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                              September 15, 2020

       James P. Ulm, II
       Chief Financial Officer
       Callon Petroleum Company
       2000 W. Sam Houston Parkway South
       Suite 2000
       Houston, Texas 77042

                                                        Re: Callon Petroleum
Company
                                                            Form 10-K for the
Fiscal Year Ended December 31, 2019
                                                            Filed February 28,
2020
                                                            File No. 001-14039

       Dear Mr. Ulm:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Form 10-K for the Fiscal Year Ended December 31, 2019

       Business and Properties
       Proved Oil and Gas Reserves, page 10

   1.                                                   To the extent that you
disclose material additions to your proved reserves, expand your
                                                        disclosure to provide a
general discussion of the technologies used to establish the
                                                        appropriate level of
certainty for your reserves estimates. Refer to Item 1202(a)(6) of
                                                        Regulation S-K.
       Proved Undeveloped Reserves, page 12

   2.                                                   Your disclosure of net
revisions of previous estimates in this section identifies multiple
                                                        factors impacting your
proved undeveloped reserves without indicating the specific
                                                        amount attributable to
each factor. For example, your discussion states,    We had net
                                                        revisions of 23.0 MMBoe
to PUDs in 2019. These revisions reflect the impact of well
 James P. Ulm, II
FirstName  LastNameJames
Callon Petroleum  Company P. Ulm, II
Comapany 15,
September  NameCallon
               2020    Petroleum Company
September
Page 2     15, 2020 Page 2
FirstName LastName
         spacing tests on certain PUD estimates and reclassifications of
certain PUDs within our
         optimized development plans that were moved outside of the five-year
development
         window as well as the adverse effect of pricing and other economic
factors.    Expand your
         disclosure to identify the specific amount attributable to each factor
that resulted in
         changes to your PUDs. Any figures that are net of both positive and
negative factors
         should be separately identified and quantified such that the material
changes in each line
         item are fully quantified. Refer to Item 1203(b) of Regulation S-K.
Drilling Activiity, page 13

3.       Explain your rationale for classifying the productive exploratory
wells you drilled in each
         of the last three years. Refer to the definition of a productive well
in Item 1205(b)(2) of
         Regulation S-K and the definitions of an exploratory well and an
extension well in Rule 4-
         10(a)(13) and (a)(14) of Regulation S-X, respectively. To the extent
that your exploratory
         wells do not meet the criteria for classification as productive
exploratory wells, revise
         your disclosure accordingly.
Notes to Consolidated Financial Statements
Note 19-Supplemental Information on Oil and Natural Gas Operations (Unaudited)
Estimated Reserves, page 97

4.       Revise your disclosure to explain the changes in your total proved
reserves for each line
         item shown in the reconciliation, other than production, during each
of the periods
         presented. Your revised disclosure should separately identify and
quantify each factor,
         including offsetting factors, such that the change to each line item
is fully explained.

         In particular, disclosure relating to revisions in previous estimates
should indicate the
         extent to which changes were caused by economic factors, such as costs
and commodity
         prices, well performance, uneconomic proved undeveloped locations, or
the removal of
         proved undeveloped locations due to changes in a previously adopted
development plan.
         Refer to FASB ASC 932-235-50-5.
5.       The changes disclosed in total proved reserves attributed to
extensions and discoveries
         appear to be significantly greater than the corresponding change in
the proved
         undeveloped reserves, exceeding the quantities attributed to proved
undeveloped by
         approximately 29%, 33% and 36%, for the periods ending December 31,
2019, 2018 and
         2017, respectively. Expand your discussion of the changes in total
proved reserves
         attributed to extensions and discoveries to explain the reason(s) for
these differences.
         Refer to FASB ASC 932-235-50-5.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

         You may contact Sandra Wall, Petroleum Engineer, at (202) 551-4727 if
you have any
 James P. Ulm, II
Callon Petroleum Company
September 15, 2020
Page 3

questions regarding the engineering comments. Please contact Ethan Horowitz,
Branch Chief, at
(202) 551-3311 with any other questions.



FirstName LastNameJames P. Ulm, II                       Sincerely,
Comapany NameCallon Petroleum Company
                                                         Division of
Corporation Finance
September 15, 2020 Page 3                                Office of Energy &
Transportation
FirstName LastName