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<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>


<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="center" style="font-size: 10pt; margin-top: 18pt">As Filed With the Securities and Exchange Commission on August&nbsp;16, 2005
</DIV>


<DIV align="right" style="font-size: 10pt; margin-top: 12pt">Registration Statement No. <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
</DIV>


<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 1pt solid black; font-size: 1pt">&nbsp;</DIV>






<DIV align="center" style="font-size: 14pt; margin-top: 12pt"><B>SECURITIES AND EXCHANGE COMMISSION</B>
</DIV>

<DIV align="center" style="font-size: 12pt"><B>Washington, D.C. 20549</B>
</DIV>

<DIV align="center" style="font-size: 18pt; margin-top: 12pt"><B>FORM S-8</B>
</DIV>

<DIV align="center" style="font-size: 12pt"><B>REGISTRATION STATEMENT
<BR>
UNDER<BR>
 THE SECURITIES ACT of 1933</B></DIV>


<DIV align="center" style="font-size: 24pt; margin-top: 12pt"><B><FONT style="border-bottom: 1px solid #000000">DELTA PETROLEUM CORPORATION</FONT></B>
</DIV>

<DIV align="center" style="font-size: 10pt">(Exact Name of Registrant in its Charter)</DIV>


<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="47%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="47%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD align="center" valign="top">Colorado
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">84-1060803</TD>
</TR>
<TR style="font-size: 1px">
    <TD align="center" valign="top" style="border-top: 1px solid #000000">&nbsp;
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top" style="border-top: 1px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top">(State or other jurisdiction of<BR>
incorporation or organization)
</TD>
    <TD>&nbsp;</TD>
    <TD align="center" valign="top">(I.R.S. Employer Identification No.)</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt">Suite&nbsp;4300, 370 17th Street, Denver, Colorado 80202<BR>
(303)&nbsp;293-9133</DIV>

<DIV align="center"><DIV style="font-size: 3pt; margin-top: 1pt; width: 28%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>

<DIV align="center" style="font-size: 10pt">(Address and telephone number of principal</DIV>


<DIV align="center" style="font-size: 10pt">executive offices and principal place of business)</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><FONT style="border-bottom: 1px solid #000000">Delta Petroleum Corporation 2004 Incentive Plan</FONT><BR>
(Full title of plan)</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt">Roger A. Parker, Chief Executive Officer<BR>
Delta Petroleum Corporation<BR>
Suite&nbsp;4300, 370 17th Street<BR>
Denver, Colorado 80202<BR>
(303)&nbsp;293-9133</DIV>

<DIV align="center"><DIV style="font-size: 3pt; margin-top: 1pt; width: 22%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>

<DIV align="center" style="font-size: 10pt">(Name, address and telephone</DIV>


<DIV align="center" style="font-size: 10pt">number of agent for service)</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 12pt">Copy to:<BR>
STANLEY F. FREEDMAN, ESQ.<BR>
Krys Boyle, P.C.<BR>
600 Seventeenth Street, Suite&nbsp;2700 South<BR>
Denver, Colorado 80202-5427<BR>
(303)&nbsp;893-2300</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt">CALCULATION OF REGISTRATION FEE</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="1%">&nbsp;</TD>
    <TD width="54%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD><!-- VRule -->
    <TD width="2%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD><!-- VRule -->
    <TD width="2%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD><!-- VRule -->
    <TD width="2%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD><!-- VRule -->
    <TD width="2%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>

    <TD width="1%">&nbsp;</TD>
</TR><TR style="font-size: 1px" valign="bottom">
    <TD nowrap align="left" colspan="23" style="border-bottom: 3px solid #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Proposed</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Proposed</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Maximum</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Maximum</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD nowrap align="center">Title of Class of</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Offering</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Aggregate</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Amount of</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD nowrap align="center">Securities to be</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Amount to be</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Price</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Offering</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Registration</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">    <TD width="1%">&nbsp;</TD>

    <TD nowrap align="center">Registered</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Registered</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Per Share</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Price</TD>
    <TD style="border-right: 2px solid #000000">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Fee</TD>
    <TD width="1%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
                    <TD style="border-top: 2px solid #000000"><DIV style="margin-left:15px; text-indent:-15px">Common Stock,
$.01 Par Value</DIV></TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="right" style="border-top: 2px solid #000000">959,700</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD nowrap align="right" style="border-top: 2px solid #000000">$</TD>
    <TD align="right" style="border-top: 2px solid #000000">14.79 </TD>
    <TD nowrap style="border-top: 2px solid #000000">(1)</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD nowrap align="right" style="border-top: 2px solid #000000">$</TD>
    <TD align="right" style="border-top: 2px solid #000000">14,193,963</TD>
    <TD nowrap style="border-top: 2px solid #000000">(1)</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="right" style="border-top: 2px solid #000000">$</TD>
    <TD align="right" style="border-top: 2px solid #000000">1,670.63</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000"><DIV style="margin-left:15px; text-indent:-15px">Common Stock,
$.01 Par Value</DIV></TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="right" style="border-top: 2px solid #000000">690,300</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD nowrap align="right" style="border-top: 2px solid #000000">$</TD>
    <TD align="right" style="border-top: 2px solid #000000">18.45 </TD>
    <TD nowrap style="border-top: 2px solid #000000">(2)</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD nowrap align="right" style="border-top: 2px solid #000000">$</TD>
    <TD align="right" style="border-top: 2px solid #000000">12,736,035</TD>
    <TD nowrap style="border-top: 2px solid #000000">(2)</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="right" style="border-top: 2px solid #000000">$</TD>
    <TD align="right" style="border-top: 2px solid #000000">1,499.03</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000"><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD colspan="3" align="center" style="border-top: 2px solid #000000">Total</TD>
    <TD style="border-right: 2px solid #000000; border-top: 2px solid #000000">&nbsp;</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD align="right" style="border-top: 2px solid #000000">$</TD>
    <TD align="right" style="border-top: 2px solid #000000">3,169.66</TD>
    <TD style="border-top: 2px solid #000000">&nbsp;</TD>
    <TD width="1%" style="border-top: 2px solid #000000">&nbsp;</TD>
</TR>
<TR style="font-size: 1px" valign="bottom">
    <TD nowrap align="left" colspan="23" style="border-top: 3px solid #000000">&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 15px; text-indent: -15px">(1)&nbsp;Estimated solely for the purpose of computing the amount of registration fee based on the
weighted average exercise price of outstanding options to purchase 959,700 shares.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt;margin-left: 15px; text-indent: -15px">(2)&nbsp;Estimated solely for the purpose of computing the amount of registration fee based on the
closing price of Registrant&#146;s Common Stock on the Nasdaq National Market on August&nbsp;12, 2005 of
$18.45.
</DIV>


<DIV style="width: 100%; border-bottom: 1pt solid black; margin-top: 10pt; font-size: 1pt">&nbsp;</DIV>
<DIV style="width: 100%; border-bottom: 2pt solid black; font-size: 1pt">&nbsp;</DIV>





<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">REOFFER PROSPECTUS pursuant to General Instruction C of Form&nbsp;S-8
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt">PART I OF FORM S-3
</DIV>


<DIV align="center" style="font-size: 12pt; margin-top: 18pt"><B>Up to 593,000 Shares</B>
</DIV>


<DIV align="center" style="font-size: 18pt; margin-top: 18pt"><B>Delta Petroleum Corporation</B>
</DIV>


<DIV align="center" style="font-size: 12pt; margin-top: 18pt"><b>Common Stock</B>
</DIV>

<DIV align="center"><DIV style="font-size: 3pt; margin-top: 1pt; width: 26%; border-top: 1px solid #000000">&nbsp;</DIV></DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling shareholders may use this prospectus in connection with sales of up to 593,000
shares of our common stock.
</DIV>
<DIV align="center" style="font-size: 10pt; margin-top: 12pt">Trading Symbol<BR>
NASDAQ National Market<BR>
&#147;DPTR&#148;</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt">Consider carefully the risk factors beginning on page 10 of this prospectus.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling shareholders may sell the common stock at prices and on terms determined by the
market, in negotiated transactions or through underwriters. We will not receive any proceeds from
the sale of shares by the selling shareholders.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">The date of this prospectus is August&nbsp;16, 2005.
</DIV>


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV align="center" style="font-size: 10pt; margin-top: 18pt">AVAILABLE INFORMATION
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are subject to the information requirements of the Securities Exchange Act of 1934, as
amended, and in accordance therewith file reports and other information with the Securities and
Exchange Commission. Such reports and other information filed by us can be inspected and copied at
the public reference facilities of the Commission at Room&nbsp;1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549. Requests for copies should be directed to the Commission&#146;s Public
Reference Section, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. Please call
the Commission at 1-800-SEC-0330 for more information on the public reference rooms. The
Commission maintains a Web site (http://www.sec.gov) that contains reports, proxy and information
statements and other information regarding registrants, including us, that file electronically.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have filed with the Commission a Registration Statement on Form S-8 (together with all
exhibits, amendments and supplements, the &#147;Registration Statement&#148;) of which this prospectus
constitutes a part, under the Securities Act of 1933, as amended (the &#147;Securities Act&#148;). This
prospectus does not contain all of the information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules of the Commission. For further information
pertaining to us, reference is made to the Registration Statement. Statements contained in this
prospectus or any document incorporated herein by reference concerning the provisions of documents
are necessarily summaries of such documents, and each such statement is qualified in its entirety
by reference to the copy of the applicable document filed with the Commission. Copies of the
Registration Statement are on file at the offices of the Commission, and may be inspected without
charge at the offices of the Commission, the addresses of which are set forth above, and copies may
be obtained from the Commission at prescribed rates. The Registration Statement has been filed
electronically through the Commission&#146;s Electronic Data Gathering, Analysis and Retrieval System
and may be obtained through the Commission&#146;s Web site (http://www.sec.gov).
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents that we have filed with the Commission shall be deemed to be
incorporated in this prospectus and to be a part hereof from the date of the filing of such
documents:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">1.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Annual Report on Form 10-K for fiscal year ended June&nbsp;30, 2004,
filed on September&nbsp;13, 2004, Exchange Act reporting number 0-16203.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">2.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Amendment No.&nbsp;1 to Annual Report on Form 10-K for fiscal year ended
June&nbsp;30, 2004, filed on Form 10-K/A on October&nbsp;28, 2004, Exchange Act reporting number 0-16203.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">3.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Amendment No.&nbsp;2 to Annual Report on Form 10-K for fiscal year ended
June&nbsp;30, 2004, filed on Form 10-K/A on March&nbsp;8, 2005, Exchange Act reporting number 0-16203.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">4.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Quarterly Report on Form 10-Q for the quarter ended September&nbsp;30,
2004, filed on November&nbsp;9, 2004, Exchange Act reporting number<BR>
0-16203.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">5.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Quarterly Report on Form 10-Q for the quarter ended December&nbsp;31, 2004,
filed on February&nbsp;9, 2005, Exchange Act reporting number 0-16203.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">6.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Quarterly Report on Form 10-Q for the quarter ended March&nbsp;31, 2005,
filed on May&nbsp;10, 2005, Exchange Act reporting number 0-16203.</TD>
</TR>

</TABLE>
</DIV>
<P align="center" style="font-size: 10pt">2
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">7.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Current Report on Form 8-K, dated August&nbsp;9, 2005, filed on August&nbsp;10, 2005,
Exchange Act reporting number 0-16203.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">8.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Current Report on Form 8-K, dated June&nbsp;29, 2005, filed on July&nbsp;6, 2005,
Exchange Act reporting number 0-16203.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">9.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Current Report on Form 8-K, dated June&nbsp;17, 2005, filed on June&nbsp;22,
2005, Exchange Act reporting number 0-16203.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">10.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Current Report on Form 8-K, dated May&nbsp;5, 2005, filed on May&nbsp;11,
2005, Exchange Act reporting number 0-16203.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">11.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Current Report on Form 8-K/A, dated January&nbsp;21, 2005 filed on
April&nbsp;6, 2005, Exchange Act reporting number 0-16203.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">12.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Current Report on Form 8-K, dated March&nbsp;23, 2005, filed on March&nbsp;29,
2005, Exchange Act reporting number 0-16203.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">13.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Current Report on Form 8-K, dated March&nbsp;15, 2005, filed on March&nbsp;21,
2005, Exchange Act reporting number 0-16203.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">14.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Current Report on Form 8-K, dated March&nbsp;9, 2005 filed on March&nbsp;15,
2005, Exchange Act reporting number 0-16203.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">15.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Current Report on Form 8-K, dated March&nbsp;3, 2005, filed on March&nbsp;4,
2005, Exchange Act reporting number 0-16203.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">16.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Current Report on Form 8-K, dated February&nbsp;28, 2005 (reporting
information under Items 8.01 and 9.01) filed on February&nbsp;28, 2005,<BR>
Exchange Act reporting number 0-16203.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">17.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Current Report on Form 8-K, dated January&nbsp;21, 2005, filed on January
24, 2005, Exchange Act reporting number 0-16203.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">18.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Current Report on Form 8-K, dated January&nbsp;21, 2005, filed on January
21, 2005, Exchange Act reporting number 0-16203.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">19.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Current Report on Form 8-K, dated December&nbsp;28, 2004, filed on
December&nbsp;28, 2004, Exchange Act reporting number 0-16203.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">20.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Current Report on Form 8-K, dated November&nbsp;19, 2004, filed on
November&nbsp;19, 2004, Exchange Act reporting number 0-16203.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">21.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Definitive Proxy Materials on Schedule&nbsp;14A, filed on November&nbsp;22,
2004, Exchange Act reporting number 0-16203.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">22.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Current Report on Form 8-K, dated November&nbsp;5, 2004, filed on November
12, 2004, Exchange Act reporting number 0-16203.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">23.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Current Report on Form 8-K, dated November&nbsp;4, 2004, filed on November
10, 2004, Exchange Act reporting number 0-16203, except for information disclosed under Item&nbsp;2.02.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">24.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Current Report on Form 8-K, dated October&nbsp;26, 2004, filed on October
29, 2004, Exchange Act reporting number 0-16203.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">25.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Current Report on Form 8-K, dated September&nbsp;29, 2004, filed on
October&nbsp;1, 2004, Exchange Act reporting number 0-16203.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">26.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Current Report on Form 8-K, dated August&nbsp;25, 2004, filed on August&nbsp;26,</TD>
</TR>

