<PAGE>
   As filed with the Securities and Exchange Commission on October 16, 2003.

                                                      REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                            CALLON PETROLEUM COMPANY
             (Exact Name of Registrant as Specified in Its Charter)

              DELAWARE                                   64-0844345
    (State or Other Jurisdiction                      (I.R.S. Employer
  of Incorporation or Organization)                Identification Number)

                             200 NORTH CANAL STREET
                           NATCHEZ, MISSISSIPPI 39120
                    (Address of Principal Executive Offices)


                            CALLON PETROLEUM COMPANY
                      EMPLOYEE SAVINGS AND PROTECTION PLAN
                            (Full Title of the Plan)

                                JOHN S. WEATHERLY
                             200 NORTH CANAL STREET
                           NATCHEZ, MISSISSIPPI 39120
                     (Name and Address of Agent For Service)

                                 (601) 442-1601
          (Telephone Number, Including Area Code, of Agent For Service)

                                    Copy to:
                              HAYNES AND BOONE, LLP
                           1000 LOUISIANA, SUITE 4300
                              HOUSTON, TEXAS 77002
                            ATTN: GEORGE G. YOUNG III
                                 (713) 547-2000


                         CALCULATION OF REGISTRATION FEE


<TABLE>
<CAPTION>
                                                                   PROPOSED
                                                                    MAXIMUM       PROPOSED MAXIMUM     AMOUNT OF
                TITLE OF                       AMOUNT TO BE     OFFERING PRICE       AGGREGATE        REGISTRATION
       SECURITIES TO BE REGISTERED              REGISTERED       PER SHARE (1)   OFFERING PRICE (1)     FEE (1)
       ---------------------------             ------------     --------------   ------------------   ------------
<S>                                         <C>                 <C>              <C>                  <C>
             Common Stock (2)               450,000 shares (3)      $7.59            $3,415,500          $276.32
</TABLE>

(1) Computed pursuant to Rule 457 (c) and (h) of the Securities Act of 1933, as
amended (the "Securities Act"), based on the average of the high and low sale
prices on October 13, 2003, as reported by the New York Stock Exchange composite
tape ($7.59 per share).

(2) Includes preferred stock purchase rights pursuant to the Rights Agreement,
dated as of March 30, 2000, between the Registrant and American Stock Transfer
and Trust Company, as rights agent. In addition, pursuant to Rule 416(c) under
the Securities Act, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the Callon Petroleum
Employee Savings and Protection Plan described herein.

(3)  Estimated solely for purposes of calculating the registration fee.


================================================================================

<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Information required by Part I of Form S-8 (Items 1 and 2) will be sent
or given to participants in the Callon Petroleum Company Employee Savings and
Protection Plan (the "Plan") as specified by Rule 428(b)(1) under the Securities
Act of 1933, as amended (the "Securities Act").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by us and the Plan with the Securities
and Exchange Commission (the "Commission") pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference:

         -        Annual Report on Form 10-K for the fiscal year ended December
                  31, 2002;

         -        Annual Report on Form 11-K for the fiscal year ended December
                  31, 2002;

         -        Quarterly Reports on Form 10-Q for the quarters ended March
                  31, 2003 and June 30, 2003;

         -        Current Reports on Form 8-K dated May 13, 2003, August 11,
                  2003 and September 3, 2003; and

         -        The description of our common stock contained in the
                  Registration Statement on Form 8-B filed with the Commission
                  on October 3, 1994, including any future amendment or report
                  for the purpose of updating such description.

         All documents subsequently filed by us or the Plan pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered under the
Plan have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of the filing of such documents.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION  OF DIRECTORS AND OFFICERS.

         Section 145 of the General Corporation Law of the State of Delaware,
pursuant to which we are incorporated, provides generally and in pertinent part
that a Delaware corporation may indemnify its directors, officers, employees and
agents (or persons serving at our request as a director, officer, employee or
agent of another entity) against expenses, judgments, fines, and settlements
actually and reasonably incurred by them in connection with any civil, criminal,
administrative, or investigative suit or action except actions by or in the
right of the corporation if, in connection with the matters in issue, they acted
in good faith and in a manner they reasonably believed to be in or not opposed
to the best interests of the corporation, and in connection with any criminal
suit or proceeding, if in connection with the matters in issue, they had no
reasonable cause to believe their conduct was unlawful. Section 145 further
provides that in connection with the defense or settlement of any action by or
in the right of the corporation, a Delaware corporation may indemnify its
directors, officers, employees and agents (or persons serving at our request as
a director, officer, employee or agent of another entity) against expenses
actually



