Sec Form 4 Filing - TILLEY KATHY G @ CALLON PETROLEUM CO - 2004-03-09

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 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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1. Name and Address of Reporting Person TILLEY KATHY G 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) VP, Business Development (Last) (First) (Middle) 200 NORTH CANAL STREET 3. Date of Earliest Transaction (MM/DD/YY) 03/09/2004 (Street) NATCHEZ, MS391203212 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/09/2004 03/09/2004 F 3,080 ( 1 ) D $ 0 42,596 D Common Stock 6,671 ( 2 ) I By 401(k)

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Stock Option (Right to Buy) $ 4.5 03/02/2004 03/09/2004 D V 13,500 01/13/2003 07/12/2012 Common Stock 13,500 ( 3 ) 0 D Stock Option (Right to Buy) $ 10 03/09/2004 03/09/2004 D V 30,000 01/14/1995 07/14/2004 Common Stock 30,000 ( 3 ) 0 D Stock Option (Right to Buy) $ 12 03/09/2004 03/09/2004 D V 55,000 02/23/1997 08/23/2006 Common Stock 55,000 ( 3 ) 0 D Stock Option (Right to Buy) $ 9.47 03/09/2004 03/09/2004 D V 30,000 02/20/1999 08/20/2008 Common Stock 30,000 ( 3 ) 0 D Stock Option (Right to Buy) $ 9 03/09/2004 03/09/2004 D V 25,000 09/05/1999 03/05/2009 Common Stock 25,000 ( 3 ) 0 D Stock Option (Right to Buy) $ 10.5 03/09/2004 03/09/2004 D V 48,000 09/23/2000 03/23/2010 Common Stock 48,000 ( 3 ) 0 D Stock Option (Right to Buy) $ 3.7 03/09/2004 03/09/2004 D V 9,000 02/24/2003 08/23/2012 Common Stock 9,000 ( 3 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TILLEY KATHY G 200 NORTH CANAL STREET NATCHEZ, MS391203212 VP, Business Development Signatures /s/ TILLEY, KATHY G. 03/11/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )The ending number of shares represents the reporting person's account value divided by the closing quoted price on the NYSE on the date of this report. ( 3 )The provisions of a certain Retirement Package and Release Agreement (the "Agreement") dated March 9, 2004 and executed between the reporting party and Callon Petroleum Company, include, among other things, a monetary payment. Another provision is that the existing option award agreements will be placed in escrow until such time as all monetary payments (a portion of which is allocated to the existing option awards) has been paid. Under the terms of the Agreement, the final payment is scheduled to be on March 9, 2005.

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).

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