</TABLE>
</DIV>
<P align="center" style="font-size: 10pt">3
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>2004, Exchange Act reporting number 0-16203.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">27.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Current Report on Form 8-K, dated August&nbsp;6, 2004, filed on August&nbsp;6,
2004, Exchange Act reporting number 0-16203.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">28.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Current Report on Form 8-K/A, dated June&nbsp;29, 2004, filed on September
13, 2004, Exchange Act reporting number 0-16203.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">29.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Current Report on Form 8-K, dated June&nbsp;29, 2004, filed on July&nbsp;8, 2004,
Exchange Act reporting number 0-16203.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">30.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The description of the Company&#146;s common stock contained in our
Registration Statement on Form&nbsp;10 filed September&nbsp;9, 1987, Exchange Act reporting number 0-16203.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">31.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>All documents filed by the Company, subsequent to the date of this
prospectus, under Sections&nbsp;13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, prior to the termination of the offering described
herein.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any statement contained in a document incorporated by reference herein shall be deemed to be
modified or superseded for all purposes to the extent that a statement contained in this prospectus
or in any other subsequently filed document which is also incorporated herein by reference modifies
or replaces such statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this prospectus. Unless specifically
stated to the contrary, none of the information that we disclose under Items 2.02 or 7.01 of any
Current Report on Form 8-K that we may from time to time furnish to the SEC will be incorporated by
reference into, or otherwise included in, this prospectus.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We will provide without charge to each person, including any beneficial owner, to whom this
prospectus is delivered, on written or oral request of such person, a copy of any or all documents
incorporated by reference in this prospectus. Requests for such copies should be directed to Kevin
K. Nanke, Delta Petroleum Corporation, Suite&nbsp;4300, 370 17th Street, Denver, Colorado 80202, or
(303)&nbsp;293-9133.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">CAUTIONARY STATEMENT FOR PURPOSES OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER
FEDERAL SECURITIES LAWS
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are including the following discussion to inform our existing and potential security
holders generally of some of the risks and uncertainties that can affect us and to take advantage
of the &#147;safe harbor&#148; protection for forward-looking statements afforded under federal securities
laws. From time to time, our management or persons acting on our behalf make forward-looking
statements to inform existing and potential security holders about us. These statements may
include projections and estimates concerning the timing and success of specific projects and our
future (1)&nbsp;income, (2)&nbsp;oil and gas production, (3)&nbsp;oil and gas reserves and reserve replacement and
(4)&nbsp;capital spending. Forward-looking statements are generally accompanied by words such as
&#147;estimate,&#148; &#147;project,&#148; &#147;predict,&#148; &#147;believe,&#148; &#147;expect,&#148; &#147;anticipate,&#148; &#147;plan,&#148; &#147;goal&#148; or other words
that convey the uncertainty of future events or outcomes. Sometimes we will specifically describe a
statement as being a forward-looking statement. In addition, except for the historical information
contained in this prospectus, the matters discussed in this prospectus are forward-looking
statements. These statements by their nature are subject to certain risks, uncertainties and
assumptions and will be influenced by various factors. Should any of the assumptions underlying a
forward-looking statement prove incorrect, actual results could vary materially.
</DIV>

<P align="center" style="font-size: 10pt">4
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We believe the factors discussed below are important factors that could cause actual results
to differ materially from those expressed in a forward-
looking statement made herein or elsewhere by us or on our behalf. The factors listed below are not
necessarily all of the important factors. Unpredictable or unknown factors not discussed herein
could also have material adverse effects on actual results of matters that are the subject of
forward-looking statements. We do not intend to update our description of important factors each
time a potential important factor arises. We advise our shareholders that they should (1)&nbsp;be aware
that important factors not described below could affect the accuracy of our forward-looking
statements and (2)&nbsp;use caution and common sense when analyzing our forward-looking statements in
this document or elsewhere, and all of such forward-looking statements are qualified by this
cautionary statement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Historically, natural gas and crude oil prices have been volatile. These prices rise and fall
based on changes in market demand and changes in the political, regulatory and economic climate and
other factors that affect commodities markets generally and are outside of our control. Deviations
in the market prices of both crude oil and natural gas and the effects of acquisitions,
dispositions and exploratory development activities may have a significant effect on the quantities
and future values of reserves.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Projecting future rates of oil and gas production is inherently imprecise. Producing oil and
gas reservoirs generally have declining production rates.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All of our reserve information is based on estimates. Reservoir engineering is a subjective
process of estimating underground accumulations of oil and natural gas that cannot be measured in
an exact way. There are numerous uncertainties inherent in estimating quantities of proved natural
gas and oil reserves.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Changes in the legal and/or regulatory environment could have a material adverse effect on our
future results of operations and financial condition. Our ability to explore for and economically
produce and sell our oil and gas production is affected and could possibly be restrained by a
number of legal and regulatory factors, particularly with respect to our offshore California
properties.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our drilling operations are subject to various risks common in the industry, including
cratering, explosions, fires and uncontrollable flows of oil, gas or well fluids.
</DIV>

<P align="center" style="font-size: 10pt">5
</DIV>

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<P><HR noshade><P>

<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<!-- TOC -->
</DIV>
<DIV align="left">
<A name="tocpage"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">TABLE OF CONTENTS
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="88%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000">Page</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#101">Prospectus Summary </A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">7</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#102">Risk Factors</A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">8</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#103">Use of Proceeds </A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">20</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#104">Determination of Offering Price </A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">20</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#105">Recent Material Changes in our Business </A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">20</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#106">Selling Shareholders </A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">21</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#107">Plan of Distribution </A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">23</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#108">Description of Securities </A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">24</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px"><A href="#109">Interests of Named Experts and Counsel </A></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">24</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="d28139exv5w1.htm">Opinion and Consent of Krys Boyle, P.C.</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="d28139exv23w1.htm">Consent of KPMG LLP</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="d28139exv23w3.htm">Consent of Ralph E. Davis Associates, Inc.</A></FONT></TD></TR>
<TR><TD colspan="9"><FONT size="2">&nbsp;<A HREF="d28139exv23w4.htm">Consent of Mannon Associates, Inc.</A></FONT></TD></TR>
</TABLE>
</DIV>
<DIV align="left">
<!-- /TOC -->
</DIV>


<P align="center" style="font-size: 10pt">6
</DIV>

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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left">
<A name="101"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">PROSPECTUS SUMMARY
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following is a summary of the pertinent information regarding this offering. This summary
is qualified in its entirety by the more detailed information and financial statements and related
notes incorporated by reference into this prospectus.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt">Delta
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Delta Petroleum Corporation (&#147;Delta,&#148; the &#147;Company,&#148; &#147;we&#148; or &#147;us&#148;) is a Colorado corporation
organized on December&nbsp;21, 1984. We maintain our principal executive offices at 370 Seventeenth
Street, Suite&nbsp;4300, Denver, Colorado 80202, and our telephone number is (303)&nbsp;293-9133. Our common
stock is listed on the NASDAQ National Market under the symbol &#147;DPTR.&#148;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are engaged in the acquisition, exploration, development and production of oil and gas
properties. As of June&nbsp;30, 2004, we had varying interests in 554 gross (247.8 net) productive
wells located in thirteen states and offshore California. These do not include varying small
interests in 666 gross (5.2 net) wells located primarily in Texas which are owned by our subsidiary
Piper Petroleum Company. We also have interests in five federal units and one lease offshore
California near Santa Barbara along with a financial interest in a nearby producing offshore
federal unit. At June&nbsp;30, 2004, we estimated onshore proved reserves to be approximately
11,378,000 barrels of oil and 88.5&nbsp;billion cubic feet of gas, of which approximately 6,240,000
barrels of oil and 55.8&nbsp;billion cubic feet of gas were proved developed reserves. At June&nbsp;30, 2004,
we estimated offshore proved reserves to be approximately 1,827,000 barrels of oil, of which
approximately 695,000 barrels were proved developed reserves. Our reserve estimates change
continuously and are evaluated by us on an annual basis. Deviations in the market prices of both
crude oil and natural gas and the effects of acquisitions, dispositions and exploratory development
activities may have a significant effect on the quantities and future values of our reserves.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt">The Offering
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="10%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="89%">&nbsp;</TD>
</TR>
<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top" nowrap><DIV style="margin-left:0px; text-indent:-0px">Securities Offered
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Up to 593,000 shares of our common stock offered
by the selling shareholders.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Offering Price
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">The shares being offered pursuant to this prospectus
are being offered by the selling shareholders from time to time at the then current market price.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Common Stock
Outstanding
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">42,100,000 shares of common stock $.01 par value were outstanding as of July&nbsp;31, 2005.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Dividend Policy
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">We do not anticipate paying dividends on our common
stock in the foreseeable future.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Use of Proceeds
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">The shares offered pursuant to this prospectus are
being sold by the selling shareholders and we will
not receive any proceeds of the offering.</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left">
<A name="102"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">RISK FACTORS
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Prospective investors should consider carefully, in addition to the other information in this
prospectus, the following:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt">RISKS RELATED TO OUR BUSINESS AND INDUSTRY
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">OIL AND NATURAL GAS PRICES ARE VOLATILE AND A DECREASE COULD ADVERSELY AFFECT OUR REVENUES, CASH
FLOWS AND PROFITABILITY.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Our revenues, profitability and future rate of growth depend substantially upon the market prices
of oil and natural gas, which fluctuate widely. Sustained declines in oil and gas prices may
adversely affect our financial condition, liquidity and results of operations. Factors that can
cause market prices of oil and natural gas to fluctuate include:
</DIV>



<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;- relatively minor changes in the supply of and demand for oil and natural gas;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;- market uncertainty;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;- the level of consumer product demands;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;- weather conditions;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;- U.S. and foreign governmental regulations;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;- the price and availability of alternative fuels;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;- political and economic conditions in oil producing countries, particularly those in
the Middle East, including actions by the Organization of Petroleum Exporting Countries;
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;- the foreign supply of oil and natural gas; and
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt; margin-left: 3%">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;- the price of oil and gas imports, consumer preferences and overall U.S. and foreign economic
conditions.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">We are not able to predict future oil and natural gas prices. At various times, excess domestic and
imported supplies have depressed oil and gas prices. Lower prices may reduce the amount of oil and
natural gas that we can produce economically and may also require us to write down the carrying
value of our oil and gas properties. Substantially all of our oil and natural gas sales are made in
the spot market or pursuant to contracts based on spot market prices, not long-term fixed price
contracts. Any substantial or extended decline in the prices of or demand for oil or natural gas
would have a material adverse effect on our financial condition and results of operations.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">WE MAY NOT BE ABLE TO REPLACE PRODUCTION WITH NEW RESERVES.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Our reserves will decline significantly as they are produced unless we acquire properties with
proved reserves or conduct successful development and exploration drilling activities. Our future
oil and natural gas production is highly dependent upon our level of success in finding or
acquiring additional reserves that are economically feasible and developing existing proved
reserves, which we may not be successful in doing.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">IF OIL OR NATURAL GAS PRICES DECREASE OR EXPLORATION AND DEVELOPMENT EFFORTS ARE UNSUCCESSFUL, WE
MAY BE REQUIRED TO TAKE WRITE DOWNS.
</DIV>


<P align="center" style="font-size: 10pt">8
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">In the past, we have been required to write down the carrying value of our oil and gas properties,
and there is a risk that we will be required to take additional writedowns in the future which
would reduce our earnings and stockholders&#146; equity. A write down could occur when oil and gas
prices are low or if we have substantial downward adjustments to our estimated proved reserves,
increases in our estimates of development costs or deterioration in our exploration and development
results.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">We account for our crude oil and natural gas exploration and development activities utilizing the
successful efforts method of accounting. Under this method, costs of productive exploratory wells,
development dry holes and productive wells and undeveloped leases are capitalized. Oil and gas
lease acquisition costs are also capitalized. Exploratory drilling costs are initially capitalized,
but charged to expense if and when the well is determined not to have found reserves in commercial
quantities. If the carrying amount of our oil and gas properties exceeds the estimated undiscounted
future net cash flows, we will adjust the carrying amount of the oil and gas properties to their
fair value.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">We review our oil and gas properties for impairment whenever events and circumstances indicate a
decline in the recoverability of their carrying value. Once incurred, a write down of oil and gas
properties is not reversible at a later date even if gas or oil prices increase. Given the
complexities associated with oil and gas reserve estimates and the history of price volatility in
the oil and gas markets, events may arise that would require us to record an impairment of the
recorded carrying values associated with our oil and gas properties. As a result of our review, we
recognized an impairment of $1.5&nbsp;million for fiscal 2002. Any such future charge will reduce our
earnings and stockholders&#146; equity.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">WE MAY NOT BE ABLE TO FUND OUR PLANNED CAPITAL EXPENDITURES.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">We spend and will continue to spend a substantial amount of capital for the acquisition,
exploration, exploitation, development and production of oil and gas reserves. Our exploration and
development capital budget ranges from $60.0 to $80.0&nbsp;million for fiscal 2005. If low oil and
natural gas prices, lack of adequate gathering or transportation facilities, operating difficulties
or other factors, many of which are beyond our control, cause our revenues and cash flows from
operating activities to decrease, we may be limited in our ability to spend the capital necessary
to complete our capital expenditures program. In addition, if our borrowing base under our senior
credit facility is re-determined to a lower amount, this could adversely affect our ability to fund
our planned capital expenditures. After utilizing our available sources of financing, we may be
forced to raise additional equity or debt proceeds to fund such expenditures. Additional equity or
debt financing or cash flow provided by operations may not be available to meet our capital
expenditure requirements.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">THE EXPLORATION, DEVELOPMENT AND OPERATION OF OIL AND GAS PROPERTIES INVOLVE SUBSTANTIAL RISKS THAT
MAY RESULT IN A TOTAL LOSS OF INVESTMENT.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The business of exploring for and, to a lesser extent, developing and operating oil and gas
properties involves a high degree of business and financial risk, and thus a substantial risk of
investment loss that even a combination of experience, knowledge and careful evaluation may not be
able to overcome. Oil and gas drilling and production activities may be shortened, delayed or
canceled as a result of a variety of factors, many of which are beyond our control. These factors
include:
</DIV>


<P align="center" style="font-size: 10pt">9
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">




<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">-</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>unexpected drilling conditions;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">-</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>pressure or irregularities in formations;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">-</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>equipment failures or accidents;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">-</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>weather conditions;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">-</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>shortages in experienced labor; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="2%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">-</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>shortages or delays in the delivery of equipment.</TD>
</TR>

</TABLE>
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">As of June&nbsp;30, 2004, approximately 42% of our proved reserves were undeveloped and had a book value
of $86.7&nbsp;million. The cost to develop these reserves is estimated to be approximately $67.0
million. In addition, we have $49&nbsp;million of capitalized costs on properties with no proved
reserves. We may drill wells that are unproductive or, although productive, do not produce oil
and/or gas in economic quantities. Acquisition and completion decisions generally are based on
subjective judgments and assumptions that are speculative. It is impossible to predict with
certainty the production potential of a particular property or well. Furthermore, a successful
completion of a well does not ensure a profitable return on the investment. A variety of
geological, operational, or market-related factors, including, but not limited to, unusual or
unexpected geological formations, pressures, equipment failures or accidents, fires, explosions,
blowouts, cratering, pollution and other environmental risks, shortages or delays in the
availability of drilling rigs and the delivery of equipment, loss of circulation of drilling fluids
or other conditions may substantially delay or prevent completion of any well or otherwise prevent
a property or well from being profitable. A productive well may become uneconomic in the event
water or other deleterious substances are encountered which impair or prevent the production of oil
and/or gas from the well. In addition, production from any well may be unmarketable if it is
contaminated with water or other deleterious substances.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">OUR INDUSTRY EXPERIENCES NUMEROUS OPERATING HAZARDS THAT COULD RESULT IN SUBSTANTIAL LOSSES.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The exploration, development and operation of oil and gas properties also involve a variety of
operating risks including the risk of fire, explosions, blowouts, cratering, pipe failure,
abnormally pressured formations, natural disasters, acts of terrorism or vandalism, and
environmental hazards, including oil spills, gas leaks, pipeline ruptures or discharges of toxic
gases. These industry-operating risks can result in injury or loss of life, severe damage to or
destruction of property, natural resources and equipment, pollution or other environmental damage,
clean-up responsibilities, regulatory investigation and penalties, and suspension of operations
which could result in substantial losses.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">We maintain insurance against some, but not all, of the risks described above. Such insurance may
not be adequate to cover losses or liabilities. Also, we cannot predict the continued availability
of insurance at premium levels that justify its purchase. The terrorist attacks on September&nbsp;11,
2001 and the changes in the insurance markets attributable to those attacks have made some types of
insurance more difficult to obtain. We have been unable to secure the level and types of insurance
we would otherwise have secured prior to the terrorist attacks. We may not be able to maintain
insurance in the future at rates we consider reasonable. The occurrence of a significant event that
is not fully insured or indemnified against could materially and adversely affect our financial
condition and operations.
</DIV>