                                       2
<PAGE>
and reasonably incurred by them if, in connection with the matters in issue,
they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation, except that no
indemnification may be made in respect of any claim, issue, or matter as to
which such person has been adjudged liable to the corporation unless the
Delaware Court of Chancery or other court in which such action or suit is
brought approves such indemnification. Section 145 further permits a Delaware
corporation to grant its directors and officers additional rights of
indemnification through bylaw provisions and otherwise, and to purchase
indemnity insurance on behalf of its directors and officers. Article Eight of
our Certificate of Incorporation, as amended, provides that we may, and Article
IX of our Bylaws, as amended, provides that we shall, indemnify our directors,
officers, employees and agents (or persons serving at our request as a director,
officer, employee or agent of another entity) to the full extent of Delaware
law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         EXHIBIT
         NUMBER   DESCRIPTION
         -------  -----------

           4.1    Certificate of Incorporation of the Company, as amended
                  (incorporated by reference from Exhibit 3.1 of the Company's
                  Registration Statement on Form S-4, filed August 4, 1994, Reg.
                  No. 33-82408)

           4.2    Bylaws of the Company (incorporated by reference from Exhibit
                  3.2 of the Company's Registration Statement on Form S-4, filed
                  August 4, 1994, Reg. No. 33-82408)

           4.3    Specimen Common Stock Certificate (incorporated by reference
                  from Exhibit 4.1 of the Company's Registration Statement on
                  Form S-4, filed August 4, 1994, Reg. No. 33-82408)

           4.4    Rights Agreement between the Company and American Stock
                  Transfer & Trust Company, as Rights Agent, dated March 30,
                  2000 (incorporated by reference from Exhibit 99.1 of the
                  Company's Registration Statement on Form 8-A, filed April 6,
                  2000)

           5.1    Opinion of Haynes and Boone, LLP

          23.1    Consent of Haynes and Boone, LLP (included in its opinion
                  filed as Exhibit 5.1)

          23.2    Consent of Ernst & Young LLP

          23.3    Consent of Horne CPA Group

          24.1    Power of attorney (included on the signature page)

         We hereby undertake that we have submitted the Plan and any amendments
thereto to the Internal Revenue Service ("IRS") in a timely manner and have made
all changes required by the IRS to qualify the Plan.



                                       3
<PAGE>
ITEM 9.       UNDERTAKINGS.

(a)      We hereby undertake:

              (1) To file, during any period in which offers or sales are being
              made, a post-effective amendment to this Registration Statement:

                  (i)   To include any prospectus required by Section 10(a)(3)
                        of the Securities Act of 1933;

                  (ii)  To reflect in the prospectus any facts or events arising
                        after the effective date of the Registration Statement
                        (or the most recent post-effective amendment thereof)
                        which, individually or in the aggregate, represent a
                        fundamental change in the information set forth in the
                        Registration Statement. Notwithstanding the foregoing,
                        any increase or decrease in volume of securities offered
                        (if the total dollar value of securities offered would
                        not exceed that which was registered) and any deviation
                        from the low or high end of the estimated maximum
                        offering range may be reflected in the form of a
                        prospectus filed with the Commission pursuant to Rule
                        424(b) if, in the aggregate, the changes in volume and
                        price represent no more than a 20% change in the maximum
                        aggregate offering price set forth in the "Calculation
                        of Registration Fee" table in the effective Registration
                        Statement;

                  (iii) To include any material information with respect to the
                        plan of distribution not previously disclosed in the
                        Registration Statement or any material change to such
                        information in the Registration Statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the registration statement is on Form S-3, Form S-8 or Form
         F-3 and the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed
         with or furnished to the Commission by us pursuant to Section 13 or
         Section 15(d) of the Securities Exchange Act of 1934 that are
         incorporated by reference in the Registration Statement.

              (2) That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

              (3) To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

(b) We hereby undertake that, for purposes of determining any liability under
the Securities Act of 1933, each filing of our annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefits plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

(h) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by us of expenses incurred or paid by a
director, officer or controlling person in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, we will, unless in the
opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by us is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.


                                       4
<PAGE>
                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Natchez, State of Mississippi, on October 15, 2003.

