of the five years in the period ended December 31, 2007 has been derived from our audited Consolidated Financial Statements for such periods. The information should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Consolidated Financial Statements and Notes thereto. The following information is not necessarily indicative of our future results.

CALLON PETROLEUM COMPANY
SELECTED HISTORICAL FINANCIAL INFORMATION
(In thousands, except per share amounts)

		Years Ended December 31,
		2007				2006				2005				2004				2003
Statement of Operations Data:
Operating revenues:
Oil and gas sales		$	170,768			$	182,268			$	141,290			$	119,802			$	73,697
Operating expenses:
Lease operating expenses			27,795				28,881				24,377				22,308				11,301
Depreciation, depletion and amortization			72,762				65,283				44,946				47,453				28,253
General and administrative			9,876				8,591				8,085				8,758				4,713
Accretion expense			3,985				4,960				3,549				3,400				2,884
Derivative expense			—				150				6,028				1,371				535
Total operating expenses			114,418				107,865				86,985				83,290				47,686
Income from operations			56,350				74,403				54,305				36,512				26,011
Other (income) expenses:
Interest expense			34,329				16,480				16,660				20,137				30,614
Other (income)			(1,172	)			(1,869	)			(998	)			(357	)			(444	)
Loss on early extinguishment of debt			—				—				—				3,004				5,573
Total other (income) expenses			33,157				14,611				15,662				22,784				35,743
Income (loss) before income taxes			23,193				59,792				38,643				13,728				(9,732	)
Income tax expense (benefit)			8,506				20,707				13,209				(6,697	)			8,432
Income (loss) before equity in earnings of Medusa Spar LLC and cumulative effect of change in accounting principle			14,687				39,085				25,434				20,425				(18,164	)
Equity in earnings of Medusa Spar LLC, net of tax			507				1,475				1,342				1,076				(8	)
Income (loss) before cumulative effect of change in in accounting principle			15,194				40,560				26,776				21,501				(18,172	)
Cumulative effect of change in accounting principle, net of tax			—				—				—				—				181
Net income (loss)			15,194				40,560				26,776				21,501				(17,991	)
Preferred stock dividends			—				—				318				1,272				1,277
Net income (loss) available to common shares		$	15,194			$	40,560			$	26,458			$	20,229			$	(19,268	)

CALLON PETROLEUM COMPANY
SELECTED HISTORICAL FINANCIAL INFORMATION
(In thousands, except per share amounts)

		Years Ended December 31,
		2007				2006				2005				2004				2003
Net income (loss) per common share:
Basic:
Net income (loss) available to common before cumulative effect of change in accounting principle		$	0.73			$	2.00			$	1.43			$	1.28			$	(1.42	)
Cumulative effect of change in accounting principle, net of tax			—				—				—				—				.01
Net income (loss) available to common		$	0.73			$	2.00			$	1.43			$	1.28			$	(1.41	)
Diluted:
Net income (loss) available to common before cumulative effect of change in accounting principle		$	0.71			$	1.90			$	1.28			$	1.22			$	(1.42	)
Cumulative effect of change in accounting principle, net of tax			—				—				—				—				.01
Net income (loss) available to common		$	0.71			$	1.90			$	1.28			$	1.22			$	(1.41	)
Shares used in computing net income (loss) per common share:
Basic			20,776				20,270				18,453				15,796				13,662
Diluted			21,290				21,363				20,883				17,678				13,662
Balance Sheet Data (end of period):
Oil and gas properties, net		$	681,706			$	547,027			$	447,364			$	406,690			$	390,163
Total assets		$	792,482			$	625,527			$	533,776			$	457,523			$	496,032
Long-term debt, less current portion		$	392,012			$	225,521			$	188,813			$	192,351			$	214,885
Stockholders’ equity		$	287,075			$	281,363			$	228,048			$	198,312			$	133,261

We follow the full-cost method of accounting for oil and gas properties. Under this method of accounting, our net capitalized costs to acquire, explore and develop oil and gas properties may not exceed the sum of (1) the estimated future net revenues from proved reserves at current prices discounted at 10% and (2) the lower of cost or market of unevaluated properties, net of tax (the full-cost ceiling amount). If these capitalized costs exceed the full-cost ceiling amount, the excess is charged to expense.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion is intended to assist in an understanding of our financial condition and results of operations. Our consolidated financial statements and notes thereto contain detailed information that should be referred to in conjunction with the following discussion. See Item 8 “Financial Statements and Supplementary Data.”

General

We have been engaged in the exploration, development, acquisition and production of oil and gas properties since 1950. Our revenues, profitability and future growth and the carrying value of our oil and gas properties are substantially dependent on prevailing prices of oil and gas and our ability to find, develop and acquire additional oil and gas reserves that are economically recoverable. Our ability to maintain or increase our borrowing capacity and to obtain additional capital on attractive terms is also influenced by oil and gas prices.