<P align="center" style="font-size: 10pt">10
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">OUR LEVEL OF INDEBTEDNESS COULD ADVERSELY AFFECT OUR ABILITY TO RAISE ADDITIONAL CAPITAL TO FUND
OUR OPERATIONS, LIMIT OUR ABILITY TO REACT TO CHANGES IN THE ECONOMY OR OUR INDUSTRY AND PREVENT US
FROM MEETING OUR OBLIGATIONS UNDER OUR SENIOR UNSECURED NOTES.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">As of March&nbsp;31, 2005, our total outstanding long term liabilities were $182,592,000. Our degree of
leverage could have important consequences for you, including the following:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;-&nbsp;it may limit our ability to obtain additional debt or equity financing for working capital,
capital expenditures, further exploration, debt service requirements, acquisitions and general
corporate or other purposes;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;-&nbsp;a substantial portion of our cash flows from operations will be dedicated to the payment of
principal and interest on our indebtedness and will not be available for other purposes, including
our operations, capital expenditures and future business opportunities;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;-&nbsp;the debt service requirements of other indebtedness in the future could make it more
difficult for us to satisfy our financial obligations;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;-&nbsp;certain of our borrowings, including borrowings under our senior credit facility, are at
variable rates of interest, exposing us to the risk of increased interest rates;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;-&nbsp;it may limit our ability to adjust to changing market conditions and place us at a
competitive disadvantage compared to our competitors that have less debt; and
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;-&nbsp;we may be vulnerable in a downturn in general economic conditions or in our business, or we
may be unable to carry out capital spending and exploration activities that are important to
our growth.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">We may be able to incur substantially more debt in the future, which may intensify the risks
described in this Prospectus. The indenture governing our 7% senior notes and our senior credit
facility do not prohibit us from doing so. As of March&nbsp;31, 2005, we had approximately $27&nbsp;million
outstanding under our senior credit facility and additional availability of approximately $33
million.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">A DEFAULT UNDER OUR SENIOR CREDIT FACILITY COULD CAUSE US TO LOSE OUR PROPERTIES.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">In order to obtain our senior credit facility, we granted first priority liens to the lending banks
on most of our oil and gas properties and the related equipment, inventory, accounts and proceeds.
Our senior credit facility includes terms and covenants that place limitations on certain types of
activities, including restrictions or requirements with respect to additional debt, liens, asset
sales, hedging activities, investments, dividends, mergers and acquisitions, and also includes
financial covenants.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Under certain conditions amounts outstanding under our senior credit facility may be accelerated.
Bankruptcy and insolvency events with respect to us or certain of our subsidiaries will result in
an automatic acceleration of the indebtedness under the senior credit facility. Subject to notice
and cure periods in certain cases, other events of default under the senior credit facility will
result in acceleration of the indebtedness at the option of the lending banks. Such other events of
default include, among other things, non-payment, breach of warranty, non-performance of
obligations under the senior credit facility (including financial covenants), default on other
indebtedness, certain pension plan events, certain adverse judgments, certain changes of control,
and a failure of the liens securing the senior credit facility. Any of these events could
potentially cause us to lose substantially all of our properties.
</DIV>


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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">For so long as the revolving commitment is in existence, we will also be required to comply with
loan covenants that will limit our flexibility in
conducting our business and which could cause us significant problems in the event of a downturn in
the oil and gas market. If an event of default occurs and continues after the expiration of any
cure period that is provided for in our senior credit facility, the entire principal amount due
under it, all accrued interest and any other liabilities that we might have to the lending banks
under the senior credit facility will all become immediately due and payable, all without notice of
default of any kind. The foregoing information is provided to alert readers that there is risk
associated with our existing debt obligations. It is not intended to provide a summary of the terms
of our agreements with our lenders.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">ACQUISITIONS ARE A PART OF OUR BUSINESS STRATEGY AND ARE SUBJECT TO THE RISKS AND UNCERTAINTIES OF
EVALUATING RECOVERABLE RESERVES AND POTENTIAL LIABILITIES.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">We could be subject to significant liabilities related to acquisitions by us. The successful
acquisition of producing properties requires an assessment of a number of factors, many of which
are beyond our control. These factors include recoverable reserves, future oil and gas prices,
operating costs and potential environmental and other liabilities, title issues and other factors.
It generally is not feasible to review in detail every individual property included in an
acquisition. Ordinarily, a review is focused on higher valued properties. Further, even a detailed
review of all properties and records may not reveal existing or potential problems, nor will it
permit us to become sufficiently familiar with the properties to assess fully their deficiencies
and capabilities. We do not always inspect every well we acquire, and environmental problems, such
as groundwater contamination, are not necessarily observable even when an inspection is performed.
We cannot assure you that our recent and/or future acquisition activity will not result in
disappointing results.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">In addition, there is intense competition for acquisition opportunities in our industry.
Competition for acquisitions may increase the cost of, or cause us to refrain from, completing
acquisitions. Our strategy of completing acquisitions is dependent upon, among other things, our
ability to obtain debt and equity financing and, in some cases, regulatory approvals. Our ability
to pursue our acquisition strategy may be hindered if we are not able to obtain financing or
regulatory approvals.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Acquisitions often pose integration risks and difficulties. In connection with recent and future
acquisitions, the process of integrating acquired operations into our existing operations may
result in unforeseen operating difficulties and may require significant management attention and
financial resources that would otherwise be available for the ongoing development or expansion of
existing operations. Possible future acquisitions could result in our incurring additional debt,
contingent liabilities and expenses, all of which could have a material adverse effect on our
financial condition and operating results.
</DIV>


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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">WE MAY NOT BE ABLE TO OBTAIN ADEQUATE FINANCING TO EXECUTE OUR OPERATING STRATEGY.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">We have historically addressed our short and long-term liquidity needs through the use of cash flow
provided by operating activities, the use of bank credit facilities and the issuance of equity
securities. Without adequate financing, we may not be able to successfully execute our operating
strategy. We continue to examine the following alternative sources of capital:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;-&nbsp;bank borrowings or the issuance of debt securities; and
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;-&nbsp;the issuance of common stock, preferred stock or other equity securities.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The availability of these sources of capital will depend upon a number of factors, some of which
are beyond our control. These factors include general economic and financial market conditions, oil
and natural gas prices and our market value and operating performance. We may be unable to execute
our operating strategy if we cannot obtain adequate capital.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">WE DEPEND ON KEY PERSONNEL.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">We currently have only three employees that serve in senior management roles, and the loss of any
one of them could severely harm our business. In particular, Roger A. Parker and John R. Wallace
are responsible for the operation of our oil and gas business and Kevin K. Nanke is our chief
financial officer. We do not have key man insurance on the lives of any of these individuals.
Furthermore, competition for experienced personnel is intense. If we cannot retain our current
personnel or attract additional experienced personnel, our ability to compete could be adversely
affected.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">WE MAY NOT BE PERMITTED TO DEVELOP SOME OF OUR OFFSHORE CALIFORNIA PROPERTIES OR, IF WE ARE
PERMITTED, THE SUBSTANTIAL COST TO DEVELOP THESE PROPERTIES COULD RESULT IN A REDUCTION OF OUR
INTEREST IN THESE PROPERTIES OR CAUSE US TO INCUR PENALTIES.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Certain of our offshore California undeveloped properties, in which we have ownership interests
ranging from 2.49% to 100.00%, are attributable to our interests in four of our five federal units
(plus one additional lease) located offshore of California near Santa Barbara. These properties
have a cost basis of approximately $10.9&nbsp;million. The development of these properties is subject to
extensive regulation and is currently the subject of litigation. Pursuant to a ruling in California
v. Norton, later affirmed by the Ninth Circuit Court of Appeals, the U.S. Government is required to
make a consistency determination relating to the 1999 lease suspension requests under a 1990
amendment to the Coastal Zone Management Act. In the event that there is some future adverse ruling
under the Coastal Zone Management Act that we decide not to appeal or that we appeal without
success, it is likely that some or all of our interests in these leases would become impaired and
written off at that time. It is also possible that other events could occur during the Coastal Zone
Management Act review or appellate process that would cause our interests in the leases to become
impaired, and we will continuously evaluate those factors as they occur.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">In addition, the cost to develop these properties will be substantial. The cost to develop all of
these offshore California properties in which we own an interest, including delineation wells,
environmental mitigation, development wells, fixed platforms, fixed platform facilities, pipelines
and power cables, onshore facilities and platform removal over the life of the properties (assumed
to be 38&nbsp;years), is estimated to be in excess of $3&nbsp;billion. Our share of such costs, based on our
current ownership interest, is estimated to be over $200&nbsp;million. Operating expenses for the same
properties over the same period of time, including platform operating costs, well maintenance and
repair costs, oil, gas and water treating costs, lifting costs and pipeline transportation costs,
are estimated to be approximately $3.5&nbsp;billion, with our share, based on our current ownership
interest, estimated to be approximately $300&nbsp;million. There will be additional costs of a currently
undetermined amount to develop the Rocky Point Unit. Each working interest owner will be required
to pay its proportionate share of these costs based upon the amount
</DIV>


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</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">of the interest that it owns. If we are unable to fund our share of these costs or otherwise cover them through farmouts or other
arrangements, then we could either forfeit our interest in certain wells or properties or suffer
other penalties in the form of delayed or reduced revenues under our various unit operating
agreements, which could impact the ultimate realization of this investment. The estimates discussed
above may differ significantly from actual
results.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">YOU SHOULD NOT PLACE UNDUE RELIANCE ON RESERVE INFORMATION BECAUSE IT IS ONLY AN ESTIMATE.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">There are numerous uncertainties inherent in estimating quantities of proved reserves and cash
flows from such reserves, including factors beyond our control and the control of our independent
reserve engineers, Ralph E. Davis Associates, Inc. and Mannon Associates. Reserve engineering is a
subjective process of estimating underground accumulations of oil and gas that cannot be measured
in an exact manner. The accuracy of an estimate of quantities of oil and gas reserves, or of cash
flows attributable to such reserves, is a function of the available data, assumptions regarding
future oil and gas prices, expenditures for future development and exploitation activities, and
engineering and geological interpretation and judgment. Reserves and future cash flows may also be
subject to material downward or upward revisions based upon production history, development and
exploitation activities, oil and gas prices and regulatory changes. Actual future production,
revenue, taxes, development expenditures, operating expenses, quantities of recoverable reserves
and value of cash flows from those reserves may vary significantly from our assumptions and
estimates. In addition, reserve engineers may make different estimates of reserves and cash flows
based on the same available data.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The estimated quantities of proved reserves and the discounted present value of future net cash
flows attributable to those reserves for the fiscal years ended June&nbsp;30, 2002, 2003 and 2004
included in our periodic reports filed with the SEC were prepared by our reserve engineers in
accordance with the rules of the SEC, and are not intended to represent the fair market value of
such reserves. As required by the SEC, the estimated discounted present value of future net cash
flows from proved reserves is generally based on prices and costs as of the date of the estimate,
while actual future prices and costs may be materially higher or lower. In addition, the 10%
discount factor, which the SEC requires to be used to calculate discounted future net revenues for
reporting purposes, is not necessarily the most appropriate discount factor based on the cost of
capital in effect from time to time and risks associated with our business and the oil and gas
industry in general.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">WE ARE EXPOSED TO ADDITIONAL RISKS THROUGH OUR DRILLING BUSINESS.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">We currently have ownership control of a drilling business. Our operations through that entity will
subject us to many additional hazards that are inherent to the drilling business, including, for
example, blowouts, cratering, fires, explosions, loss of well control, loss of hole, damaged or
lost drill strings and damage or loss from inclement weather. No assurance can be given that our
insurance will be sufficient to protect us against liability for all consequences of well
disasters, personal injury, extensive fire damage or damage to the environment. No assurance can be
given that our drilling business will be able to maintain adequate insurance in the future at rates
it considers reasonable or that any particular types of coverage will be available. The occurrence
of events, including any of the above-mentioned risks and hazards, that are not fully insured could
subject our drilling business to significant liability. It is also possible that we might sustain
significant losses through the operation of the drilling business even if none of such events
occurs.
</DIV>


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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">HEDGING TRANSACTIONS MAY LIMIT OUR POTENTIAL GAINS.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">In order to manage our exposure to price risks in the marketing of oil and gas, we periodically
enter into oil and gas price hedging arrangements, typically costless collars. While intended to
reduce the effects of volatile oil and gas prices, such transactions, depending on the hedging
instrument
used, may limit our potential gains if oil and gas prices were to rise substantially over the price
established by the hedge. In addition, such transactions may expose us to the risk of financial
loss in certain circumstances, including instances in which:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;-&nbsp;production is substantially less than expected;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;-&nbsp;the counterparties to our futures contracts fail to perform under the contracts; or
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;-&nbsp;a sudden, unexpected event materially impacts gas or oil prices.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">WE MAY NOT RECEIVE PAYMENT FOR A PORTION OF OUR FUTURE PRODUCTION.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Our revenues are derived principally from uncollateralized sales to customers in the oil and gas
industry. The concentration of credit risk in a single industry affects our overall exposure to
credit risk because customers may be similarly affected by changes in economic and other
conditions. We do not attempt to obtain credit protections such as letters of credit, guarantees or
prepayments from our purchasers. We are unable to predict, however, what impact the financial
difficulties of any of our purchasers may have on our future results of operations and liquidity.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">WE HAVE NO LONG-TERM CONTRACTS TO SELL OIL AND GAS.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">We do not have any long-term supply or similar agreements with governments or other authorities or
entities for which we act as a producer. We are therefore dependent upon our ability to sell oil
and gas at the prevailing wellhead market price. There can be no assurance that purchasers will be
available or that the prices they are willing to pay will remain stable.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">THERE IS CURRENTLY A SHORTAGE OF AVAILABLE DRILLING RIGS AND EQUIPMENT WHICH COULD CAUSE US TO
EXPERIENCE HIGHER COSTS AND DELAYS THAT COULD ADVERSELY AFFECT OUR OPERATIONS.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Although equipment and supplies used in our business are usually available from multiple sources,
there is currently a general shortage of drilling equipment and supplies. We believe that these
shortages are likely to intensify. The costs and delivery times of equipment and supplies are
substantially greater now than in prior periods and are currently escalating. In partial response
to this trend, we have acquired a controlling interest in a drilling company to allow us to have
priority access to drilling rigs. We believe that our ownership interest in the drilling company
will allow us to have priority access to several large drilling rigs. We are also attempting to
establish arrangements with others to assure adequate availability of certain other necessary
drilling equipment and supplies on satisfactory terms, but there can be no assurance that we will
be able to do so. Accordingly, there can be no assurance that we will not experience shortages of,
or material price increases in, drilling equipment and supplies, including drill pipe, in the
future. Any such shortages could delay and adversely affect our ability to meet our drilling
commitments.
</DIV>