                              CALLON PETROLEUM COMPANY


                              By:      /s/ John S. Weatherly
                                 -------------------------------------------
                                       John S. Weatherly, Senior Vice
                                       President and Chief Financial Officer

                                POWER OF ATTORNEY

         Each of the undersigned hereby appoints Fred L. Callon and John S.
Weatherly, and each of them (with full power to act alone), as attorney and
agents for the undersigned, with full power of substitution, for and in the
name, place and stead of the undersigned, to sign and file with the Securities
and Exchange Commission under the Securities Act of 1933 any and all amendments
and exhibits to this Registration Statement and any and all applications,
instruments and other documents to be filed with the Securities and Exchange
Commission pertaining to the registration of the securities covered hereby, with
full power and authority to do and perform any and all acts and things
whatsoever requisite or desirable.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on October 15, 2003.


<TABLE>
<CAPTION>
                    SIGNATURE                                                   TITLE
                    ---------                                                   -----

<S>                                                  <C>
               /s/ Fred L. Callon                    Director, Chief Executive Officer and President
--------------------------------------------         (Principal Executive Officer)
                 Fred L. Callon

              /s/ John S. Weatherly                  Senior Vice President and Chief Financial Officer
--------------------------------------------         (Principal Accounting and Financial Officer)
               John S. Weatherly

             /s/ Dennis W. Christian                 Director, Senior Vice President and
--------------------------------------------         Chief Operating Officer
               Dennis W. Christian

               /s/ John S. Callon                    Director
--------------------------------------------
                 John S. Callon

                  /s/ Leif Dons                      Director
--------------------------------------------
                    Leif Dons

              /s/ Robert A. Stanger                  Director
--------------------------------------------
                Robert A. Stanger

               /s/ John C. Wallace                   Director
--------------------------------------------
                 John C. Wallace

               /s/ B.F. Weatherly                    Director
--------------------------------------------
                 B.F. Weatherly

              /s/ Richard O. Wilson                  Director
--------------------------------------------
                Richard O. Wilson
</TABLE>




<PAGE>
         Pursuant to the requirements of the Securities Act John S. Weatherly,
the trustee of the Plan, has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized in the City
of Natchez, State of Mississippi, on October 15, 2003.

                                     CALLON PETROLEUM COMPANY
                                     EMPLOYEE SAVINGS AND PROTECTION PLAN


                                     By:      /s/ John S. Weatherly
                                        ------------------------------------
                                              John S. Weatherly, Trustee
<PAGE>
                                INDEX TO EXHIBITS

    Exhibit       Description
    -------       -----------

     4.1           Certificate of Incorporation of the Company, as amended
                    (incorporated by reference from Exhibit 3.1 of the Company's
                    Registration Statement on Form S-4, filed August 4, 1994,
                    Reg. No. 33-82408)

     4.2           Bylaws of the Company (incorporated by reference from Exhibit
                    3.2 of the Company's Registration Statement on Form S-4,
                    filed August 4, 1994, Reg. No. 33-82408)

     4.3           Specimen Common Stock Certificate (incorporated by reference
                    from Exhibit 4.1 of the Company's Registration Statement on
                    Form S-4, filed August 4, 1994, Reg. No. 33-82408)

     4.4           Rights Agreement between the Company and American Stock
                    Transfer & Trust Company, as Rights Agent, dated March 30,
                    2000 (incorporated by reference from Exhibit 99.1 of the
                    Company's Registration Statement on Form 8-A, filed April 6,
                    2000)

     5.1           Opinion of Haynes and Boone, LLP

     23.1          Consent of Haynes and Boone, LLP (included in its opinion
                    filed as Exhibit 5.1)

     23.2          Consent of Ernst & Young LLP

     23.3          Consent of Horne CPA Group

     24.1          Power of attorney (included on the signature page)
[{"type": "S-8", "sequence": "1", "filename": "h09740sv8.txt", "description": "CALLON PETROLEUM CO.- SAVINGS & PROTECTION PLAN", "secsgml_size_bytes": 20971}]
{"company-data": {"conformed-name": "CALLON PETROLEUM CO", "cik": "0000928022", "assigned-sic": "1311", "irs-number": "640844345", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-109744", "film-number": "03943736"}, "business-address": {"street1": "200 N CANAL ST", "city": "NATCHEZ", "state": "MS", "zip": "39120", "phone": "6014421601"}, "mail-address": {"street1": "200 N CANAL ST", "city": "NATCHEZ", "state": "MS", "zip": "39120"}, "former-company": {"former-conformed-name": "CALLON PETROLEUM HOLDING CO", "date-changed": "19940805"}}
As filed with the Securities and Exchange Commission on October 16, 2003.