Significant events for the year ended December 31, 2007 included:

	•		the completion of the acquisition of BP’s working interest in the Entrada Field for a purchase price of $190 million with a cash payment of $150 million at closing;
	•		the seven-year $200 million senior revolving credit facility arranged by Merrill Lynch Capital Corporation to finance the BP acquisition;
	•		the production handling agreement entered into with ConocoPhillips and Devon Energy Corporation to use their Magnolia production facility located on an adjacent block to host production from Entrada;
	•		the drilling contract entered into with Diamond Offshore Drilling, Inc. for the Ocean Victory drilling rig to be used to drill and complete two development wells at Entrada;
	•		retaining Merrill Lynch Petrie Divestiture Advisors to assist with the search to identify a partner to participate in the Entrada field development and entering into an agreement with CIECO subsequent to December 31, 2007 to sell 50% of our working interest in the Entrada field; and
	•		the sale of our non-core, non-operated royalty and mineral interest properties, the proceeds of which will be used to help develop the Entrada Field.

Our estimated net proved oil and gas reserves increased at December 31, 2007 to 263.6 Bcfe. This represents an increase of 81% from previous year-end 2006 estimated proved reserves of 145.6 Bcfe.

Prices for oil and gas are subject to large fluctuations in response to relatively minor changes in the supply of and demand for oil and gas, market uncertainty and a variety of additional factors beyond our control. These factors include weather conditions in the United States, the condition of the United States economy, the actions of the Organization of Petroleum Exporting Countries, governmental regulation, political stability in the Middle East and elsewhere, the foreign supply of crude oil and natural gas, the price of foreign imports and the availability of alternate fuel sources. Any substantial and extended decline in the price of crude oil or natural gas would have an adverse effect on our carrying value of the proved reserves, borrowing capacity, revenues, profitability and cash flows from operations. We use derivative financial instruments (see Note 8 to our consolidated financial statements and Item 7A. “Quantitative and Qualitative Disclosures About Market Risks”) for price protection purposes on a limited amount of our future production and do not use these instruments for trading purposes. On a Mcfe basis, natural gas represents approximately 55% of budgeted 2008 production and 44% of proved reserves at year-end 2007.

Inflation has not had a material impact on us and is not expected to have a material impact on us in the future.

Summary of Significant Accounting Policies

Property and Equipment. We follow the full-cost method of accounting for oil and gas properties whereby all costs incurred in connection with the acquisition, exploration and development of oil and gas reserves, including certain overhead costs, are capitalized into the “full-cost pool.” The amounts we capitalize into the full-cost pool are depleted (charged against earnings) using the unit-of-production method. The full-cost method of accounting for our proved oil and gas properties requires that we make estimates based on assumptions as to future events that could change. These estimates are described below.

Depreciation, Depletion and Amortization (DD&A) of Oil and Gas Properties. We calculate depletion by using the net capitalized costs in our full-cost pool plus estimated future development costs (combined, the depletable base) and our estimated net proved reserve quantities. Capitalized costs added to the full-cost pool include the following:

	•		the cost of drilling and equipping productive wells, dry hole costs, acquisition costs of properties with proved reserves, delay rentals and other costs related to exploration and development of our oil and gas properties;
	•		our payroll and general and administrative costs and costs related to fringe benefits paid to employees directly engaged in the acquisition, exploration and/or development of oil and gas properties as well as other directly identifiable general and administrative costs associated with such activities. Such capitalized costs do not include any costs related to our production of oil and gas or our general corporate overhead;
	•		costs associated with properties that do not have proved reserves classified as unevaluated property costs and are excluded from the depletable base. These unevaluated property costs are added to the depletable base at such time as wells are completed on the properties, the properties are sold or we determine these costs have been impaired. Our determination that a property has or has not been impaired (which is discussed below) requires that we make assumptions about future events;
	•		estimated costs to dismantle, abandon and restore properties that are capitalized to the full-cost pool when the related liabilities are incurred under SFAS 143; and
	•		our estimates of future costs to develop proved properties are added to the full-cost pool for purposes of the DD&A computation. We use assumptions based on the latest geologic, engineering, regulatory and cost data available to us to estimate these amounts. However, the estimates we make are subjective and may change over time. Our estimates of future development costs are periodically updated as additional information becomes available.

Capitalized costs included in the full-cost pool plus estimated future development costs are depleted and charged against earnings using the unit-of-production method. Under this method, we estimate the proved reserves quantities at the beginning of each accounting period. For each Mcfe produced during the period, we record a depletion charge equal to the amount included in the depletable base (net of accumulated depreciation, depletion and amortization) divided by our estimated net proved reserve quantities.