<P align="center" style="font-size: 10pt">15
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">THE MARKETABILITY OF OUR PRODUCTION DEPENDS MOSTLY UPON THE AVAILABILITY, PROXIMITY AND CAPACITY OF
GAS GATHERING SYSTEMS, PIPELINES AND PROCESSING FACILITIES, WHICH ARE OWNED BY THIRD PARTIES.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The marketability of our production depends upon the availability, operation and capacity of gas
gathering systems, pipelines and processing facilities, which are owned by third parties. The
unavailability or lack of capacity of these systems and facilities could result in the shut-in of
producing wells or the delay or discontinuance of development plans for properties. We currently
own several wells that are capable of producing but are currently shut-in
pending the construction of gas gathering systems, pipelines and processing facilities. United
States federal, state and foreign regulation of oil and gas production and transportation, tax and
energy policies, damage to or destruction of pipelines, general economic conditions and changes in
supply and demand could adversely affect our ability to produce and market oil and natural gas. If
market factors changed dramatically, the financial impact on us could be substantial. The
availability of markets and the volatility of product prices are beyond our control and represent a
significant risk.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">OUR INDUSTRY IS HIGHLY COMPETITIVE, MAKING OUR RESULTS UNCERTAIN.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">We operate in the highly competitive areas of oil and gas exploration, development and production.
We compete for the purchase of leases from the U.S. government and from other oil and gas
companies. These leases include exploration prospects as well as properties with proved reserves.
We face competition in every aspect of our business, including, but not limited to:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;-&nbsp;acquiring reserves and leases;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;-&nbsp;obtaining goods, services and employees needed to operate and manage our business;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;-&nbsp;access to the capital necessary to drill wells and acquire properties; and
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;-&nbsp;marketing oil and natural gas.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Competitors include multinational oil companies, independent production companies and individual
producers and operators. Many of our competitors have greater financial, technological and other
resources than we do.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">NEW TECHNOLOGIES MAY CAUSE OUR CURRENT EXPLORATION AND DRILLING METHODS TO BECOME OBSOLETE,
RESULTING IN AN ADVERSE EFFECT ON OUR PRODUCTION.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The oil and natural gas industry is subject to rapid and significant advancements in technology,
including the introduction of new products and services using new technologies. As competitors use
or develop new technologies, we may be placed at a competitive disadvantage, and competitive
pressures may force us to implement new technologies at a substantial cost. In addition,
competitors may have greater financial, technical and personnel resources that allow them to enjoy
technological advantages and may in the future allow them to implement new technologies before we
can. We cannot be certain that we will be able to implement technologies on a timely basis or at a
cost that is acceptable to us. One or more of the technologies that we currently use or that we may
implement in the future may become obsolete, and we may be adversely affected.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">TERRORIST ATTACKS AIMED AT OUR FACILITIES COULD ADVERSELY AFFECT OUR BUSINESS.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The United States has been the target of terrorist attacks of unprecedented scale. The U.S.
government has issued warnings that U.S. energy assets may be the future targets of terrorist
organizations. These developments have subjected our operations to increased risks. Any future
terrorist attack at
</DIV>


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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">our facilities, or those of our purchasers, could have a material adverse
effect on our business.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">WE MAY INCUR SUBSTANTIAL COSTS TO COMPLY WITH THE VARIOUS U.S. FEDERAL, STATE AND LOCAL LAWS AND
REGULATIONS THAT AFFECT OUR OIL AND GAS OPERATIONS.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Our oil and gas operations are subject to stringent U.S. federal, state and local laws and
regulations relating to the release or disposal of materials into the environment or otherwise
relating to environmental protection or the
oil and gas industry generally. Legislation affecting the industry is under constant review for
amendment or expansion, frequently increasing our regulatory burden. Compliance with such laws and
regulations often increases our cost of doing business and, in turn, decreases our profitability.
Failure to comply with these laws and regulations may result in the assessment of administrative,
civil and criminal penalties, the incurrence of investigatory or remedial obligations, or the
imposition of injunctive relief.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The environmental laws and regulations to which we are subject may:
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;-&nbsp;require applying for and receiving a permit before drilling commences;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;-&nbsp;restrict the types, quantities and concentration of substances that can be released into the
environment in connection with drilling and production activities;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;-&nbsp;limit or prohibit drilling activities on certain lands lying within wilderness, wetlands and
other protected areas; and
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;-&nbsp;impose substantial liabilities for pollution resulting from our operations.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Changes in environmental laws and regulations occur frequently, and any changes that result in more
stringent or costly waste handling, storage, transport, disposal or cleanup requirements could
require us to make significant expenditures to maintain compliance, and may otherwise have a
material adverse effect on our earnings, results of operations, competitive position or financial
condition. Over the years, we have owned or leased numerous properties for oil and gas activities
upon which petroleum hydrocarbons or other materials may have been released by us or by predecessor
property owners or lessees who were not under our control. Under applicable environmental laws and
regulations, including CERCLA, RCRA and analogous state laws, we could be held strictly liable for
the removal or remediation of previously released materials or property contamination at such
locations regardless of whether we were responsible for the release or if our operations were
standard in the industry at the time they were performed.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">RISKS RELATED TO OUR STOCK
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">WE MAY ISSUE SHARES OF PREFERRED STOCK WITH GREATER RIGHTS THAN OUR COMMON STOCK.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Although we have no current plans, arrangements, understandings or agreements to issue any
preferred stock, our articles of incorporation authorize our board of directors to issue one or
more series of preferred stock and set the terms of the preferred stock without seeking any further
approval from our shareholders. Any preferred stock that is issued may rank ahead of our common
stock, in terms of dividends, liquidation rights and voting rights.
</DIV>

<P align="center" style="font-size: 10pt">17
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<DIV align="left" style="font-size: 10pt; margin-top: 12pt">THERE MAY BE FUTURE DILUTION OF OUR COMMON STOCK.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To the extent options to purchase common stock under our employee and director stock option
plans are exercised, holders of our common stock will incur dilution. Further, if we sell
additional equity or convertible debt securities, such sales could result in increased dilution to
our shareholders.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">SALES OF SUBSTANTIAL AMOUNTS OF OUR COMMON STOCK MAY ADVERSELY AFFECT OUR STOCK PRICE AND MAKE
FUTURE OFFERINGS TO RAISE CAPITAL DIFFICULT.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Sales of a large number of shares of our common stock in the market or
the perception that sales may occur could adversely affect the trading price of our common stock.
As of May&nbsp;5, 2005, 41,587,000 shares of our common stock were outstanding, almost all of which
currently are freely tradable, subject to certain volume limitations and other requirements
applicable to affiliates. As of June&nbsp;30, 2005, options to purchase up to a total of approximately
3.5&nbsp;million shares of our common stock were outstanding.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We may issue additional restricted securities or register additional shares of common stock
under the Securities Act in the future for our use in connection with future acquisitions. Pursuant
to Securities Act Rule&nbsp;145, the volume limitations and certain other requirements of Rule&nbsp;144 would
apply to resales of these shares by affiliates of the businesses that we acquire for a period of
one year from the date of their acquisition, but otherwise these shares would be freely tradable by
persons not affiliated with us unless we contractually restrict their resale.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The availability for sale, or sale, of the shares of common stock eligible for future sale
could adversely affect the market price of our common stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt">WE DO NOT EXPECT TO PAY DIVIDENDS ON OUR COMMON STOCK.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We do not expect to pay any dividends, in cash or otherwise, with respect to our common stock
in the foreseeable future. We intend to retain any earnings for use in our business. In addition,
the credit agreement relating to our credit facility prohibits us from paying any dividends until
the loan is retired.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt">THE COMMON STOCK IS AN UNSECURED EQUITY INTEREST IN OUR COMPANY.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As an equity interest, the common stock will not be secured by any of our assets. Therefore,
in the event we are liquidated, the holders of the common stock will receive a distribution only
after all of our secured and unsecured creditors have been paid in full. There can be no assurance
that we will have sufficient assets after paying our secured and unsecured creditors to make any
distribution to the holders of the common stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt">OUR SHAREHOLDERS DO NOT HAVE CUMULATIVE VOTING RIGHTS.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Holders of our common stock are not entitled to accumulate their votes for the election of
directors or otherwise. Accordingly, the holders of more than 50% of our outstanding common stock
will be able to elect all of our directors. As of June&nbsp;30, 2005, our directors and executive
officers and their respective affiliates collectively and beneficially owned approximately 24% of
our outstanding common stock.
</DIV>
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">OUR ARTICLES OF INCORPORATION HAVE PROVISIONS THAT DISCOURAGE CORPORATE TAKEOVERS AND COULD PREVENT
SHAREHOLDERS FROM REALIZING A PREMIUM ON THEIR INVESTMENT.
</DIV>


<P align="center" style="font-size: 10pt">18
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Certain provisions of our Articles of Incorporation and the provisions of the Colorado
Business Corporation Act may discourage persons from considering unsolicited tender offers or other
unilateral takeover proposals. Such persons might choose to negotiate with our Board of Directors
rather than pursue non-negotiated takeover attempts. As a result, these provisions could have the
effect of preventing shareholders from realizing a premium on their investment.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our Articles of Incorporation authorize our Board of Directors to issue preferred stock
without shareholder approval and to set the rights, preferences and other designations, including
voting rights of those shares, as the Board may determine. Additional provisions include
restrictions on business combinations and the availability of authorized but unissued common stock. These
provisions may discourage transactions involving actual or potential changes of control, including
transactions that otherwise could involve payment of a premium over prevailing market prices to
shareholders for their common stock.
</DIV>

<P align="center" style="font-size: 10pt">19
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="103"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">USE OF PROCEEDS
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The proceeds from the sale of the shares of common stock offered pursuant to this prospectus
will be received directly by the selling shareholders, and we will not receive any proceeds from
the sale of these shares.
</DIV>
<DIV align="left">
<A name="104"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">DETERMINATION OF OFFERING PRICE
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The shares registered herein are being sold by the selling shareholders, and not by us, and
are therefore being sold at the market price as of the date of sale. Our common stock is traded on
the Nasdaq National Market System under the symbol &#147;DPTR.&#148; On August&nbsp;12, 2005, the reported
closing price for our common stock on the Nasdaq National Market System was $18.45.
</DIV>
<DIV align="left">
<A name="105"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">RECENT MATERIAL CHANGES IN OUR BUSINESS
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;There have been no material changes in our business since June&nbsp;30, 2004 that have not been
reported in our reports on Forms 10-Q and 8-K, except as follows:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Prior to March&nbsp;21, 2005 we owned a fifty percent interest in Big Dog Drilling Co., LLC (&#147;Big
Dog&#148;), and Edward Mike Davis owned the remaining fifty percent. On March&nbsp;21, 2005 we purchased his
ownership interest in Big Dog in exchange for 100,000 shares of our common stock and our interest
in Shark Trucking Co., LLC. At the time of the transaction with Mr.&nbsp;Davis, Big Dog owned two
drilling rigs. On April&nbsp;15, 2005, we contributed both of these rigs to DHS Drilling Company
(&#147;DHS&#148;) in exchange for a 90% ownership interest in that entity. On May&nbsp;16, 2005, an unaffiliated
oil and gas company made an equity investment in DHS which resulted in our ownership interest being
reduced to 49.5%.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;DHS currently has five drilling rigs in operation that have depth ratings of approximately
7,500 to 18,000 feet. Five additional rigs are in the process of being acquired or assembled by
DHS and are currently expected to become operational during the summer and fall of 2005. We have
the right to use all of the rigs on a priority basis, although approximately half will initially
work for third party operators. At the outset, all of the rigs will operate in the Rocky Mountain
basins.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The officers of DHS include Bill Sauer, Jr., Harold Hastings and certain officers of Delta.
Bill Sauer, Jr. and Harold Hastings were most recently with Sauer Drilling Company (&#147;Sauer&#148;) during
which time Sauer was primarily owned by Tom Brown, Inc.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;DHS operates out of Casper, Wyoming and its principal office is located at 675 N. 3rd Avenue
in Casper, Wyoming.
</DIV>

<P align="center" style="font-size: 10pt">20
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left">
<A name="106"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">SELLING SHAREHOLDERS
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This prospectus relates to possible sales by certain shareholders who are executive officers
and/or directors or a former director of Delta of shares that have been issued, or may be issued,
to such shareholders under Delta&#146;s 2004 Incentive Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following table shows the name of each of the selling shareholders, the number of shares
beneficially owned by such person as of July&nbsp;31, 2005, and the number of shares that may be sold
hereunder. Because the selling shareholders may sell all or a part of the shares pursuant to this
prospectus, no estimate can be given as to the amount of shares that will be held by each of them
upon termination of this offering.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="40%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="14%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="14%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="14%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7">Number of Shares</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7">Beneficially Owned</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000">Selling Shareholders</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="7" style="border-bottom: 1px solid #000000">Prior to the Offering (1)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Maximum Number</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">of Shares</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Number of</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">Percentage</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">That May Be</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><div style="margin-left: 30px">Name</div></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">Position</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000">Shares</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000">of Class</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000">Sold Hereby</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Aleron H. Larson,</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Secretary and</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Jr.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">585,000 </TD>
    <TD nowrap>(2)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">1.4</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">81,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Roger A. Parker</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">President,</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Chief Executive</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Officer and</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">1,738,201 </TD>
    <TD nowrap>(3)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">4.1</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">200,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Kevin K. Nanke</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Treasurer and</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Chief Financial</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Officer</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">557,476 </TD>
    <TD nowrap>(4)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">1.3</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">100,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">John R. Wallace</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Executive Vice</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">President,</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Exploration and</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top" nowrap>Chief Operating</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Officer</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">307,200 </TD>
    <TD nowrap>(5)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">0.7</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">100,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">James B. Wallace</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">78,500 </TD>
    <TD nowrap>(6)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">0.2</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">16,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Jerrie F.
Eckelberger</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">42,725 </TD>
    <TD nowrap>(7)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">0.1</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">16,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Russell S. Lewis</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">56,000 </TD>
    <TD nowrap>(8)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">0.1</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">16,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">John P. Keller</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Former Director</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">56,000 </TD>
    <TD nowrap>(9)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">0.1</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">16,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Joseph L.
Castle, II</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Former Director</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">6,716,000 </TD>
    <TD nowrap>(10)</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">16.0</TD>
    <TD nowrap>%</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">16,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Jordan R. Smith</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">16,000 </TD>
    <TD nowrap>(11)</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" nowrap align="center">Nil</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">16,000</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:15px; text-indent:-15px">Neal A. Stanley</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Director</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">&nbsp;</TD>
    <TD align="right">19,000 </TD>
    <TD nowrap>(12)</TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" nowrap align="center">Nil</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">16,000</TD>
    <TD>&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<DIV align="left">
<DIV style="font-size: 3pt; margin-top: 16pt; width: 18%; border-top: 1px solid #000000">&nbsp;</DIV>
</DIV>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">(1)</TD>
    <TD>&nbsp;</TD>
    <TD>Beneficial ownership is determined in accordance with the rules of the
Commission and generally includes voting or investment power with respect to
securities. Shares of Common Stock and securities exercisable or convertible
into shares of Common Stock that are currently exercisable or exercisable
within 60&nbsp;days of July&nbsp;31, 2005 deemed to be beneficially owned by the person
holding such securities for the purpose of computing the percentage of
ownership of such person, but are not treated as outstanding for the purpose
of computing the percentage ownership of any other person. The Common Stock</TD>
</TR>

</TABLE>


<P align="center" style="font-size: 10pt">21
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">





