<PAGE>
    As filed with the Securities and Exchange Commission on October 21, 2002.

                                                     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
                            2002 STOCK INCENTIVE 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)(3)                 350,000 shares        $4.575           $1,601,250          $147.32
===============================================================================================================
</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 15, 2002, as reported by the New York Stock Exchange composite
tape ($4.575 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(a) under
the Securities Act, this registration statement also registers an indeterminate
number of additional shares as may become issuable under the anti-dilution
provisions of the Callon Petroleum 2002 Stock Incentive Plan in connection with
stock splits, stock dividends and similar transactions.

(3) 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 2002 Stock Incentive Plan
described herein.

================================================================================
<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 2002 Stock Incentive
Plan as specified by Rule 428(b)(1) under the Securities Act of 1933.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by us 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:

         o   Annual Report on Form 10-K for the fiscal year ended December 31,
             2001;

         o   Quarterly Report on Form 10-Q for the quarter ended March 31, 2002;

         o   Quarterly Report on Form 10-Q for the quarter ended June 30, 2002;

         o   Current Reports on Form 8-K filed on July 1, July 9, August 14,
             September 19, and October 1, 2002; and

         o   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 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.

         After reasonable efforts, we have not been able to obtain the written
consent of Arthur Andersen LLP to the incorporation by reference of its report
into this Registration Statement. We have dispensed with the requirement to file
the written consent of Arthur Andersen LLP in reliance on Rule 437a promulgated
under the Securities Act. Since we have not been able to obtain the written
consent of Arthur Andersen LLP, you will not be able to recover against Arthur
Andersen LLP under Section 11 of the Securities Act for any untrue statements of
material fact contained in the financial statements audited by Arthur Andersen
LLP incorporated by reference herein or any omissions to state a material fact
required to be stated herein.

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,

                                       2
<PAGE>
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 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 Arthur Andersen LLP (omitted pursuant to Rule
                    437a under the Securities Act)

          24.1      Power of attorney (included on the signature page)

          99.1      The Company's 2002 Stock Incentive Plan (incorporated by
                    reference from Exhibit 10.13 of the Company's Annual Report
                    on Form 10-K, filed April 1, 2002)

                                       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 21, 2002.

                                      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 21, 2002.


              SIGNATURE                                        TITLE
              ---------                                        -----

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

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

       /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



                                       5
<PAGE>
                                INDEX TO EXHIBITS

<Table>
<Caption>
    EXHIBIT       DESCRIPTION
    -------       -----------
<S>               <C>
       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 Arthur Andersen LLP (omitted pursuant to Rule 437a
                  under the Securities Act)

       24.1       Power of attorney (included on the signature page)

       99.1       The Company's 2002 Stock Incentive Plan (incorporated by
                  reference from Exhibit 10.13 of the Company's Annual Report on
                  Form 10-K, filed April 1, 2002)
</TABLE>

                                       6
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{"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": "333-100646", "film-number": "02793755"}, "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 21, 2002.

                                                     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
                            2002 STOCK INCENTIVE 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)(3)                 350,000 shares        $4.575           $1,601,250          $147.32
===============================================================================================================
(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 15, 2002, as reported by the New York Stock Exchange composite
tape ($4.575 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(a) under
the Securities Act, this registration statement also registers an indeterminate
number of additional shares as may become issuable under the anti-dilution
provisions of the Callon Petroleum 2002 Stock Incentive Plan in connection with
stock splits, stock dividends and similar transactions.

(3) 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 2002 Stock Incentive Plan
described herein.

================================================================================
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 2002 Stock Incentive
Plan as specified by Rule 428(b)(1) under the Securities Act of 1933.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by us 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:

         o   Annual Report on Form 10-K for the fiscal year ended December 31,
             2001;

         o   Quarterly Report on Form 10-Q for the quarter ended March 31, 2002;

         o   Quarterly Report on Form 10-Q for the quarter ended June 30, 2002;

         o   Current Reports on Form 8-K filed on July 1, July 9, August 14,
             September 19, and October 1, 2002; and

         o   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 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.

         After reasonable efforts, we have not been able to obtain the written
consent of Arthur Andersen LLP to the incorporation by reference of its report
into this Registration Statement. We have dispensed with the requirement to file
the written consent of Arthur Andersen LLP in reliance on Rule 437a promulgated
under the Securities Act. Since we have not been able to obtain the written
consent of Arthur Andersen LLP, you will not be able to recover against Arthur
Andersen LLP under Section 11 of the Securities Act for any untrue statements of
material fact contained in the financial statements audited by Arthur Andersen
LLP incorporated by reference herein or any omissions to state a material fact
required to be stated herein.

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,

                                       2
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 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 Arthur Andersen LLP (omitted pursuant to Rule
                    437a under the Securities Act)

          24.1      Power of attorney (included on the signature page)

          99.1      The Company's 2002 Stock Incentive Plan (incorporated by
                    reference from Exhibit 10.13 of the Company's Annual Report
                    on Form 10-K, filed April 1, 2002)

                                       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 21, 2002.

                                      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 21, 2002.

              SIGNATURE                                        TITLE
              ---------                                        -----

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

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

       /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

                                       5
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 Arthur Andersen LLP (omitted pursuant to Rule 437a
                  under the Securities Act)

       24.1       Power of attorney (included on the signature page)

       99.1       The Company's 2002 Stock Incentive Plan (incorporated by
                  reference from Exhibit 10.13 of the Company's Annual Report on
                  Form 10-K, filed April 1, 2002)
6