Because we use estimates and assumptions to calculate proved reserves (as discussed below) and the amounts included in the depletable base, our depletion rates may materially change if actual results differ from these estimates.

Ceiling Test. Under the full-cost accounting rules of the SEC, we review the carrying value of our proved oil and gas properties each quarter. Under these rules, capitalized costs of oil and gas properties, net of accumulated depreciation, depletion and amortization and deferred income taxes, may not exceed the present value of estimated future net cash flows from proved oil and gas reserves, discounted at 10%, plus the lower of cost or fair value of unevaluated properties, net of related tax effects (the full-cost ceiling amount). These rules generally require pricing future oil and gas production at the unescalated market price for oil and gas at the end of each fiscal quarter and require a write-down if the “ceiling” is exceeded. However, if prices recover sufficiently subsequent to the balance sheet date before the release of the financial statements then use of the subsequent pricing is allowed and no write-down would be required. Given the volatility of oil and gas prices, it is reasonably possible that our estimate of discounted future net cash flows from proved oil and gas reserves could change in the near term. If oil and gas prices decline significantly, even if only for a short period of time, it is possible that write-downs of oil and gas properties could occur in the future.

Estimating Reserves and Present Value of Estimated Future Net Cash Flows. The estimates of quantities of proved oil and gas reserves and the discounted present value of estimated future net cash flows from such reserves at the end of each quarter are based on numerous assumptions, which are likely to change over time. These assumptions include:

	•		the prices at which we can sell our oil and gas production in the future. Oil and gas prices are volatile, but we are required to assume that they will not change from the prices in effect at the end of the quarter. In general, higher oil and gas prices will increase quantities of proved reserves and the present value of estimated future net cash flows from such reserves, while lower prices will decrease these amounts. Because our properties have relatively short productive lives, changes in prices will affect the present value of estimated future net cash flows more than the estimated quantities of oil and gas reserves;
	•		the costs to develop and produce our reserves and the costs to dismantle our production facilities when reserves are depleted. These costs are likely to change over time, but we are required to assume that costs in effect at the end of the quarter will not change. Increases in costs will reduce estimated oil and gas quantities and the present value of estimated future net cash flows, while decreases in costs will increase such amounts. Because our properties have relatively short productive lives, changes in costs will affect the present value of estimated future net cash flows more than the estimated quantities of oil and gas reserves; and
	•		the potential royalties payable to the Mineral Management Service. See Note 9 of our consolidated financial statements for a more detailed discussion.

In addition, the process of estimating proved oil and gas reserves requires that our independent and internal reserve engineers exercise judgment based on available geological, geophysical and technical information. We have described the risks associated with reserve estimation and the volatility of oil and gas prices under “Risk Factors”.

Unproved Properties. Costs associated with properties that do not have proved reserves, including capitalized interest, are excluded from the depletable base. These unproved properties are included in the line item “Unevaluated properties excluded from amortization.” Unproved property costs are transferred to the depletable base when wells are completed on the properties or the properties are sold. In addition, we are required to determine whether our unproved properties are impaired and, if so, include the costs of such properties in the depletable base. We determine whether an unproved property should be impaired by periodically reviewing our exploration program on a property by property basis. This determination may require the exercise of substantial judgment by our management.

Asset Retirement Obligations. We account for asset retirement obligations in accordance with Statement of Financial Accounting Standards No. 143, “Accounting for Asset Retirement Obligations” (“SFAS 143”), which essentially requires entities to record the fair value of a liability for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. Interest is accreted on the present value of the asset retirement obligation and reported as accretion expense within operating expenses in the Consolidated Statements of Operations. See Note 10 to our Consolidated Financial Statements.

Derivatives. We periodically use derivative financial instruments to manage oil and gas price risk on a limited amount of our future production and do not use these instruments for trading purposes. Settlement of derivative contracts are generally based on the difference between the contract price or prices specified in the derivative instrument and a NYMEX price or other cash or futures index price. Such derivatives are accounted for under Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS 133”), as amended.

Our derivative contracts that are accounted for as cash flow hedges under SFAS 133 are recorded at fair market value and the changes in fair value are recorded through other comprehensive income (loss), net of tax, in stockholders’ equity. The cash settlements on these contracts are recorded as an increase or decrease in oil and gas sales. The changes in fair value related to ineffective derivative contracts are recognized as derivative expense (income). The cash settlement on these contracts is also recorded within derivative expense (income). See Note 8 to our consolidated financial statements.

Share-Based Compensation. Effective January 1, 2006, we adopted Statement of Financial Accounting Standard No. 123 (revised 2004), “Share-Based Payment,” (“SFAS 123R”) utilizing the modified prospective transition method. Prior to the adoption of SFAS 123R, we accounted for stock option grants in accordance with Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (the intrinsic value method) and, accordingly, recognized no compensation expense for stock option grants.