<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>is the only outstanding class of equity securities of the Company. The
percentage of ownership for each selling stockholder is based on 42,100,000
shares of Common Stock outstanding as of July&nbsp;31,, 2005.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(2)</TD>
    <TD>&nbsp;</TD>
    <TD>Includes 11,000 shares held directly by Mr.&nbsp;Larson; 4,000 shares owned by Mr.
Larson&#146;s children; and options to purchase 500,000 shares of Common Stock at $5.29 per share
until August&nbsp;26, 2013 and options to purchase 70,000 shares at $15.34 until December&nbsp;21,
2014.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(3)</TD>
    <TD>&nbsp;</TD>
    <TD>Includes 813,201 shares owned by Mr.&nbsp;Parker directly. Also includes options
to purchase 250,000 shares of Common Stock at $5.00 per share until October&nbsp;9,2010; options
to purchase 500,000 shares of Common Stock at $5.29 per share until August&nbsp;26, 2013 and
options to purchase 175,000 shares at $15.34 until December&nbsp;21, 2014.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(4)</TD>
    <TD>&nbsp;</TD>
    <TD>Consists of 25,000 shares of Common Stock owned directly by Mr.&nbsp;Nanke;
options to purchase 18,726 shares of Common Stock at $1.125 per share until
September&nbsp;1, 2008; options to purchase 13,750 shares of Common Stock at
$1.5625 per share until December&nbsp;12, 2008; options to purchase 96,250
shares of Common Stock at $1.75 per share until May&nbsp;12, 2009; options to
purchase 55,000 shares of Common Stock at $1.75 per share until November&nbsp;5,
2009; options to purchase 68,750 shares of Common Stock at $3.75 per share
until July&nbsp;14, 2010; options to purchase 100,000 shares of Common Stock at
$3.29 until January&nbsp;9, 2011; options to purchase; 55,000 shares of Common
Stock at $2.38 per share until October&nbsp;5, 2011; options to purchase
137,500 shares of Common Stock at $5.29 per share until August&nbsp;26, 2013 and options to
purchase 87,500 shares at $15.34 until December&nbsp;21, 2014.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(5)</TD>
    <TD>&nbsp;</TD>
    <TD>Includes 19,700 shares of Common Stock owned directly by Mr.&nbsp;John Wallace. Also includes
options to purchase 200,000 shares at $5.44 per share until December&nbsp;3,
2013 and options to purchase 87,500 shares at $15.34 until December&nbsp;21, 2014.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(6)</TD>
    <TD>&nbsp;</TD>
    <TD>Includes 22,000 shares of Common Stock owned directly by Mr.&nbsp;James B.
Wallace; options to purchase 14,000 shares at $15.34 until December&nbsp;31,
2014; options to purchase 2,500 shares at $2.02 per share Until February&nbsp;5,
2002, options to purchase 20,000 shares at $1.87 per share until February&nbsp;7,
2013 options to purchase 20,000 shares at $2.31 until February&nbsp;4, 2014 and options to
purchase 14,000 shares at $15.34 until December&nbsp;21, 2014.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(7)</TD>
    <TD>&nbsp;</TD>
    <TD>Includes 8,000 shares of Common Stock owned directly by Mr.&nbsp;Jerrie F.
Eckelberger; options to purchase 14,000 shares at $15.34 until December&nbsp;31,
2014; options to purchase 725 shares at $2.98 per share until December&nbsp;31,
2006, options to purchase 20,000 shares of Common Stock at $2.31 until
February&nbsp;4, 2014 and and options to purchase 14,000 shares at $15.34 until December&nbsp;21,
2014.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(8)</TD>
    <TD>&nbsp;</TD>
    <TD>Includes 2,000 shares held directly by Mr.&nbsp;Lewis; 14,000 options to purchase
shares of Common Stock at options to purchase 14,000 shares of common stock
at $15.34 until December&nbsp;21, 2014; options to purchase 20,000 shares of
Common Stock at $1.87 per share until February&nbsp;7, 2013, options to purchase
20,000 shares of Common Stock at $2.31 until February&nbsp;4, 2014 and and options to
purchase 14,000 shares at $15.34 until December&nbsp;21, 2014.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(9)</TD>
    <TD>&nbsp;</TD>
    <TD>Includes 2,000 shares held directly by Mr.&nbsp;Keller; 14,000 options to purchase
shares of Common Stock at options to purchase 14,000 shares of common stock
at $15.34 until December&nbsp;21, 2014; options to purchase 20,000 shares of
Common Stock at $1.87 per share until February&nbsp;7, 2013, options to
purchase 20,000 shares of Common Stock at $2.31 until February&nbsp;4, 2014 and options to
purchase 14,000 shares at $15.34 until December&nbsp;21, 2014.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(10)</TD>
    <TD>&nbsp;</TD>
    <TD>Includes 2,000 shares of Common Stock owned directly by Mr.&nbsp;Castle, options
to purchase 14,000 shares at $15.34 until December&nbsp;21, 2014, and 6,700,000
shares beneficially owned by Castle Energy Corporation, of which Mr.&nbsp;Castle
is a controlling person.</TD>
</TR>

<TR style="font-size: 3pt"><TD>&nbsp;</TD></TR>

<TR valign="top">
    <TD nowrap align="left">(11)</TD>
    <TD>&nbsp;</TD>
    <TD>Includes 2,000 shares of Common Stock owned directly by Mr.&nbsp;Smith and
options to purchase 14,000 shares at $15.34 until December&nbsp;21, 2014.</TD>
</TR>

</TABLE>


<P align="center" style="font-size: 10pt">22
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">





<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR>
    <TD width="3%"></TD>
    <TD width="1%"></TD>
    <TD width="96"></TD>
</TR>

<TR valign="top">
    <TD nowrap align="left">(12)</TD>
    <TD>&nbsp;</TD>
    <TD>Includes 5,000 shares of Common Stock owned directly by Mr.&nbsp;Stanley
and options to purchase 14,000 shares at $15.34 until December&nbsp;21,<BR>
2014.</TD>
</TR>

</TABLE>


<DIV align="left">
<A name="107"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">PLAN OF DISTRIBUTION
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling shareholders and their respective successors, which term includes their
transferees, pledgees or donees or their successors, may sell the common stock directly to one or
more purchasers (including pledgees) or through brokers, dealers or underwriters who may act solely
as agents or may acquire common stock as principals, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices,
which may be changed. The selling shareholders may effect the distribution of the common stock in
one or more of the following methods:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>-</B>&nbsp;ordinary brokers&#146; transactions, which may include long or short sales;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>-</B>&nbsp;transactions involving cross or block trades or otherwise on the open market;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>-</B>&nbsp;purchases by brokers, dealers or underwriters as principal and resale by such purchasers
for their own accounts under this prospectus;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>-</B>&nbsp;&#147;at the market&#148; to or through market makers or into an existing market for the common
stock;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>-</B>&nbsp;in other ways not involving market makers or established trading markets, including direct
sales to purchasers or sales effected through agents;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>-</B>&nbsp;through transactions in options, swaps or other derivatives (whether exchange listed or
otherwise); or
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>-</B>&nbsp;any combination of the above, or by any other legally available means.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, the selling shareholders or their respective successors in interest may enter
into hedging transactions with broker-dealers who may engage in short sales of common stock in the
course of hedging the positions they assume with the selling shareholders. The selling shareholders
or their respective successors in interest may also enter into option or other transactions with
broker-dealers that require delivery by such broker-dealers of the common stock, which common stock
may be resold thereafter under this prospectus.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Brokers, dealers, underwriters or agents participating in the distribution of the common stock
may receive compensation in the form of discounts, concessions or commissions from the selling
shareholders and/or the purchasers of common stock for whom such broker-dealers may act as agent or
to whom they may sell as principal, or both (which compensation as to a particular broker-dealer
may be in excess of customary commissions).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any securities covered by this prospectus that qualify for sale under Rule&nbsp;144 under the
Securities Act may be sold under that Rule rather than under this prospectus.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We cannot assure you that the selling shareholders will sell any or all of the shares of
common stock offered by the selling shareholders.
</DIV>

<P align="center" style="font-size: 10pt">23
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In order to comply with the securities laws of certain states, if applicable, the selling
shareholders will sell the common stock in jurisdictions only through registered or licensed
brokers or dealers. In addition, in certain states, the selling shareholders may not sell the
common stock unless the shares of common stock have been registered or qualified for sale in the
applicable state or an exemption from the registration or qualification requirement is available
and is complied with.
</DIV>
<DIV align="left">
<A name="108"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">DESCRIPTION OF SECURITIES
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt">COMMON STOCK
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are authorized to issue 300,000,000 shares of our $.01 par value common stock, of which
42,100,000 shares were issued and outstanding as of July&nbsp;31, 2005. Holders of common stock are
entitled to cast one vote for each share held of record on all matters presented to shareholders.
Shareholders do not have cumulative rights; hence, the holders of more than 50% of the outstanding
common stock can elect all directors.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Holders of common stock are entitled to receive such dividends as may be declared by the Board
of Directors out of funds legally available therefor and, in the event of liquidation, to share pro
rata in any distribution of our assets after payment of all liabilities. We do not anticipate that
any dividends on common stock will be declared or paid in the foreseeable future. Holders of common
stock do not have any rights of redemption or conversion or preemptive rights to subscribe to
additional shares if issued by us. All of the outstanding shares of our common stock are fully
paid and nonassessable.
</DIV>
<DIV align="left">
<A name="109"></A>
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">INTERESTS OF NAMED EXPERTS AND COUNSEL
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt">EXPERTS
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The consolidated balance sheets of Delta Petroleum Corporation as of June&nbsp;30, 2004 and 2003,
and the related consolidated statements of operations, stockholders<FONT style="font-family: WP TypographicSymbols">&#061;</FONT> equity and comprehensive
income, and cash flows for each of the years in the three-year period ended June&nbsp;30, 2004; the
statement of oil and gas revenue and direct lease operating expenses of the Alpine assets for the
fiscal years ended June&nbsp;30, 2004, 2003 and 2002; and the statement of oil and gas revenue and
direct lease operating expenses of the Manti assets for the fiscal years ended June&nbsp;30, 2004, 2003
and 2002, incorporated herein by reference, have been incorporated herein in reliance upon the
reports of KPMG LLP, an independent registered public accounting firm, upon the authority of said
firm as experts in accounting and auditing.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The audit report covering the June&nbsp;30, 2004 Consolidated Financial Statements of Delta
Petroleum Corporation refers to the adoption of Statement of Financial Accounting Standards No.
143, Accounting for Asset Retirement Obligations, as of July&nbsp;1, 2002.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt">LEGAL MATTERS
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The validity of the issuance of the common stock offered pursuant to this prospectus will be
passed upon for us by Krys Boyle, P.C., Denver, Colorado. Shareholders and employees of
Krys Boyle, P.C. own an aggregate of 3,600 shares of Delta common stock that were purchased on the
open market for cash at prevailing prices.
</DIV>

<P align="center" style="font-size: 10pt">24
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 12pt">RESERVE ENGINEERS
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Certain information incorporated by reference in this prospectus regarding estimated
quantities of oil and natural gas reserves associated with our oil and gas properties, the future
net revenues from those reserves and their present value is based on estimates of the reserves and
present values prepared by or derived from estimates prepared by Ralph E. Davis Associates, Inc. or
Mannon Associates, independent reserve engineers. The reserve information is incorporated by
reference herein in reliance upon the authority of said firms as experts with respect to such
reports.
</DIV>

<P align="center" style="font-size: 10pt">25
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">PART II
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 6pt">INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt">Item&nbsp;3. Incorporation of Documents by Reference.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following documents filed by the Company with the Commission are incorporated in this
Registration Statement:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">1.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Annual Report on Form 10-K for fiscal year ended June&nbsp;30, 2004,
filed on September&nbsp;13, 2004, Exchange Act reporting number 0-16203.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">2.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Amendment No.&nbsp;1 to Annual Report on Form 10-K for fiscal year ended
June&nbsp;30, 2004, filed on Form 10-K/A on October&nbsp;28, 2004, Exchange Act reporting number 0-16203.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">3.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Amendment No.&nbsp;2 to Annual Report on Form 10-K for fiscal year ended
June&nbsp;30, 2004, filed on Form 10-K/A on March&nbsp;8, 2005, Exchange Act reporting number 0-16203.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">4.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Quarterly Report on Form 10-Q for the quarter ended September&nbsp;30,
2004, filed on November&nbsp;9, 2004, Exchange Act reporting number<BR>
0-16203.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">5.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Quarterly Report on Form 10-Q for the quarter ended December&nbsp;31,
2004, filed on February&nbsp;9, 2005, Exchange Act reporting number<BR>
0-16203.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">6.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Quarterly Report on Form 10-Q for the quarter ended March&nbsp;31, 2005,
filed on May&nbsp;10, 2005, Exchange Act reporting number 0-16203.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">7.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Current Report on Form 8-K, dated August&nbsp;9, 2005, filed on August&nbsp;10, 2005,
Exchange Act reporting number 0-16203.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">8.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Current Report on Form 8-K, dated June&nbsp;29, 2005, filed on July&nbsp;6, 2005,
Exchange Act reporting number 0-16203.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">9.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Current Report on Form 8-K, dated June&nbsp;17, 2005, filed on June&nbsp;22,
2005, Exchange Act reporting number 0-16203.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">10.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Current Report on Form 8-K, dated May&nbsp;5, 2005, filed on May&nbsp;11,
2005, Exchange Act reporting number 0-16203.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">11.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Current Report on Form 8-K/A, dated January&nbsp;21, 2005 filed on
April&nbsp;6, 2005, Exchange Act reporting number 0-16203.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">12.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Current Report on Form 8-K, dated March&nbsp;23, 2005, filed on March&nbsp;29,
2005, Exchange Act reporting number 0-16203.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">13.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Current Report on Form 8-K, dated March&nbsp;15, 2005, filed on March&nbsp;21,
2005, Exchange Act reporting number 0-16203.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">14.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Current Report on Form 8-K, dated March&nbsp;9, 2005 filed on March&nbsp;15,
2005, Exchange Act reporting number 0-16203.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">15.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Current Report on Form 8-K, dated March&nbsp;3, 2005, filed on March&nbsp;4,
2005, Exchange Act reporting number 0-16203.</TD>
</TR>



</TABLE>
</DIV>
<P align="center" style="font-size: 10pt">II-1
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">


<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">16.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Current Report on Form 8-K, dated February&nbsp;28, 2005 (reporting
information under Items 8.01 and 9.01) filed on February&nbsp;28, 2005,<BR>
Exchange Act reporting number 0-16203.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">17.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Current Report on Form 8-K, dated January&nbsp;21, 2005, filed on January
24, 2005, Exchange Act reporting number 0-16203.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">18.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Current Report on Form 8-K, dated January&nbsp;21, 2005, filed on January
21, 2005, Exchange Act reporting number 0-16203.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">19.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Current Report on Form 8-K, dated December&nbsp;28, 2004, filed on
December&nbsp;28, 2004, Exchange Act reporting number 0-16203.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">20.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Current Report on Form 8-K, dated November&nbsp;19, 2004, filed on
November&nbsp;19, 2004, Exchange Act reporting number 0-16203.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">21.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Definitive Proxy Materials on Schedule&nbsp;14A, filed on November&nbsp;22,
2004, Exchange Act reporting number 0-16203.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">22.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Current Report on Form 8-K, dated November&nbsp;5, 2004, filed on November
12, 2004, Exchange Act reporting number 0-16203.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">23.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Current Report on Form 8-K, dated November&nbsp;4, 2004, filed on November
10, 2004, Exchange Act reporting number 0-16203, except for information disclosed under Item&nbsp;2.02.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">24.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Current Report on Form 8-K, dated October&nbsp;26, 2004, filed on October
29, 2004, Exchange Act reporting number 0-16203.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">25.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Current Report on Form 8-K, dated September&nbsp;29, 2004, filed on
October&nbsp;1, 2004, Exchange Act reporting number 0-16203.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">26.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Current Report on Form 8-K, dated August&nbsp;25, 2004, filed on August&nbsp;26,
2004, Exchange Act reporting number 0-16203.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">27.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Current Report on Form 8-K, dated August&nbsp;6, 2004, filed on August&nbsp;6,
2004, Exchange Act reporting number 0-16203.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">28.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Current Report on Form 8-K/A, dated June&nbsp;29, 2004, filed on September
13, 2004, Exchange Act reporting number 0-16203.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">29.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Current Report on Form 8-K, dated June&nbsp;29, 2004, filed on July&nbsp;8, 2004,
Exchange Act reporting number 0-16203.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">31.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>The description of the Company&#146;s common stock contained in our
Registration Statement on Form&nbsp;10 filed September&nbsp;9, 1987, Exchange Act reporting number 0-16203.</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="3%" nowrap align="left">32.</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>All documents filed by the Company, subsequent to the date of this
prospectus, under Sections&nbsp;13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, prior to the termination of the offering described
herein.</TD>
</TR>


</TABLE>
</DIV>
<P align="center" style="font-size: 10pt">II-2
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV style="margin-top: 6pt"><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">



