Form 4/A WEATHERLY B F For: Nov 16 (10K)

FORM 4/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WEATHERLY B F

(Last)

(First)

(Middle)

200 NORTH CANAL STREET

(Street)

NATCHEZ

391203212

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CALLON PETROLEUM CO [CPE]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Vice President/ CFO

3. Date of Earliest Transaction (Month/Day/Year)
11/16/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)
11/19/2007

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/16/2007	11/16/2007	C	V	563 ⁽¹⁾	A	$ 15.85	22,264	I	Jt. Ten. with Spouse
Common Stock	11/16/2007		C	V	11,250	A	$ 15.85	33,514	I	Jt. Ten. with Spouse
Common Stock	11/16/2007		F	V	3,539	D	$ 15.85	29,975	I	Jt. Ten. with Spouse
Common Stock								460	I	401(k) Account ⁽²⁾
Common Stock								2,288	I	IRA Account

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

2006 Restricted Shares

$ 15.93

11/16/2007

11,250

11/16/2007⁽³⁾

11/16/2010

Common Stock

11,250

$ 15.85

33,750

2004 Performance Shares

$ 13.82

05/05/2005⁽⁴⁾

07/14/2014

Common Stock

10,000

Stock Option (Right to Buy)

$ 9.47

11/29/1998

05/29/2008

Common Stock

5,000

Stock Option (Right to Buy)

$ 10.97

10/30/1999

04/30/2009

Common Stock

5,000

Stock Option (Right to Buy)

$ 13.56

11/10/2000

05/10/2010

Common Stock

5,000

Stock Option (Right to Buy)

$ 10.5

01/25/2001

07/25/2010

Common Stock

20,000

Stock Option (Right to Buy)

$ 11.61

11/05/2001

05/04/2011

Common Stock

5,000

Stock Option (Right to Buy)

$ 12.4

11/08/2004

05/06/2014

Common Stock

5,000

Stock Option (Right to Buy)

$ 13.71

11/05/2005

05/05/2015

Common Stock

5,000

Stock Options (Right to Buy)

$ 5.12

11/03/2003

05/02/2013

Common Stock

5,000

Stock Option (Right to Buy)

$ 6.05

11/09/2002

05/08/2012

Common Stock

5,000

Explanation of Responses:

1. These shares were omitted from the reporting person's original Form 4 and also omitted from nine (9) Form 4's filed by the reporting person subsequent to the filing date of the original Form 4.

2. The number of shares reported is calculated by dividing the total market value of the reporting person's account balance within the Callon Petroleum Company Employee Savings and Protection Plan (401(k) Plan) on the day prior to this Form 4 reporting date by the closing market price per share on that day.

3. Restricted shares awarded November 16, 2006. Vesting will occur 25% on each anniversary date beginning on November 16, 2007.

4. Performance Stock awarded July 14, 2004. These shares vest in five equal annual installments beginning on July 14, 2005.

	By: Robert A. Mayfield as Attorney-in-fact for	11/19/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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