Washington, D.C.  20549

Amendment No. 1


Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report
May 12, 2011
 (Date of earliest event reported)
Callon Petroleum Company Logo

Callon Petroleum Company
(Exact name of registrant as specified in its charter)

(State or other jurisdiction of
(Commission File Number)
(I.R.S. Employer
incorporation or organization)
Identification Number)

200 North Canal St.
Natchez, Mississippi  39120
(Address of principal executive offices, including zip code)

(601) 442-1601
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Explanatory Note

Callon Petroleum Company (the “Company”) is filing this Amendment No. 1 on Form 8-K/A to its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (“SEC”) on May 13, 2011 (the “Original Filing”) solely to disclose, as required by SEC regulations, the Company’s determination of the frequency of future advisory votes on executive compensation.  This Amendment No.1 does not otherwise amend or revise the Original Filing.

Section 5 — Corporate Governance and Management

Item 5.07.  Submission of Matters to a Vote of Security Holders.

As reported in the Original Filing, at the Company’s 2011 Annual Meeting of shareholders held on May 12, 2011, the Company’s shareholders approved, on an advisory (non-binding) basis, holding an annual advisory vote on executive compensation.  Consistent with the voting results at the annual meeting, the Company has determined to hold an annual non-binding advisory vote on executive compensation.  Accordingly, the Company will request an advisory vote on executive compensation annually through 2017, when the next shareholder vote on the frequency of say-on-pay votes is required under Section 14A of the Securities Exchange Act of 1934, as amended, or until the Board of Directors otherwise determines that a different frequency for such votes is in the best interests of the Company’s shareholders.




Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Callon Petroleum Company
October 4, 2011
By:  /s/ B. F. Weatherly
B. F. Weatherly
Executive Vice President and Chief Financial Officer