</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any statement contained in a document incorporated by reference herein shall be deemed to be
modified or superseded for all purposes to the extent that a statement contained in this prospectus
or in any other subsequently filed document which is also incorporated herein by reference modifies
or replaces such statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this prospectus.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We will provide without charge to each person to whom this prospectus is delivered, on written
or oral request of such person, a copy (without exhibits) of any or all documents incorporated by
reference in this prospectus. Requests for such copies should be directed to Kevin K. Nanke, Delta
Petroleum Corporation, Suite&nbsp;4300, 370 17th Street, Denver, Colorado 80202, or (303)&nbsp;293-9133.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt">Item&nbsp;4. Description of Securities. Not applicable.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt">Item&nbsp;5. Interests of Named Experts and Counsel. Not applicable.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt">Item&nbsp;6. Indemnification of Directors and Officers.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Colorado Business Corporation Act (the &#147;Act&#148;) provides that a Colorado corporation may
indemnify a person made a party to a proceeding because the person is or was a director against
liability incurred in the proceeding if (a)&nbsp;the person conducted himself or herself in good faith,
and (b)&nbsp;the person reasonably believed: (i)&nbsp;in the case of conduct in an official capacity with the
corporation, that his or her conduct was in the corporation&#146;s best interests; and (ii)&nbsp;in all other
cases, that his or her conduct was at least not opposed to the corporation&#146;s best interests; and
(iii)&nbsp;in the case of any criminal proceeding, the person had no reasonable cause to believe his or
her conduct was unlawful. The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative
that the director did not meet the standard of conduct described in the Act. The Act also provides
that a Colorado corporation is not permitted to indemnify a director (a)&nbsp;in connection with a
proceeding by or in the right of the corporation in which the director was adjudged liable to the
corporation; or (b)&nbsp;in connection with any other proceeding charging that the director derived an
improper personal benefit, whether or not involving action in an official capacity, in which
proceeding the director was adjudged liable on the basis that he or she derived an improper
personal benefit. Indemnification permitted under the Act in connection with a proceeding by or in
the right of the corporation is limited to reasonable expenses incurred in connection with the
proceeding.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Article&nbsp;X of the Company&#146;s Articles of Incorporation provides as follows:
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">&#147;ARTICLE X
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt">INDEMNIFICATION
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The corporation may:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(A)&nbsp;Indemnify any person who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative (other than an action by or in the right of the corporation), by
reason of the fact that he is or was a director, officer, employee, or agent of the corporation
</DIV>

<P align="center" style="font-size: 10pt">II-3
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">
<DIV align="left" style="font-size: 10pt; margin-top: 6pt">or is or was serving at the request of the corporation as a director, officer, employee, or agent
of another corporation, partnership, joint venture, trust, or other enterprise, against expenses
(including attorneys&#146; fees), judgments, fines, and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit, or proceeding, if he acted in good
faith and in a manner he reasonably believed to be in the best interest of the corporation and,
with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement,
or conviction or upon a plea of nolo contendere or its equivalent shall not of itself create a
presumption that the person did not act in good faith and in a manner which he reasonably believed
to be in the best interest of the corporation and, with respect to any criminal action or
proceeding, had reasonable cause to believe his conduct was unlawful.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(B)&nbsp;The corporation may indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending, or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is or was a director,
officer, employee, or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee, or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys&#146; fees) actually and
reasonably incurred by him in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in the best interest of the
corporation; but no indemnification shall be made in respect of any claim, issue, or matter as to
which such person has been adjudged to be liable for negligence or misconduct in the performance of
his duty to the corporation unless and only to the extent that the court in which such action or
suit was brought determines upon application that, despite the adjudication of liability, but in
view of all circumstances of the case, such person is fairly and reasonably entitled to
indemnification for such expenses which such court deems proper.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(C)&nbsp;To the extent that a director, officer, employee, or agent of a corporation has been
successful on the merits in defense of any action, suit, or proceeding referred to in (A)&nbsp;or (B)&nbsp;of
this Article&nbsp;X or in defense of any claim, issue, or matter therein, he shall be indemnified
against expenses (including attorneys&#146; fees) actually and reasonably incurred by him in connection
therewith.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(D)&nbsp;Any indemnification under (A)&nbsp;or (B)&nbsp;of this Article&nbsp;X (unless ordered by a court) and as
distinguished from (C)&nbsp;of this Article shall be made by the corporation only as authorized in the
specific case upon a determination that indemnification of the director, officer, employee, or
agent is proper in the circumstances because he has met the applicable standard of conduct set
forth in (A)&nbsp;or (B)&nbsp;above. Such determination shall be made by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to such action, suit, or
proceeding, or, if such a quorum is not obtainable or, even if obtainable, if a quorum of
disinterested directors so directs, by independent legal counsel in a written opinion, or by the
shareholders.
</DIV>

<P align="center" style="font-size: 10pt">II-4
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(E)&nbsp;Expenses (including attorneys&#146; fees) incurred in defending a civil or criminal action,
suit, or proceeding may be paid by the corporation in advance of the final disposition of such
action, suit, or proceeding as authorized in (C)&nbsp;or (D)&nbsp;of this Article&nbsp;X upon receipt of an
undertaking by or on behalf of the director, officer, employee, or agent to repay such amount
unless it is ultimately determined that he is entitled to be indemnified by the corporation as
authorized in this Article&nbsp;X.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(F)&nbsp;The indemnification provided by this Article&nbsp;X shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any applicable law, bylaw, agreement, vote
of shareholders or disinterested directors, or otherwise, and any procedure provided for by any of
the foregoing, both as to action in his official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has ceased to be a director,
officer, employee, or agent and shall inure to the benefit of heirs, executors, and administrators
of such a person.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(G)&nbsp;The corporation may purchase and maintain insurance on behalf of any person who is or was
a director, officer, employee or agent of the corporation or who is or was serving at the request
of the corporation as a director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise against any liability asserted against him and incurred
by him in any such capacity or arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability under provisions of this Article&nbsp;X.&#148;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt">Item&nbsp;7. Exemption from Registration Claimed.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;With regard to the shares of the Company&#146;s common stock issued in restricted stock grants to
certain officers and directors of the Company, the Company relied on the exemption provided by
Section&nbsp;4(2) under the Securities Act of 1933, as amended. Each of the persons was an officer
and/or director of the Company who had access to complete information about the Company. A
restrictive legend was placed on the certificates issued to these persons and stop transfer orders
were entered with the Company&#146;s transfer agent.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt">Item&nbsp;8. Exhibits.
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="30%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left">Exhibit</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">Number</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">Description</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">Location</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Krys Boyle, P.C.
regarding legality.
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Filed herewith electronically.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of KPMG LLP.
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Filed herewith electronically.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Krys Boyle, P.C.
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(Contained in Exhibit&nbsp;5.1)</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Ralph E. Davis
Associates, Inc.
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Filed herewith electronically.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Mannon
Associates, Inc.
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Filed herewith electronically.</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt">II-5
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="left" style="font-size: 10pt; margin-top: 12pt">Item&nbsp;9. Undertakings.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The undersigned Company hereby undertakes:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;to file, during any period in which offers or sales are being made, a post-effective
amendment to the registration statement:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>To include any prospectus required by Section&nbsp;10(a)(3) of the
Securities Act of 1933;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>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; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR>
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>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.</TD>
</TR>

</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;that for purposes 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;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;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;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(4)&nbsp;that, for purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant&#146;s annual report pursuant to Section 13(a) or 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 the time shall be deemed to be the initial bona fide offering; and
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(5)&nbsp;that, insofar as indemnification for liabilities arising under the Securities Act of 1933
may be permitted to directors, officers and controlling persons of the Company pursuant to the
foregoing provisions, or otherwise, the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company 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, the Company will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
</DIV>

<P align="center" style="font-size: 10pt">II-6
</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="center" style="font-size: 10pt; margin-top: 18pt">SIGNATURES
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has
reasonable grounds to believe that it meets all of 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 Denver and State of Colorado on the 16th day of August, 2005.
</DIV>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">DELTA PETROLEUM CORPORATION<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 0px solid #000000" align="left">/s/ Roger A. Parker
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">Roger A. Parker, Chief Executive&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">Officer&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 0px solid #000000" align="left">     /s/ Kevin K. Nanke
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">Kevin K. Nanke, Chief Financial&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">Officer&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
<TR>
    <TD colspan="5">&nbsp;</TD>
</TR>
</TABLE>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, this Form S-8 Registration
Statement has been signed below by the following persons on our behalf and in the capacities and on
the dates indicated.
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="30%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">Signature and Title</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000">Date</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<tr><td>&nbsp;</td></tr>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Alerron H. Larson, Jr.
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">August&nbsp;16, 2005</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Aleron H. Larson, Jr., Director</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Roger A. Parker
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">August&nbsp;16, 2005</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Roger A. Parker, Director</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ James B. Wallace
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">August&nbsp;16, 2005</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">James B. Wallace, Director</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Jerrie F. Eckelberger
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">August&nbsp;16, 2005</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Jerrie F. Eckelberger, Director</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Russell S. Lewis
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">August&nbsp;16, 2005</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Russell S. Lewis, Director</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Kevin R. Collins
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">August&nbsp;16, 2005</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Kevin R. Collins, Director</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Jordan R. Smith
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">August&nbsp;16, 2005</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Jordan R. Smith, Director</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Neal A. Stanley
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">August&nbsp;16, 2005</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">Neal A. Stanley, Director</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px"><DIV style="font-size: 1pt; border-top: 1px solid #000000">&nbsp;</DIV>
James P. Van Blarcom, Director
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>


<P align="center" style="font-size: 10pt">&nbsp;
</DIV>

<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always"><A HREF="#tocpage">Table of Contents</A></H5><P>

<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>Exhibit&nbsp;Index</B>
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="2%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
    <TD width="2%">&nbsp;</TD>
    <TD width="30%">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left">Exhibit</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center">&nbsp;</TD>
</TR>
<TR style="font-size: 8pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">Number</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">Description</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="left" style="border-bottom: 1px solid #000000">Location</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
<tr><td>&nbsp;</td></tr>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Opinion of Krys Boyle, P.C.
regarding legality.
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Filed herewith electronically.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of KPMG LLP.
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Filed herewith electronically.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Krys Boyle, P.C.
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">(Contained in Exhibit&nbsp;5.1)</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Ralph E. Davis
Associates, Inc.
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Filed herewith electronically.</TD>
</TR>
<TR valign="bottom"><!-- Blank Space -->
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">23.4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Consent of Mannon
Associates, Inc.
</TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">Filed herewith electronically.</TD>
</TR>
<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt">&nbsp;
</DIV>