Under the modified prospective transition method, SFAS 123R applies to new awards, unvested awards as of January 1, 2006 and awards that were outstanding on January 1, 2006 that are subsequently modified, repurchased or cancelled. Under the modified prospective transition method, compensation cost recognized in 2006 includes compensation cost for all share-based payments granted prior to, but not yet vested as of January 1, 2006, based on the grant-date fair value estimated in accordance with the original provisions of Statement of Financial Accounting Standard No. 123 “Accounting for Stock-Based Compensation,” (“SFAS 123”) and compensation cost for all share-based payments granted subsequent to January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of SFAS 123R. Prior periods were not restated to reflect the impact of adopting the new standard. SFAS 123R also requires the cash flows from tax benefits resulting from tax deductions in excess of compensation cost recognized for stock options exercised (excess tax benefits) to be classified as financing cash flows. As a result of most of our stock-based compensation being in the form of restricted stock, the impact of the adoption of SFAS 123R on income before taxes, net income and basic and diluted earnings per share for the year ended December 31, 2006 was immaterial. See Note 3 to our consolidated financial statements.

New Accounting Standards

In September 2006, the FASB issued Statement of Financial Accounting Standard No. 157, (“SFAS 157”), Fair Value Measurements. SFAS 157 defines fair value, establishes a framework for measuring fair value and requires enhanced disclosures about fair value measurements. In February 2007, the FASB issued Statement of Financial Accounting Standard No. 159 “The Fair Value Option for Financial Assets and Liabilities – Including an amendment of FASB No. 115” (“SFAS 159”). SFAS 159 permits entities to choose to measure various financial instruments and certain other items at fair value.  These statements become effective for us on January 1, 2008. We do not anticipate that the implementation of these standards will have a material effect on our consolidated financial statements.

Entrada Acquisition and Development. On April 18, 2007, we completed the acquisition of BP’s 80% working interest in the Entrada Field for a purchase price of $190 million. The purchase price included $150 million payable at closing and an additional $40 million payable after the achievement of certain production milestones. The purchased interests included five federal offshore blocks at Garden Banks Blocks 738, 782, 785, 826 and 827, subject to certain depth limitations. As a result of the acquisition, we own a 100% working interest in the Entrada field and are operator. The acquisition added 150 billion cubic feet of natural gas equivalent (Bcfe) to our proved undeveloped reserves.

The acquisition was recorded at fair value based on the initial purchase price of $150 million. We may record the additional $40 million as an additional purchase price in the future when the production milestones are achieved, in accordance with the terms of the agreement.

To finance the initial $150 million payment of the purchase price, we closed on a seven-year $200 million senior revolving credit facility arranged by Merrill Lynch Capital Corporation contemporaneous with the closing of the acquisition. The facility is secured by a lien on the Entrada properties. We borrowed the full commitment amount under the facility at closing to cover the required $150 million payment to BP and expenses and fees related to the transaction, and the balance was used to pay down our UBOC senior secured credit facility.

In August 2007, we entered into a production handling agreement (“PHA”) with ConocoPhillips and Devon Energy Corporation. The PHA provides for production from the Entrada Field to be processed through the Magnolia production platform, which is owned by ConocoPhillips and Devon. We also entered into a drilling contract with Diamond Offshore Drilling, Inc for the Ocean Victory drilling rig to be used to drill and complete two development wells at Entrada. First production is expected in the first quarter of 2009.

Subsequent to December 31, 2007, we entered into an agreement with CIECO to sell 50% of our working interest in the Entrada field for a purchase price of $175 million with a cash payment of $155 million at closing and the additional $20 million payable after the achievement of certain production milestones. Additional contingent cash payments could be payable based on additional cumulative production milestones. The proceeds from this divestiture along with proceeds from the mineral and royalty interest divestiture will be used to fully repay the seven-year $200 million revolving credit facility arranged by Merrill Lynch Capital Corporation along with prepayment penalties.

Also, CIECO has agreed to provide a non-recourse loan of $150 million to assist the financing of our 50% share of the $300 million estimated costs to develop the Entrada field. This transaction is expected to close in March 2008.

Liquidity and Capital Resources

Historically, our primary sources of capital have been cash flows from operations, borrowings from financial institutions and the sale of debt and equity securities. In December 2007, we completed the sale of certain non-core, non-operated royalty and mineral interests for $61.5 million to strengthen our balance sheet and provide additional liquidity for the development of our Gulf of Mexico deepwater fields, primarily Entrada. Net cash and cash equivalents increased by $51 million during 2007 to $53 million. Cash provided from operating activities during 2007 totaled $109 million, a decrease of 19% from $135 million in 2006.