                                                      REGISTRATION NO. 333-
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                            CALLON PETROLEUM COMPANY
             (Exact Name of Registrant as Specified in Its Charter)

              DELAWARE                                   64-0844345
    (State or Other Jurisdiction                      (I.R.S. Employer
  of Incorporation or Organization)                Identification Number)

                             200 NORTH CANAL STREET
                           NATCHEZ, MISSISSIPPI 39120
                    (Address of Principal Executive Offices)

                            CALLON PETROLEUM COMPANY
                      EMPLOYEE SAVINGS AND PROTECTION PLAN
                            (Full Title of the Plan)

                                JOHN S. WEATHERLY
                             200 NORTH CANAL STREET
                           NATCHEZ, MISSISSIPPI 39120
                     (Name and Address of Agent For Service)

                                 (601) 442-1601
          (Telephone Number, Including Area Code, of Agent For Service)

                                    Copy to:
                              HAYNES AND BOONE, LLP
                           1000 LOUISIANA, SUITE 4300
                              HOUSTON, TEXAS 77002
                            ATTN: GEORGE G. YOUNG III
                                 (713) 547-2000

                         CALCULATION OF REGISTRATION FEE
PROPOSED
                                                                    MAXIMUM       PROPOSED MAXIMUM     AMOUNT OF
                TITLE OF                       AMOUNT TO BE     OFFERING PRICE       AGGREGATE        REGISTRATION
       SECURITIES TO BE REGISTERED              REGISTERED       PER SHARE (1)   OFFERING PRICE (1)     FEE (1)
       ---------------------------             ------------     --------------   ------------------   ------------
Common Stock (2)               450,000 shares (3)      $7.59            $3,415,500          $276.32
(1) Computed pursuant to Rule 457 (c) and (h) of the Securities Act of 1933, as
amended (the "Securities Act"), based on the average of the high and low sale
prices on October 13, 2003, as reported by the New York Stock Exchange composite
tape ($7.59 per share).

(2) Includes preferred stock purchase rights pursuant to the Rights Agreement,
dated as of March 30, 2000, between the Registrant and American Stock Transfer
and Trust Company, as rights agent. In addition, pursuant to Rule 416(c) under
the Securities Act, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the Callon Petroleum
Employee Savings and Protection Plan described herein.

(3)  Estimated solely for purposes of calculating the registration fee.

================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

         Information required by Part I of Form S-8 (Items 1 and 2) will be sent
or given to participants in the Callon Petroleum Company Employee Savings and
Protection Plan (the "Plan") as specified by Rule 428(b)(1) under the Securities
Act of 1933, as amended (the "Securities Act").

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by us and the Plan with the Securities
and Exchange Commission (the "Commission") pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated herein by reference:

         -        Annual Report on Form 10-K for the fiscal year ended December
                  31, 2002;

         -        Annual Report on Form 11-K for the fiscal year ended December
                  31, 2002;

         -        Quarterly Reports on Form 10-Q for the quarters ended March
                  31, 2003 and June 30, 2003;

         -        Current Reports on Form 8-K dated May 13, 2003, August 11,
                  2003 and September 3, 2003; and

         -        The description of our common stock contained in the
                  Registration Statement on Form 8-B filed with the Commission
                  on October 3, 1994, including any future amendment or report
                  for the purpose of updating such description.

         All documents subsequently filed by us or the Plan pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered under the
Plan have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of the filing of such documents.

         Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein or in any
other subsequently filed document which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.

ITEM 4.  DESCRIPTION OF SECURITIES.

         Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Not applicable.

ITEM 6.  INDEMNIFICATION  OF DIRECTORS AND OFFICERS.