</BODY>
</HTML>
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sv8
Table of Contents
As Filed With the Securities and Exchange Commission on August 16, 2005
Registration Statement No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT of 1933
DELTA PETROLEUM CORPORATION
(Exact Name of Registrant in its Charter)
Colorado
84-1060803
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification No.)
Suite 4300, 370 17th Street, Denver, Colorado 80202
(303) 293-9133
(Address and telephone number of principal
executive offices and principal place of business)
Delta Petroleum Corporation 2004 Incentive Plan
(Full title of plan)
Roger A. Parker, Chief Executive Officer
Delta Petroleum Corporation
Suite 4300, 370 17th Street
Denver, Colorado 80202
(303) 293-9133
(Name, address and telephone
number of agent for service)
Copy to:
STANLEY F. FREEDMAN, ESQ.
Krys Boyle, P.C.
600 Seventeenth Street, Suite 2700 South
Denver, Colorado 80202-5427
(303) 893-2300
CALCULATION OF REGISTRATION FEE
Proposed
Proposed
Maximum
Maximum
Title of Class of
Offering
Aggregate
Amount of
Securities to be
Amount to be
Price
Offering
Registration
Registered
Registered
Per Share
Price
Fee
Common Stock,
$.01 Par Value
959,700
$
14.79
(1)
$
14,193,963
(1)
$
1,670.63
Common Stock,
$.01 Par Value
690,300
$
18.45
(2)
$
12,736,035
(2)
$
1,499.03
Total
$
3,169.66
(1) Estimated solely for the purpose of computing the amount of registration fee based on the
weighted average exercise price of outstanding options to purchase 959,700 shares.
(2) Estimated solely for the purpose of computing the amount of registration fee based on the
closing price of Registrant's Common Stock on the Nasdaq National Market on August 12, 2005 of
$18.45.
Table of Contents
REOFFER PROSPECTUS pursuant to General Instruction C of Form S-8
PART I OF FORM S-3
Up to 593,000 Shares
Delta Petroleum Corporation
Common Stock
The selling shareholders may use this prospectus in connection with sales of up to 593,000
shares of our common stock.
Trading Symbol
NASDAQ National Market
"DPTR"
Consider carefully the risk factors beginning on page 10 of this prospectus.
The selling shareholders may sell the common stock at prices and on terms determined by the
market, in negotiated transactions or through underwriters. We will not receive any proceeds from
the sale of shares by the selling shareholders.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is August 16, 2005.
Table of Contents
AVAILABLE INFORMATION
We are subject to the information requirements of the Securities Exchange Act of 1934, as
amended, and in accordance therewith file reports and other information with the Securities and
Exchange Commission. Such reports and other information filed by us can be inspected and copied at
the public reference facilities of the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549. Requests for copies should be directed to the Commission's Public
Reference Section, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. Please call
the Commission at 1-800-SEC-0330 for more information on the public reference rooms. The
Commission maintains a Web site (http://www.sec.gov) that contains reports, proxy and information
statements and other information regarding registrants, including us, that file electronically.
We have filed with the Commission a Registration Statement on Form S-8 (together with all
exhibits, amendments and supplements, the "Registration Statement") of which this prospectus
constitutes a part, under the Securities Act of 1933, as amended (the "Securities Act"). This
prospectus does not contain all of the information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules of the Commission. For further information
pertaining to us, reference is made to the Registration Statement. Statements contained in this
prospectus or any document incorporated herein by reference concerning the provisions of documents
are necessarily summaries of such documents, and each such statement is qualified in its entirety
by reference to the copy of the applicable document filed with the Commission. Copies of the
Registration Statement are on file at the offices of the Commission, and may be inspected without
charge at the offices of the Commission, the addresses of which are set forth above, and copies may
be obtained from the Commission at prescribed rates. The Registration Statement has been filed
electronically through the Commission's Electronic Data Gathering, Analysis and Retrieval System
and may be obtained through the Commission's Web site (http://www.sec.gov).
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents that we have filed with the Commission shall be deemed to be
incorporated in this prospectus and to be a part hereof from the date of the filing of such
documents:
1.
Annual Report on Form 10-K for fiscal year ended June 30, 2004,
filed on September 13, 2004, Exchange Act reporting number 0-16203.
2.
Amendment No. 1 to Annual Report on Form 10-K for fiscal year ended
June 30, 2004, filed on Form 10-K/A on October 28, 2004, Exchange Act reporting number 0-16203.
3.
Amendment No. 2 to Annual Report on Form 10-K for fiscal year ended
June 30, 2004, filed on Form 10-K/A on March 8, 2005, Exchange Act reporting number 0-16203.
4.
Quarterly Report on Form 10-Q for the quarter ended September 30,
2004, filed on November 9, 2004, Exchange Act reporting number
0-16203.
5.
Quarterly Report on Form 10-Q for the quarter ended December 31, 2004,
filed on February 9, 2005, Exchange Act reporting number 0-16203.
6.
Quarterly Report on Form 10-Q for the quarter ended March 31, 2005,
filed on May 10, 2005, Exchange Act reporting number 0-16203.
2
Table of Contents
7.
Current Report on Form 8-K, dated August 9, 2005, filed on August 10, 2005,
Exchange Act reporting number 0-16203.
8.
Current Report on Form 8-K, dated June 29, 2005, filed on July 6, 2005,
Exchange Act reporting number 0-16203.
9.
Current Report on Form 8-K, dated June 17, 2005, filed on June 22,
2005, Exchange Act reporting number 0-16203.
10.
Current Report on Form 8-K, dated May 5, 2005, filed on May 11,
2005, Exchange Act reporting number 0-16203.
11.
Current Report on Form 8-K/A, dated January 21, 2005 filed on
April 6, 2005, Exchange Act reporting number 0-16203.
12.
Current Report on Form 8-K, dated March 23, 2005, filed on March 29,
2005, Exchange Act reporting number 0-16203.
13.
Current Report on Form 8-K, dated March 15, 2005, filed on March 21,
2005, Exchange Act reporting number 0-16203.
14.
Current Report on Form 8-K, dated March 9, 2005 filed on March 15,
2005, Exchange Act reporting number 0-16203.
15.
Current Report on Form 8-K, dated March 3, 2005, filed on March 4,
2005, Exchange Act reporting number 0-16203.
16.
Current Report on Form 8-K, dated February 28, 2005 (reporting
information under Items 8.01 and 9.01) filed on February 28, 2005,
Exchange Act reporting number 0-16203.
17.
Current Report on Form 8-K, dated January 21, 2005, filed on January
24, 2005, Exchange Act reporting number 0-16203.
18.
Current Report on Form 8-K, dated January 21, 2005, filed on January
21, 2005, Exchange Act reporting number 0-16203.
19.
Current Report on Form 8-K, dated December 28, 2004, filed on
December 28, 2004, Exchange Act reporting number 0-16203.
20.
Current Report on Form 8-K, dated November 19, 2004, filed on
November 19, 2004, Exchange Act reporting number 0-16203.
21.
Definitive Proxy Materials on Schedule 14A, filed on November 22,
2004, Exchange Act reporting number 0-16203.
22.
Current Report on Form 8-K, dated November 5, 2004, filed on November
12, 2004, Exchange Act reporting number 0-16203.
23.
Current Report on Form 8-K, dated November 4, 2004, filed on November
10, 2004, Exchange Act reporting number 0-16203, except for information disclosed under Item 2.02.
24.
Current Report on Form 8-K, dated October 26, 2004, filed on October
29, 2004, Exchange Act reporting number 0-16203.
25.
Current Report on Form 8-K, dated September 29, 2004, filed on
October 1, 2004, Exchange Act reporting number 0-16203.
26.
Current Report on Form 8-K, dated August 25, 2004, filed on August 26,
3
Table of Contents
2004, Exchange Act reporting number 0-16203.
27.
Current Report on Form 8-K, dated August 6, 2004, filed on August 6,
2004, Exchange Act reporting number 0-16203.
28.
Current Report on Form 8-K/A, dated June 29, 2004, filed on September
13, 2004, Exchange Act reporting number 0-16203.
29.
Current Report on Form 8-K, dated June 29, 2004, filed on July 8, 2004,
Exchange Act reporting number 0-16203.
30.
The description of the Company's common stock contained in our
Registration Statement on Form 10 filed September 9, 1987, Exchange Act reporting number 0-16203.
31.
All documents filed by the Company, subsequent to the date of this
prospectus, under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, prior to the termination of the offering described
herein.
Any statement contained in a document incorporated by reference herein shall be deemed to be
modified or superseded for all purposes to the extent that a statement contained in this prospectus
or in any other subsequently filed document which is also incorporated herein by reference modifies
or replaces such statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this prospectus. Unless specifically
stated to the contrary, none of the information that we disclose under Items 2.02 or 7.01 of any
Current Report on Form 8-K that we may from time to time furnish to the SEC will be incorporated by
reference into, or otherwise included in, this prospectus.
We will provide without charge to each person, including any beneficial owner, to whom this
prospectus is delivered, on written or oral request of such person, a copy of any or all documents
incorporated by reference in this prospectus. Requests for such copies should be directed to Kevin
K. Nanke, Delta Petroleum Corporation, Suite 4300, 370 17th Street, Denver, Colorado 80202, or
(303) 293-9133.
CAUTIONARY STATEMENT FOR PURPOSES OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND OTHER
FEDERAL SECURITIES LAWS
We are including the following discussion to inform our existing and potential security
holders generally of some of the risks and uncertainties that can affect us and to take advantage
of the "safe harbor" protection for forward-looking statements afforded under federal securities
laws. From time to time, our management or persons acting on our behalf make forward-looking
statements to inform existing and potential security holders about us. These statements may
include projections and estimates concerning the timing and success of specific projects and our
future (1) income, (2) oil and gas production, (3) oil and gas reserves and reserve replacement and
(4) capital spending. Forward-looking statements are generally accompanied by words such as
"estimate," "project," "predict," "believe," "expect," "anticipate," "plan," "goal" or other words
that convey the uncertainty of future events or outcomes. Sometimes we will specifically describe a
statement as being a forward-looking statement. In addition, except for the historical information
contained in this prospectus, the matters discussed in this prospectus are forward-looking
statements. These statements by their nature are subject to certain risks, uncertainties and
assumptions and will be influenced by various factors. Should any of the assumptions underlying a
forward-looking statement prove incorrect, actual results could vary materially.
4
Table of Contents
We believe the factors discussed below are important factors that could cause actual results
to differ materially from those expressed in a forward-
looking statement made herein or elsewhere by us or on our behalf. The factors listed below are not
necessarily all of the important factors. Unpredictable or unknown factors not discussed herein
could also have material adverse effects on actual results of matters that are the subject of
forward-looking statements. We do not intend to update our description of important factors each
time a potential important factor arises. We advise our shareholders that they should (1) be aware
that important factors not described below could affect the accuracy of our forward-looking
statements and (2) use caution and common sense when analyzing our forward-looking statements in
this document or elsewhere, and all of such forward-looking statements are qualified by this
cautionary statement.
Historically, natural gas and crude oil prices have been volatile. These prices rise and fall
based on changes in market demand and changes in the political, regulatory and economic climate and
other factors that affect commodities markets generally and are outside of our control. Deviations
in the market prices of both crude oil and natural gas and the effects of acquisitions,
dispositions and exploratory development activities may have a significant effect on the quantities
and future values of reserves.
Projecting future rates of oil and gas production is inherently imprecise. Producing oil and
gas reservoirs generally have declining production rates.
All of our reserve information is based on estimates. Reservoir engineering is a subjective
process of estimating underground accumulations of oil and natural gas that cannot be measured in
an exact way. There are numerous uncertainties inherent in estimating quantities of proved natural
gas and oil reserves.
Changes in the legal and/or regulatory environment could have a material adverse effect on our
future results of operations and financial condition. Our ability to explore for and economically
produce and sell our oil and gas production is affected and could possibly be restrained by a
number of legal and regulatory factors, particularly with respect to our offshore California
properties.
Our drilling operations are subject to various risks common in the industry, including
cratering, explosions, fires and uncontrollable flows of oil, gas or well fluids.
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Page
Prospectus Summary
7
Risk Factors
8
Use of Proceeds
20
Determination of Offering Price
20
Recent Material Changes in our Business
20
Selling Shareholders
21
Plan of Distribution
23
Description of Securities
24
Interests of Named Experts and Counsel
24
Opinion and Consent of Krys Boyle, P.C.
Consent of KPMG LLP
Consent of Ralph E. Davis Associates, Inc.
Consent of Mannon Associates, Inc.
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PROSPECTUS SUMMARY
The following is a summary of the pertinent information regarding this offering. This summary
is qualified in its entirety by the more detailed information and financial statements and related
notes incorporated by reference into this prospectus.
Delta
Delta Petroleum Corporation ("Delta," the "Company," "we" or "us") is a Colorado corporation
organized on December 21, 1984. We maintain our principal executive offices at 370 Seventeenth
Street, Suite 4300, Denver, Colorado 80202, and our telephone number is (303) 293-9133. Our common
stock is listed on the NASDAQ National Market under the symbol "DPTR."
We are engaged in the acquisition, exploration, development and production of oil and gas
properties. As of June 30, 2004, we had varying interests in 554 gross (247.8 net) productive
wells located in thirteen states and offshore California. These do not include varying small
interests in 666 gross (5.2 net) wells located primarily in Texas which are owned by our subsidiary
Piper Petroleum Company. We also have interests in five federal units and one lease offshore
California near Santa Barbara along with a financial interest in a nearby producing offshore
federal unit. At June 30, 2004, we estimated onshore proved reserves to be approximately
11,378,000 barrels of oil and 88.5 billion cubic feet of gas, of which approximately 6,240,000
barrels of oil and 55.8 billion cubic feet of gas were proved developed reserves. At June 30, 2004,
we estimated offshore proved reserves to be approximately 1,827,000 barrels of oil, of which
approximately 695,000 barrels were proved developed reserves. Our reserve estimates change
continuously and are evaluated by us on an annual basis. Deviations in the market prices of both
crude oil and natural gas and the effects of acquisitions, dispositions and exploratory development
activities may have a significant effect on the quantities and future values of our reserves.
The Offering
Securities Offered
Up to 593,000 shares of our common stock offered
by the selling shareholders.
Offering Price
The shares being offered pursuant to this prospectus
are being offered by the selling shareholders from time to time at the then current market price.
Common Stock
Outstanding
42,100,000 shares of common stock $.01 par value were outstanding as of July 31, 2005.
Dividend Policy
We do not anticipate paying dividends on our common
stock in the foreseeable future.
Use of Proceeds
The shares offered pursuant to this prospectus are
being sold by the selling shareholders and we will
not receive any proceeds of the offering.
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RISK FACTORS
Prospective investors should consider carefully, in addition to the other information in this
prospectus, the following:
RISKS RELATED TO OUR BUSINESS AND INDUSTRY
OIL AND NATURAL GAS PRICES ARE VOLATILE AND A DECREASE COULD ADVERSELY AFFECT OUR REVENUES, CASH
FLOWS AND PROFITABILITY.
Our revenues, profitability and future rate of growth depend substantially upon the market prices
of oil and natural gas, which fluctuate widely. Sustained declines in oil and gas prices may
adversely affect our financial condition, liquidity and results of operations. Factors that can
cause market prices of oil and natural gas to fluctuate include:
- relatively minor changes in the supply of and demand for oil and natural gas;
- market uncertainty;
- the level of consumer product demands;
- weather conditions;
- U.S. and foreign governmental regulations;
- the price and availability of alternative fuels;
- political and economic conditions in oil producing countries, particularly those in
the Middle East, including actions by the Organization of Petroleum Exporting Countries;
- the foreign supply of oil and natural gas; and
- the price of oil and gas imports, consumer preferences and overall U.S. and foreign economic
conditions.
We are not able to predict future oil and natural gas prices. At various times, excess domestic and
imported supplies have depressed oil and gas prices. Lower prices may reduce the amount of oil and
natural gas that we can produce economically and may also require us to write down the carrying
value of our oil and gas properties. Substantially all of our oil and natural gas sales are made in
the spot market or pursuant to contracts based on spot market prices, not long-term fixed price
contracts. Any substantial or extended decline in the prices of or demand for oil or natural gas
would have a material adverse effect on our financial condition and results of operations.
WE MAY NOT BE ABLE TO REPLACE PRODUCTION WITH NEW RESERVES.
Our reserves will decline significantly as they are produced unless we acquire properties with
proved reserves or conduct successful development and exploration drilling activities. Our future
oil and natural gas production is highly dependent upon our level of success in finding or
acquiring additional reserves that are economically feasible and developing existing proved
reserves, which we may not be successful in doing.
IF OIL OR NATURAL GAS PRICES DECREASE OR EXPLORATION AND DEVELOPMENT EFFORTS ARE UNSUCCESSFUL, WE
MAY BE REQUIRED TO TAKE WRITE DOWNS.
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In the past, we have been required to write down the carrying value of our oil and gas properties,
and there is a risk that we will be required to take additional writedowns in the future which
would reduce our earnings and stockholders' equity. A write down could occur when oil and gas
prices are low or if we have substantial downward adjustments to our estimated proved reserves,
increases in our estimates of development costs or deterioration in our exploration and development
results.
We account for our crude oil and natural gas exploration and development activities utilizing the
successful efforts method of accounting. Under this method, costs of productive exploratory wells,
development dry holes and productive wells and undeveloped leases are capitalized. Oil and gas
lease acquisition costs are also capitalized. Exploratory drilling costs are initially capitalized,
but charged to expense if and when the well is determined not to have found reserves in commercial
quantities. If the carrying amount of our oil and gas properties exceeds the estimated undiscounted
future net cash flows, we will adjust the carrying amount of the oil and gas properties to their
fair value.
We review our oil and gas properties for impairment whenever events and circumstances indicate a
decline in the recoverability of their carrying value. Once incurred, a write down of oil and gas
properties is not reversible at a later date even if gas or oil prices increase. Given the
complexities associated with oil and gas reserve estimates and the history of price volatility in
the oil and gas markets, events may arise that would require us to record an impairment of the
recorded carrying values associated with our oil and gas properties. As a result of our review, we
recognized an impairment of $1.5 million for fiscal 2002. Any such future charge will reduce our
earnings and stockholders' equity.
WE MAY NOT BE ABLE TO FUND OUR PLANNED CAPITAL EXPENDITURES.
We spend and will continue to spend a substantial amount of capital for the acquisition,
exploration, exploitation, development and production of oil and gas reserves. Our exploration and
development capital budget ranges from $60.0 to $80.0 million for fiscal 2005. If low oil and
natural gas prices, lack of adequate gathering or transportation facilities, operating difficulties
or other factors, many of which are beyond our control, cause our revenues and cash flows from
operating activities to decrease, we may be limited in our ability to spend the capital necessary
to complete our capital expenditures program. In addition, if our borrowing base under our senior
credit facility is re-determined to a lower amount, this could adversely affect our ability to fund
our planned capital expenditures. After utilizing our available sources of financing, we may be
forced to raise additional equity or debt proceeds to fund such expenditures. Additional equity or