On August 30, 2006, we closed on a four-year amended and restated senior secured credit facility underwritten by Union Bank of California, N.A. The borrowing base which is reviewed and redetermined semi-annually was $50 million at December 31, 2007. There were no borrowings under the credit facility at December 31, 2007; however we had a letter of credit outstanding in the amount of $15 million to secure a drilling rig for the development of Entrada. See Note 14. As a result, $35 million was available for future borrowings under the credit facility as of December 31, 2007. See Note 7 to our Consolidated Financial Statements.

In December 2003 and March 2004, we closed on our 9.75% senior notes due 2010 in the aggregate principal amount of $200 million. The net proceeds from these notes and the public offering of 3,450,000 shares of common stock in the second quarter of 2004 were used to restructure our debt that was maturing in 2004 and 2005. See Note 7 to the Consolidated Financial Statements for a more detailed discussion of long-term debt.

The indenture governing our 9.75% senior notes due 2010, our senior secured credit facility and our senior revolving credit facility contain various covenants including restrictions on additional indebtedness and payment of cash dividends. In addition, our senior secured credit facility contains covenants for maintenance of certain financial ratios. We were in compliance with these covenants at December 31, 2007.

Our oil and gas reserves as estimated by Huddleston & Co., Inc. were 263.6 Bcfe of natural gas equivalent on December 31, 2007. Our cash flow from operations during 2007 was generated by the production of 18.7 Bcfe. Production of our reserves during 2008, without weather related downtime, is projected to provide sufficient cash flow for a modest capital expenditure program, excluding Entrada development, which will be funded from a non-recourse credit facility and proceeds from the royalty and mineral interest divestiture.

Our current planned capital expenditures for 2008, excluding the development cost for the Entrada field, total $60 million and include capitalized interest and general and administrative expenses. The current portion of our asset retirement obligation will require an additional $11 million resulting in capital expenditures of $71 million for 2008. Once the CIECO loan transaction closes, we will re-evaluate our capital expenditure plan and consider increasing the drilling portion of capital expenditures. The current capital expenditure plans for 2008 include:

	•		the discretionary drilling of up to five exploratory and development wells;
	•		lease and seismic acquisition; and
	•		capitalized interest and overhead.

We believe that our operating cash flow and our credit facilities will be adequate to meet our capital, debt repayment, and operating requirements for 2008. We fund our day-to-day operating expenses and capital expenditures from operating cash flow, supplemented as needed by borrowings under our credit facilities.

In addition, we have sold debt and equity in both public and private offerings in the past, and we expect that these sources of capital will continue to be available to us in the future. Because of the liquidity and capital resources alternatives available to us, including internally generated cash flows, our management believes that our short-term and long-term liquidity is adequate to fund operations, including our capital spending program and repayment of maturing debt.

With regard to the Entrada Field development, we anticipate capital expenditures of approximately $120 million, which are expected to be funded by the non-recourse loan from CIECO and the proceeds from the royalty and mineral divestiture in 2007.

Our cash flow, both in the short and long-term, is impacted by highly volatile oil and natural gas prices, production levels, industry trends impacting operating expenses and our ability to continue to acquire or find reserves at competitive prices. Cash flow forecasts for internal use by management are revised monthly in response to changing market conditions and production projections. We may adjust capital expenditure budgets within the planned total amount in response to the adjusted cash flow forecasts and market trends in drilling and acquisitions costs.

The following table describes our outstanding contractual obligations as of December 31, 2007 (in thousands):

		Payments due by Period
																		More
Contractual						Less Than				One-Three				Three-Five				Than-Five
Obligations		Total				One Year				Years				Years				Years
Senior Secured Credit Facility		$	—			$	—			$	—			$	—			$	—
9.75% Senior Notes			200,000				—				200,000				—				—
Senior Revolving Credit Facility			200,000				—				—				—				200,000
Throughput Commitments:
Medusa Spar LLC			5,696				2,380				3,316				—				—
Medusa Oil Pipeline			295				81				113				61				40
		$	405,991			$	2,461			$	203,429			$	61			$	200,040

Off-Balance Sheet Arrangements

We have a 10% ownership interest in Medusa Spar LLC (“LLC”), which is a limited liability company that owns a 75% undivided ownership interest in the deepwater spar production facilities at our Medusa Field in the Gulf of Mexico. We contributed a 15% undivided ownership interest in the production facility to the LLC in return for approximately $25 million in cash and a 10% ownership interest in the LLC. The LLC earns a tariff based upon production volume throughput from the Medusa area. We are obligated to process our share of production from the Medusa Field and any future discoveries in the area through the spar production facilities. This arrangement allows us to defer the cost of the spar production facility over the life of the Medusa Field. Our cash proceeds were used to reduce the balance outstanding under our senior secured credit facility. The LLC used the cash proceeds from $83.7 million of non-recourse financing and a cash contribution by one of the LLC owners to acquire its 75% interest in the spar. On December 31, 2007, $21.7 million of the financing was outstanding. The balance of Medusa Spar LLC is owned by Oceaneering International, Inc. and Murphy. We are accounting for our 10% ownership interest in the LLC under the equity method.