         Section 145 of the General Corporation Law of the State of Delaware,
pursuant to which we are incorporated, provides generally and in pertinent part
that a Delaware corporation may indemnify its directors, officers, employees and
agents (or persons serving at our request as a director, officer, employee or
agent of another entity) against expenses, judgments, fines, and settlements
actually and reasonably incurred by them in connection with any civil, criminal,
administrative, or investigative suit or action except actions by or in the
right of the corporation if, in connection with the matters in issue, they acted
in good faith and in a manner they reasonably believed to be in or not opposed
to the best interests of the corporation, and in connection with any criminal
suit or proceeding, if in connection with the matters in issue, they had no
reasonable cause to believe their conduct was unlawful. Section 145 further
provides that in connection with the defense or settlement of any action by or
in the right of the corporation, a Delaware corporation may indemnify its
directors, officers, employees and agents (or persons serving at our request as
a director, officer, employee or agent of another entity) against expenses
actually

                                       2
and reasonably incurred by them if, in connection with the matters in issue,
they acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the corporation, except that no
indemnification may be made in respect of any claim, issue, or matter as to
which such person has been adjudged liable to the corporation unless the
Delaware Court of Chancery or other court in which such action or suit is
brought approves such indemnification. Section 145 further permits a Delaware
corporation to grant its directors and officers additional rights of
indemnification through bylaw provisions and otherwise, and to purchase
indemnity insurance on behalf of its directors and officers. Article Eight of
our Certificate of Incorporation, as amended, provides that we may, and Article
IX of our Bylaws, as amended, provides that we shall, indemnify our directors,
officers, employees and agents (or persons serving at our request as a director,
officer, employee or agent of another entity) to the full extent of Delaware
law.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

         Not applicable.

ITEM 8.  EXHIBITS.

         EXHIBIT
         NUMBER   DESCRIPTION
         -------  -----------

           4.1    Certificate of Incorporation of the Company, as amended
                  (incorporated by reference from Exhibit 3.1 of the Company's
                  Registration Statement on Form S-4, filed August 4, 1994, Reg.
                  No. 33-82408)

           4.2    Bylaws of the Company (incorporated by reference from Exhibit
                  3.2 of the Company's Registration Statement on Form S-4, filed
                  August 4, 1994, Reg. No. 33-82408)

           4.3    Specimen Common Stock Certificate (incorporated by reference
                  from Exhibit 4.1 of the Company's Registration Statement on
                  Form S-4, filed August 4, 1994, Reg. No. 33-82408)

           4.4    Rights Agreement between the Company and American Stock
                  Transfer & Trust Company, as Rights Agent, dated March 30,
                  2000 (incorporated by reference from Exhibit 99.1 of the
                  Company's Registration Statement on Form 8-A, filed April 6,
                  2000)

           5.1    Opinion of Haynes and Boone, LLP

          23.1    Consent of Haynes and Boone, LLP (included in its opinion
                  filed as Exhibit 5.1)

          23.2    Consent of Ernst & Young LLP

          23.3    Consent of Horne CPA Group

          24.1    Power of attorney (included on the signature page)

         We hereby undertake that we have submitted the Plan and any amendments
thereto to the Internal Revenue Service ("IRS") in a timely manner and have made
all changes required by the IRS to qualify the Plan.

                                       3
ITEM 9.       UNDERTAKINGS.

(a)      We hereby undertake:

              (1) To file, during any period in which offers or sales are being
              made, a post-effective amendment to this Registration Statement:

                  (i)   To include any prospectus required by Section 10(a)(3)
                        of the Securities Act of 1933;

                  (ii)  To reflect in the prospectus any facts or events arising
                        after the effective date of the Registration Statement
                        (or the most recent post-effective amendment thereof)
                        which, individually or in the aggregate, represent a
                        fundamental change in the information set forth in the
                        Registration Statement. Notwithstanding the foregoing,
                        any increase or decrease in volume of securities offered
                        (if the total dollar value of securities offered would
                        not exceed that which was registered) and any deviation
                        from the low or high end of the estimated maximum
                        offering range may be reflected in the form of a
                        prospectus filed with the Commission pursuant to Rule
                        424(b) if, in the aggregate, the changes in volume and
                        price represent no more than a 20% change in the maximum
                        aggregate offering price set forth in the "Calculation
                        of Registration Fee" table in the effective Registration
                        Statement;

                  (iii) To include any material information with respect to the
                        plan of distribution not previously disclosed in the
                        Registration Statement or any material change to such
                        information in the Registration Statement;

         provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
         apply if the registration statement is on Form S-3, Form S-8 or Form
         F-3 and the information required to be included in a post-effective
         amendment by those paragraphs is contained in periodic reports filed
         with or furnished to the Commission by us pursuant to Section 13 or
         Section 15(d) of the Securities Exchange Act of 1934 that are
         incorporated by reference in the Registration Statement.

