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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)

1. Name and Address of Reporting Person * MAYFIELD ROBERT A   2. Issuer Name and Ticker or Trading Symbol CALLON PETROLEUM CO [CPE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Corporate Secretary (Last) (First) (Middle) 200 NORTH CANAL STREET 3. Date of Earliest Transaction (Month/Day/Year) 07/14/2005 (Street) NATCHEZ, MS 391203212 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) 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) Code V Amount (A) or (D) Price Common Stock 07/14/2005 07/14/2005 M V 2,200 (1) A $ 16.51 19,380 D   Common Stock 07/14/2005 07/14/2005 F V 803 (2) D $ 16.51 18,577 D   Common Stock               4,013 (3) I By 401(k)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

2004 Performance Shares

$ 13.71

07/14/2005

07/14/2005

M

V

2,200

05/05/2005(4)

07/14/2014

Common Stock

2,200

$ 16.51

8,800

D

Stock Option (Right to Buy)

$ 12

02/23/1997

08/23/2006

Common Stock

16,000

16,000

D

Stock Option (Right to Buy)

$ 9

09/05/1999

03/05/2009

Common Stock

7,000

7,000

D

Stock Option (Right to Buy)

$ 10.5

09/23/2000

03/23/2010

Common Stock

17,500

17,500

D

Stock Option (Right to Buy)

$ 4.5

01/13/2003

07/12/2012

Common Stock

4,800

4,800

D

Stock Option (Right to Buy)

$ 3.7

02/24/2003

08/23/2012

Common Stock

3,250

3,250

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MAYFIELD ROBERT A 200 NORTH CANAL STREET NATCHEZ, MS 391203212			Corporate Secretary

Signatures

/s/ MAYFIELD, ROBERT A.		07/15/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Represents shares acquired as a result of partial vesting of Performance Stock previously awarded - see corresponding derivative transaction.
(2)	Represents disposition of shares previously reported and subject to certain vesting provisions. Issuer withheld shares to satisfy federal and state withholding tax liability associated with fair market value of securities vested.
(3)	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.
(4)	Performance Stock awarded July 14, 2004. These shares vest in five equal annual installments beginning on July 14, 2005.

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