Results of Operations

The following table sets forth certain operating information with respect to our oil and gas operations for each of the three years in the period ended December 31, 2007.

		December 31,
		2007				2006				2005
Production:
Oil (MBbls)			1,063				1,634				1,837
Gas (MMcf)			12,340				10,977				7,768
Total production (MMcfe)			18,718				20,780				18,787
Average daily production (MMcfe)			51.3				56.9				51.5
Average sales price:
Oil (per Bbl)(a)		$	67.63			$	57.33			$	41.61
Gas (per Mcf)		$	8.01			$	8.07			$	8.35
Total (per Mcfe)		$	9.12			$	8.77			$	7.52
Oil and gas revenues (in thousands):
Oil revenue		$	71,891			$	93,665			$	76,425
Gas revenue			98,877				88,603				64,865
Total		$	170,768			$	182,268			$	141,290
Lease operating expenses (in thousands)		$	27,795			$	28,881			$	24,377
Additional per Mcfe data:
Sales price		$	9.12			$	8.77			$	7.52
Lease operating expenses			1.48				1.39				1.30
Operating margin		$	7.64			$	7.38			$	6.22
Depletion		$	3.89			$	3.14			$	2.39
General and administrative (net of management fees)		$	.53			$	.41			$	.43

Average NYMEX oil price		$	72.33			$	66.22			$	56.57
Basis differential and quality adjustments			(4.08	)			(7.03	)			(8.45	)
Transportation			(1.15	)			(1.25	)			(1.26	)
Hedging			0.53				(0.61	)			(5.25	)
Average realized oil price		$	67.63			$	57.33			$	41.61

Comparison of Results of Operations for the Years Ended December 31, 2007 and 2006

Oil and Gas Revenues

Total oil and gas revenues decreased 6% from $182.3 million in 2006 to $170.8 million in 2007 primarily due to lower oil production. Total production on an equivalent basis for 2007 decreased by 10% versus 2006.

Gas production during 2007 totaled 12.3 Bcf and generated $98.9 million in revenues compared to 11.0 Bcf and $88.6 million in revenues during the same period in 2006. Average gas prices realized for 2007 were $8.01 per Mcf compared to $8.07 per Mcf during the same period in 2006. The 12% increase in 2007 production was primarily attributable to new discoveries brought on line. The increase was partially offset by the sale of the Mobile Bay 952,953,955 Field in the second quarter of 2007, early water production from East Cameron Block 90, High Island Block 73 and North Padre Island Block 913 and normal and expected declines in production from our High Island Block 119 and Mobile Bay area fields and older properties. In addition, remedial work with wireline and coil tubing was performed to correct mechanical problems on the A-1 well at Medusa in the fourth quarter of 2006 that resulted in production being restored at a lower rate.

Oil production during 2007 totaled 1,063,000 barrels and generated $71.9 million in revenues compared to 1,634,000 barrels and $93.7 million in revenues for the same period in 2006. Average oil prices realized in 2007 were $67.63 per barrel compared to $57.33 per barrel in 2006. The 35% decrease in production was primarily due to the A-1 well at Medusa having mechanical problems which required remedial work in the fourth quarter of 2006 and resulted in production being restored at a lower rate. In addition, the #1 well at Habanero became uneconomic as expected in the third quarter of 2007 and was sidetracked and completed as planned in an updip location in the reservoir. Production from the sidetrack well commenced in October 2007. See the Results of Operations table for a reconciliation of the realized oil prices to average NYMEX.

Lease Operating Expenses

Lease operating expenses for 2007 decreased by 4% to $27.8 million compared to $28.9 million for the same period in 2006. The decrease was primarily due to the sale of the Mobile Bay 952,953,955 Field effective May 1, 2007, lower throughput charges at Habanero and the shut-in of our South Marsh Island 261 Field, which is scheduled to be plugged and abandoned. The decrease was partially offset by additional operating costs associated with our new discoveries.

Depreciation, Depletion and Amortization

Depreciation, depletion and amortization for 2007 and 2006 were $72.8 million and $65.3 million, respectively. The 11% increase was due to a higher depletion rate resulting from higher costs associated with our exploration and development activities in the Gulf of Mexico.