              (2) That, for the purpose of determining any liability under the
                  Securities Act of 1933, each such post-effective amendment
                  shall be deemed to be a new registration statement relating to
                  the securities offered therein, and the offering of such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

              (3) To remove from registration by means of a post-effective
                  amendment any of the securities being registered which remain
                  unsold at the termination of the offering.

(b) We hereby undertake that, for purposes of determining any liability under
the Securities Act of 1933, each filing of our annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefits plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

(h) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by us of expenses incurred or paid by a
director, officer or controlling person in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, we will, unless in the
opinion of our counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by us is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.

                                       4
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Natchez, State of Mississippi, on October 15, 2003.

                              CALLON PETROLEUM COMPANY

                              By:      /s/ John S. Weatherly
                                 -------------------------------------------
                                       John S. Weatherly, Senior Vice
                                       President and Chief Financial Officer

                                POWER OF ATTORNEY

         Each of the undersigned hereby appoints Fred L. Callon and John S.
Weatherly, and each of them (with full power to act alone), as attorney and
agents for the undersigned, with full power of substitution, for and in the
name, place and stead of the undersigned, to sign and file with the Securities
and Exchange Commission under the Securities Act of 1933 any and all amendments
and exhibits to this Registration Statement and any and all applications,
instruments and other documents to be filed with the Securities and Exchange
Commission pertaining to the registration of the securities covered hereby, with
full power and authority to do and perform any and all acts and things
whatsoever requisite or desirable.

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on October 15, 2003.
SIGNATURE                                                   TITLE
                    ---------                                                   -----
/s/ Fred L. Callon                    Director, Chief Executive Officer and President
--------------------------------------------         (Principal Executive Officer)
                 Fred L. Callon

              /s/ John S. Weatherly                  Senior Vice President and Chief Financial Officer
--------------------------------------------         (Principal Accounting and Financial Officer)
               John S. Weatherly

             /s/ Dennis W. Christian                 Director, Senior Vice President and
--------------------------------------------         Chief Operating Officer
               Dennis W. Christian

               /s/ John S. Callon                    Director
--------------------------------------------
                 John S. Callon

                  /s/ Leif Dons                      Director
--------------------------------------------
                    Leif Dons

              /s/ Robert A. Stanger                  Director
--------------------------------------------
                Robert A. Stanger

               /s/ John C. Wallace                   Director
--------------------------------------------
                 John C. Wallace

               /s/ B.F. Weatherly                    Director
--------------------------------------------
                 B.F. Weatherly

              /s/ Richard O. Wilson                  Director
--------------------------------------------
                Richard O. Wilson
Pursuant to the requirements of the Securities Act John S. Weatherly,
the trustee of the Plan, has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized in the City
of Natchez, State of Mississippi, on October 15, 2003.

                                     CALLON PETROLEUM COMPANY
                                     EMPLOYEE SAVINGS AND PROTECTION PLAN

                                     By:      /s/ John S. Weatherly
                                        ------------------------------------
                                              John S. Weatherly, Trustee
INDEX TO EXHIBITS

    Exhibit       Description
    -------       -----------

     4.1           Certificate of Incorporation of the Company, as amended
                    (incorporated by reference from Exhibit 3.1 of the Company's
                    Registration Statement on Form S-4, filed August 4, 1994,
                    Reg. No. 33-82408)

     4.2           Bylaws of the Company (incorporated by reference from Exhibit
                    3.2 of the Company's Registration Statement on Form S-4,
                    filed August 4, 1994, Reg. No. 33-82408)

     4.3           Specimen Common Stock Certificate (incorporated by reference
                    from Exhibit 4.1 of the Company's Registration Statement on
                    Form S-4, filed August 4, 1994, Reg. No. 33-82408)

     4.4           Rights Agreement between the Company and American Stock
                    Transfer & Trust Company, as Rights Agent, dated March 30,
                    2000 (incorporated by reference from Exhibit 99.1 of the
                    Company's Registration Statement on Form 8-A, filed April 6,
                    2000)

     5.1           Opinion of Haynes and Boone, LLP

     23.1          Consent of Haynes and Boone, LLP (included in its opinion
                    filed as Exhibit 5.1)

     23.2          Consent of Ernst & Young LLP

     23.3          Consent of Horne CPA Group

     24.1          Power of attorney (included on the signature page)