Accretion Expense

Accretion expense for 2007 and 2006 of $4.0 million and $5.0 million, respectively, represents accretion of our asset retirement obligations. See Note 10 to the Consolidated Financial Statements.

General and Administrative

General and administrative expenses for 2007, net of amounts capitalized, were $9.9 million compared to $8.6 million in 2006. The 15% increase was a result of additions to our technical staff and higher compensation costs.

Interest Expense

Interest expense increased to $34.3 million in 2007 compared to $16.5 million in 2006. This increase was due to the new debt associated with the Entrada acquisition. See Notes 7 and 14 for more details.

Income Taxes

For 2007, income tax expense was $8.5 million compared to $20.7 million in 2006. The 59% decrease was primarily due to a decrease in income before income taxes arising mainly out of the reduced oil production and increased interest expense during the year.

Total oil and gas revenues increased 29% from $141.3 million in 2005 to $182.3 million in 2006 primarily due to higher gas production and oil pricing. Total production for 2006 increased by 11% versus 2005, which was impacted by downtime for inclement weather.

Gas production during 2006 totaled 11.0 Bcf and generated $88.6 million in revenues compared to 7.8 Bcf and $64.9 million in revenues during the same period in 2005. Average gas prices realized for 2006 were $8.07 per Mcf compared to $8.35 per Mcf during the same period in 2005. The increase in production was primarily due to production from our new wells at East Cameron Block 90, North Padre Island Block 913, High Island Block 73, Brazos Block 405, West Cameron Block 295, High Island 165 and West Cameron 3/LA and 2005 production being negatively impacted by inclement weather. The increase in production from new properties was partially offset by normal and expected declines in production from our Habanero, High Island Block 119 and Mobile Bay area fields and older properties.

Oil production during 2006 totaled 1,634,000 barrels and generated $93.7 million in revenues compared to 1,837,000 barrels and $76.4 million in revenues for the same period in 2005. Average oil prices realized in 2006 were $57.33 per barrel compared to $41.61 per barrel in 2005. Oil production decreased during 2006 primarily due to a normal and expected decline at Habanero. See the Results of Operations table for a reconciliation of the realized oil prices to average NYMEX.

Lease Operating Expenses

Lease operating expenses for 2006 increased by 18% to $28.9 million compared to $24.4 million for the same period in 2005. The increase was primarily due to new wells coming on line, higher costs for fuel and marine transportation and an increase in insurance rates for our policies which were renewed on April 1, 2006. In addition, we incurred approximately $1.5 million for pipeline repairs at our South Marsh Island Block 261 field and had downhole repairs at our Medusa field.

Depreciation, Depletion and Amortization

Depreciation, depletion and amortization for 2006 and 2005 were $65.3 million and $44.9 million, respectively. The 45% increase was due to higher production volumes and a higher average depletion rate for 2006 compared to 2005. The higher depletion rate was primarily attributable to higher costs associated with our exploration and development activities in the Gulf of Mexico and an increase in estimated costs of future development activities and capitalized asset retirement costs associated with the future site restoration, dismantlement and abandonment activities.

Accretion Expense

Accretion expense for 2006 and 2005 of $5.0 million and $3.5 million, respectively, represents accretion of our asset retirement obligations. The increase was due to the addition of plugging and abandonment obligations associated with new discoveries and an increase in plugging and abandonment cost estimates. See Note 10 to the Consolidated Financial Statements.

General and Administrative

General and administrative expenses for 2006, net of amounts capitalized, were $8.6 million compared to $8.1 million in 2005. We recognized non-cash charges of approximately $1.1 million in the third quarter of 2006 for the vesting of 20% of restricted shares granted in August 2006. General and administrative expenses for 2005 included non-cash charges of $930,000 recognized in the second quarter of 2005 for the accelerated vesting of performance shares pursuant to the terms of the plan due to deaths or disability for an executive officer and two directors of the Company. See Note 3 for more details.

Interest Expense

Interest expense was relatively consistent in 2006 in the amount of $16.5 million compared to $16.7 million in 2005.

Income Taxes

For 2006, we had income tax expense of $20.7 million compared to $13.2 million in 2005. The 57% increase was primarily due to an increase in income before income taxes.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

Commodity Price Risk

The Company’s revenues are derived from the sale of its crude oil and natural gas production. The prices for oil and gas remain extremely volatile and sometimes experience large fluctuations as a result of relatively small changes in supply, weather conditions, economic conditions and government actions. From time to time, the Company enters into derivative financial instruments to manage oil and gas price risk.

The Company may utilize fixed price “swaps”, which reduce the Company’s exposure to decreases in commodity prices and limit the benefit the Company might otherwise have received from any increases in commodity prices.

The Company may utilize price “collars” to reduce the risk of changes in oil and gas prices. Under these arrangements, no payments are due by either party as long as the market price is above the floor price and below the ceiling price set in the collar. If the price falls below the floor, the counter-party to the collar pays the difference to the Company, and if the price rises above the ceiling, the counter-party receives the difference from the Company.

Callon may purchase “puts” which reduce the Company’s exposure to decreases in oil and gas prices while allowing realization of the full benefit from any increases in oil and gas prices. If the price falls below the floor, the counter-party pays the difference to the Company.

The Company enters into these various agreements from time to time to reduce the effects of volatile oil and gas prices and does not enter into derivative transactions for speculative purposes. However, certain of the Company’s derivative positions may not be designated as hedges for accounting purposes. See Note 8 to the Consolidated Financial Statements for a description of the Company’s hedged position at December 31, 2007.

Based on projected annual sales volumes for 2008 (excluding incremental production from 2007 exploratory drilling), a 10% decline in the prices Callon receives for its crude oil and natural gas production would have an approximate $15 million impact on our revenues.

Interest Rate Risk

The Company’s $200 million senior revolving credit facility arranged by Merrill Lynch Capital Corporation bears interest at a variable LIBOR-based rate. As a result, an increase in LIBOR would increase the interest cost associated with this facility and would have a negative impact on the Company’s results of operations and cash flows. As of December 31, 2007, the Company had $200 million of borrowings outstanding under the facility and had an interest rate swap in place to reduce its risk associated with changes in interest rates on $25 million of this variable rate debt for a remaining period of three months. See Note 8 to the consolidated financial statements for a description of the interest rate hedge and Note 7 for the Company’s outstanding debt at December 31, 2007.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

			Page
Report of Independent Registered Public Accounting Firm			43
Consolidated Balance Sheets as of December 31, 2007 and 2006			44
Consolidated Statements of Operations for Each of the Three Years in the Period Ended December 31, 2007			45
Consolidated Statements of Stockholders’ Equity for Each of the Three Years in the Period Ended December 31, 2007			46
Consolidated Statements of Cash Flows for Each of the Three Years in the Period Ended December 31, 2007			47
Notes to Consolidated Financial Statements			48

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of
Callon Petroleum Company

     We have audited the accompanying consolidated balance sheets of Callon Petroleum Company as of December 31, 2007 and 2006, and the related consolidated statements of operations, stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2007. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

     We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

     In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Callon Petroleum Company as of December 31, 2007 and 2006, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2007, in conformity with U.S. generally accepted accounting principles.

     As discussed in Note 2 to the financial statements, in 2007 the Company changed its method of accounting for income taxes and in 2006 the Company changed its method of accounting for stock-based compensation.

     We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Callon Petroleum Company’s internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 13, 2008, expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

New Orleans, Louisiana
March 13, 2008

CALLON PETROLEUM COMPANY
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)

		December 31,
		2007				2006
ASSETS
Current assets:
Cash and cash equivalents		$	53,250			$	1,896
Accounts receivable			22,073				32,166
Restricted investments			100				4,306
Fair market value of derivatives			—				13,311
Other current assets			6,592				5,973
Total current assets			82,015				57,652
Oil and gas properties, full-cost accounting method:
Evaluated properties			1,349,904				1,096,907
Less accumulated depreciation, depletion and amortization			(738,374	)			(604,682	)
			611,530				492,225
Unevaluated properties excluded from amortization			70,176				54,802
Total oil and gas properties			681,706				547,027
Other property and equipment, net			1,986				1,996
Restricted investments			4,525				1,935
Investment in Medusa Spar LLC			12,673				12,580
Other assets, net			9,577				4,337
Total assets		$	792,482			$	625,527
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities		$	37,698			$	46,611
Asset retirement obligations			9,810				14,355
Fair market value of derivatives			5,205				—
Current maturities of long-term debt			—				213
Total current liabilities			52,713				61,179
Long-term debt			392,012				225,521
Asset retirement obligations			27,027				26,824
Deferred tax liability			32,190				30,054
Other long-term liabilities			1,465				586
Total liabilities			505,407				344,164
Stockholders’ equity:
Preferred Stock, $.01 par value; 2,500,000 shares authorized;			—				—
Common Stock, $.01 par value; 30,000,000 shares authorized; 20,891,145 shares and 20,747,773 shares issued outstanding at December 31, 2007 and 2006, respectively			209				207
Capital in excess of par value			223,336				220,785
Other comprehensive income (loss)			(3,383	)			8,652
Retained earnings			66,913				51,719
Total stockholders’ equity			287,075				281,363
Total liabilities and stockholders’ equity		$	792,482			$	625,527

The accompanying notes are an integral part of these financial statements.

Callon Petroleum Company