debt financing or cash flow provided by operations may not be available to meet our capital
expenditure requirements.
THE EXPLORATION, DEVELOPMENT AND OPERATION OF OIL AND GAS PROPERTIES INVOLVE SUBSTANTIAL RISKS THAT
MAY RESULT IN A TOTAL LOSS OF INVESTMENT.
The business of exploring for and, to a lesser extent, developing and operating oil and gas
properties involves a high degree of business and financial risk, and thus a substantial risk of
investment loss that even a combination of experience, knowledge and careful evaluation may not be
able to overcome. Oil and gas drilling and production activities may be shortened, delayed or
canceled as a result of a variety of factors, many of which are beyond our control. These factors
include:
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-
unexpected drilling conditions;
-
pressure or irregularities in formations;
-
equipment failures or accidents;
-
weather conditions;
-
shortages in experienced labor; and
-
shortages or delays in the delivery of equipment.
As of June 30, 2004, approximately 42% of our proved reserves were undeveloped and had a book value
of $86.7 million. The cost to develop these reserves is estimated to be approximately $67.0
million. In addition, we have $49 million of capitalized costs on properties with no proved
reserves. We may drill wells that are unproductive or, although productive, do not produce oil
and/or gas in economic quantities. Acquisition and completion decisions generally are based on
subjective judgments and assumptions that are speculative. It is impossible to predict with
certainty the production potential of a particular property or well. Furthermore, a successful
completion of a well does not ensure a profitable return on the investment. A variety of
geological, operational, or market-related factors, including, but not limited to, unusual or
unexpected geological formations, pressures, equipment failures or accidents, fires, explosions,
blowouts, cratering, pollution and other environmental risks, shortages or delays in the
availability of drilling rigs and the delivery of equipment, loss of circulation of drilling fluids
or other conditions may substantially delay or prevent completion of any well or otherwise prevent
a property or well from being profitable. A productive well may become uneconomic in the event
water or other deleterious substances are encountered which impair or prevent the production of oil
and/or gas from the well. In addition, production from any well may be unmarketable if it is
contaminated with water or other deleterious substances.
OUR INDUSTRY EXPERIENCES NUMEROUS OPERATING HAZARDS THAT COULD RESULT IN SUBSTANTIAL LOSSES.
The exploration, development and operation of oil and gas properties also involve a variety of
operating risks including the risk of fire, explosions, blowouts, cratering, pipe failure,
abnormally pressured formations, natural disasters, acts of terrorism or vandalism, and
environmental hazards, including oil spills, gas leaks, pipeline ruptures or discharges of toxic
gases. These industry-operating risks can result in injury or loss of life, severe damage to or
destruction of property, natural resources and equipment, pollution or other environmental damage,
clean-up responsibilities, regulatory investigation and penalties, and suspension of operations
which could result in substantial losses.
We maintain insurance against some, but not all, of the risks described above. Such insurance may
not be adequate to cover losses or liabilities. Also, we cannot predict the continued availability
of insurance at premium levels that justify its purchase. The terrorist attacks on September 11,
2001 and the changes in the insurance markets attributable to those attacks have made some types of
insurance more difficult to obtain. We have been unable to secure the level and types of insurance
we would otherwise have secured prior to the terrorist attacks. We may not be able to maintain
insurance in the future at rates we consider reasonable. The occurrence of a significant event that
is not fully insured or indemnified against could materially and adversely affect our financial
condition and operations.
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OUR LEVEL OF INDEBTEDNESS COULD ADVERSELY AFFECT OUR ABILITY TO RAISE ADDITIONAL CAPITAL TO FUND
OUR OPERATIONS, LIMIT OUR ABILITY TO REACT TO CHANGES IN THE ECONOMY OR OUR INDUSTRY AND PREVENT US
FROM MEETING OUR OBLIGATIONS UNDER OUR SENIOR UNSECURED NOTES.
As of March 31, 2005, our total outstanding long term liabilities were $182,592,000. Our degree of
leverage could have important consequences for you, including the following:
- it may limit our ability to obtain additional debt or equity financing for working capital,
capital expenditures, further exploration, debt service requirements, acquisitions and general
corporate or other purposes;
- a substantial portion of our cash flows from operations will be dedicated to the payment of
principal and interest on our indebtedness and will not be available for other purposes, including
our operations, capital expenditures and future business opportunities;
- the debt service requirements of other indebtedness in the future could make it more
difficult for us to satisfy our financial obligations;
- certain of our borrowings, including borrowings under our senior credit facility, are at
variable rates of interest, exposing us to the risk of increased interest rates;
- it may limit our ability to adjust to changing market conditions and place us at a
competitive disadvantage compared to our competitors that have less debt; and
- we may be vulnerable in a downturn in general economic conditions or in our business, or we
may be unable to carry out capital spending and exploration activities that are important to
our growth.
We may be able to incur substantially more debt in the future, which may intensify the risks
described in this Prospectus. The indenture governing our 7% senior notes and our senior credit
facility do not prohibit us from doing so. As of March 31, 2005, we had approximately $27 million
outstanding under our senior credit facility and additional availability of approximately $33
million.
A DEFAULT UNDER OUR SENIOR CREDIT FACILITY COULD CAUSE US TO LOSE OUR PROPERTIES.
In order to obtain our senior credit facility, we granted first priority liens to the lending banks
on most of our oil and gas properties and the related equipment, inventory, accounts and proceeds.
Our senior credit facility includes terms and covenants that place limitations on certain types of
activities, including restrictions or requirements with respect to additional debt, liens, asset
sales, hedging activities, investments, dividends, mergers and acquisitions, and also includes
financial covenants.
Under certain conditions amounts outstanding under our senior credit facility may be accelerated.
Bankruptcy and insolvency events with respect to us or certain of our subsidiaries will result in
an automatic acceleration of the indebtedness under the senior credit facility. Subject to notice
and cure periods in certain cases, other events of default under the senior credit facility will
result in acceleration of the indebtedness at the option of the lending banks. Such other events of
default include, among other things, non-payment, breach of warranty, non-performance of
obligations under the senior credit facility (including financial covenants), default on other
indebtedness, certain pension plan events, certain adverse judgments, certain changes of control,
and a failure of the liens securing the senior credit facility. Any of these events could
potentially cause us to lose substantially all of our properties.
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For so long as the revolving commitment is in existence, we will also be required to comply with
loan covenants that will limit our flexibility in
conducting our business and which could cause us significant problems in the event of a downturn in
the oil and gas market. If an event of default occurs and continues after the expiration of any
cure period that is provided for in our senior credit facility, the entire principal amount due
under it, all accrued interest and any other liabilities that we might have to the lending banks
under the senior credit facility will all become immediately due and payable, all without notice of
default of any kind. The foregoing information is provided to alert readers that there is risk
associated with our existing debt obligations. It is not intended to provide a summary of the terms
of our agreements with our lenders.
ACQUISITIONS ARE A PART OF OUR BUSINESS STRATEGY AND ARE SUBJECT TO THE RISKS AND UNCERTAINTIES OF
EVALUATING RECOVERABLE RESERVES AND POTENTIAL LIABILITIES.
We could be subject to significant liabilities related to acquisitions by us. The successful
acquisition of producing properties requires an assessment of a number of factors, many of which
are beyond our control. These factors include recoverable reserves, future oil and gas prices,
operating costs and potential environmental and other liabilities, title issues and other factors.
It generally is not feasible to review in detail every individual property included in an
acquisition. Ordinarily, a review is focused on higher valued properties. Further, even a detailed
review of all properties and records may not reveal existing or potential problems, nor will it
permit us to become sufficiently familiar with the properties to assess fully their deficiencies
and capabilities. We do not always inspect every well we acquire, and environmental problems, such
as groundwater contamination, are not necessarily observable even when an inspection is performed.
We cannot assure you that our recent and/or future acquisition activity will not result in
disappointing results.
In addition, there is intense competition for acquisition opportunities in our industry.
Competition for acquisitions may increase the cost of, or cause us to refrain from, completing
acquisitions. Our strategy of completing acquisitions is dependent upon, among other things, our
ability to obtain debt and equity financing and, in some cases, regulatory approvals. Our ability
to pursue our acquisition strategy may be hindered if we are not able to obtain financing or
regulatory approvals.
Acquisitions often pose integration risks and difficulties. In connection with recent and future
acquisitions, the process of integrating acquired operations into our existing operations may
result in unforeseen operating difficulties and may require significant management attention and
financial resources that would otherwise be available for the ongoing development or expansion of
existing operations. Possible future acquisitions could result in our incurring additional debt,
contingent liabilities and expenses, all of which could have a material adverse effect on our
financial condition and operating results.
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WE MAY NOT BE ABLE TO OBTAIN ADEQUATE FINANCING TO EXECUTE OUR OPERATING STRATEGY.
We have historically addressed our short and long-term liquidity needs through the use of cash flow
provided by operating activities, the use of bank credit facilities and the issuance of equity
securities. Without adequate financing, we may not be able to successfully execute our operating
strategy. We continue to examine the following alternative sources of capital:
- bank borrowings or the issuance of debt securities; and
- the issuance of common stock, preferred stock or other equity securities.
The availability of these sources of capital will depend upon a number of factors, some of which
are beyond our control. These factors include general economic and financial market conditions, oil
and natural gas prices and our market value and operating performance. We may be unable to execute
our operating strategy if we cannot obtain adequate capital.
WE DEPEND ON KEY PERSONNEL.
We currently have only three employees that serve in senior management roles, and the loss of any
one of them could severely harm our business. In particular, Roger A. Parker and John R. Wallace
are responsible for the operation of our oil and gas business and Kevin K. Nanke is our chief
financial officer. We do not have key man insurance on the lives of any of these individuals.
Furthermore, competition for experienced personnel is intense. If we cannot retain our current
personnel or attract additional experienced personnel, our ability to compete could be adversely
affected.
WE MAY NOT BE PERMITTED TO DEVELOP SOME OF OUR OFFSHORE CALIFORNIA PROPERTIES OR, IF WE ARE
PERMITTED, THE SUBSTANTIAL COST TO DEVELOP THESE PROPERTIES COULD RESULT IN A REDUCTION OF OUR
INTEREST IN THESE PROPERTIES OR CAUSE US TO INCUR PENALTIES.
Certain of our offshore California undeveloped properties, in which we have ownership interests
ranging from 2.49% to 100.00%, are attributable to our interests in four of our five federal units
(plus one additional lease) located offshore of California near Santa Barbara. These properties
have a cost basis of approximately $10.9 million. The development of these properties is subject to
extensive regulation and is currently the subject of litigation. Pursuant to a ruling in California
v. Norton, later affirmed by the Ninth Circuit Court of Appeals, the U.S. Government is required to
make a consistency determination relating to the 1999 lease suspension requests under a 1990
amendment to the Coastal Zone Management Act. In the event that there is some future adverse ruling
under the Coastal Zone Management Act that we decide not to appeal or that we appeal without
success, it is likely that some or all of our interests in these leases would become impaired and
written off at that time. It is also possible that other events could occur during the Coastal Zone
Management Act review or appellate process that would cause our interests in the leases to become
impaired, and we will continuously evaluate those factors as they occur.
In addition, the cost to develop these properties will be substantial. The cost to develop all of
these offshore California properties in which we own an interest, including delineation wells,
environmental mitigation, development wells, fixed platforms, fixed platform facilities, pipelines
and power cables, onshore facilities and platform removal over the life of the properties (assumed
to be 38 years), is estimated to be in excess of $3 billion. Our share of such costs, based on our
current ownership interest, is estimated to be over $200 million. Operating expenses for the same
properties over the same period of time, including platform operating costs, well maintenance and
repair costs, oil, gas and water treating costs, lifting costs and pipeline transportation costs,
are estimated to be approximately $3.5 billion, with our share, based on our current ownership
interest, estimated to be approximately $300 million. There will be additional costs of a currently
undetermined amount to develop the Rocky Point Unit. Each working interest owner will be required
to pay its proportionate share of these costs based upon the amount
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of the interest that it owns. If we are unable to fund our share of these costs or otherwise cover them through farmouts or other
arrangements, then we could either forfeit our interest in certain wells or properties or suffer
other penalties in the form of delayed or reduced revenues under our various unit operating
agreements, which could impact the ultimate realization of this investment. The estimates discussed
above may differ significantly from actual
results.
YOU SHOULD NOT PLACE UNDUE RELIANCE ON RESERVE INFORMATION BECAUSE IT IS ONLY AN ESTIMATE.
There are numerous uncertainties inherent in estimating quantities of proved reserves and cash
flows from such reserves, including factors beyond our control and the control of our independent
reserve engineers, Ralph E. Davis Associates, Inc. and Mannon Associates. Reserve engineering is a
subjective process of estimating underground accumulations of oil and gas that cannot be measured
in an exact manner. The accuracy of an estimate of quantities of oil and gas reserves, or of cash
flows attributable to such reserves, is a function of the available data, assumptions regarding
future oil and gas prices, expenditures for future development and exploitation activities, and
engineering and geological interpretation and judgment. Reserves and future cash flows may also be
subject to material downward or upward revisions based upon production history, development and
exploitation activities, oil and gas prices and regulatory changes. Actual future production,
revenue, taxes, development expenditures, operating expenses, quantities of recoverable reserves
and value of cash flows from those reserves may vary significantly from our assumptions and
estimates. In addition, reserve engineers may make different estimates of reserves and cash flows
based on the same available data.
The estimated quantities of proved reserves and the discounted present value of future net cash
flows attributable to those reserves for the fiscal years ended June 30, 2002, 2003 and 2004
included in our periodic reports filed with the SEC were prepared by our reserve engineers in
accordance with the rules of the SEC, and are not intended to represent the fair market value of
such reserves. As required by the SEC, the estimated discounted present value of future net cash
flows from proved reserves is generally based on prices and costs as of the date of the estimate,
while actual future prices and costs may be materially higher or lower. In addition, the 10%
discount factor, which the SEC requires to be used to calculate discounted future net revenues for
reporting purposes, is not necessarily the most appropriate discount factor based on the cost of
capital in effect from time to time and risks associated with our business and the oil and gas
industry in general.
WE ARE EXPOSED TO ADDITIONAL RISKS THROUGH OUR DRILLING BUSINESS.
We currently have ownership control of a drilling business. Our operations through that entity will
subject us to many additional hazards that are inherent to the drilling business, including, for
example, blowouts, cratering, fires, explosions, loss of well control, loss of hole, damaged or
lost drill strings and damage or loss from inclement weather. No assurance can be given that our
insurance will be sufficient to protect us against liability for all consequences of well
disasters, personal injury, extensive fire damage or damage to the environment. No assurance can be
given that our drilling business will be able to maintain adequate insurance in the future at rates
it considers reasonable or that any particular types of coverage will be available. The occurrence
of events, including any of the above-mentioned risks and hazards, that are not fully insured could
subject our drilling business to significant liability. It is also possible that we might sustain
significant losses through the operation of the drilling business even if none of such events
occurs.
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HEDGING TRANSACTIONS MAY LIMIT OUR POTENTIAL GAINS.
In order to manage our exposure to price risks in the marketing of oil and gas, we periodically
enter into oil and gas price hedging arrangements, typically costless collars. While intended to
reduce the effects of volatile oil and gas prices, such transactions, depending on the hedging
instrument
used, may limit our potential gains if oil and gas prices were to rise substantially over the price
established by the hedge. In addition, such transactions may expose us to the risk of financial
loss in certain circumstances, including instances in which:
- production is substantially less than expected;
- the counterparties to our futures contracts fail to perform under the contracts; or
- a sudden, unexpected event materially impacts gas or oil prices.
WE MAY NOT RECEIVE PAYMENT FOR A PORTION OF OUR FUTURE PRODUCTION.
Our revenues are derived principally from uncollateralized sales to customers in the oil and gas
industry. The concentration of credit risk in a single industry affects our overall exposure to
credit risk because customers may be similarly affected by changes in economic and other
conditions. We do not attempt to obtain credit protections such as letters of credit, guarantees or
prepayments from our purchasers. We are unable to predict, however, what impact the financial
difficulties of any of our purchasers may have on our future results of operations and liquidity.
WE HAVE NO LONG-TERM CONTRACTS TO SELL OIL AND GAS.
We do not have any long-term supply or similar agreements with governments or other authorities or
entities for which we act as a producer. We are therefore dependent upon our ability to sell oil
and gas at the prevailing wellhead market price. There can be no assurance that purchasers will be
available or that the prices they are willing to pay will remain stable.
THERE IS CURRENTLY A SHORTAGE OF AVAILABLE DRILLING RIGS AND EQUIPMENT WHICH COULD CAUSE US TO
EXPERIENCE HIGHER COSTS AND DELAYS THAT COULD ADVERSELY AFFECT OUR OPERATIONS.
Although equipment and supplies used in our business are usually available from multiple sources,
there is currently a general shortage of drilling equipment and supplies. We believe that these
shortages are likely to intensify. The costs and delivery times of equipment and supplies are
substantially greater now than in prior periods and are currently escalating. In partial response
to this trend, we have acquired a controlling interest in a drilling company to allow us to have
priority access to drilling rigs. We believe that our ownership interest in the drilling company
will allow us to have priority access to several large drilling rigs. We are also attempting to
establish arrangements with others to assure adequate availability of certain other necessary
drilling equipment and supplies on satisfactory terms, but there can be no assurance that we will
be able to do so. Accordingly, there can be no assurance that we will not experience shortages of,
or material price increases in, drilling equipment and supplies, including drill pipe, in the
future. Any such shortages could delay and adversely affect our ability to meet our drilling
commitments.
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THE MARKETABILITY OF OUR PRODUCTION DEPENDS MOSTLY UPON THE AVAILABILITY, PROXIMITY AND CAPACITY OF
GAS GATHERING SYSTEMS, PIPELINES AND PROCESSING FACILITIES, WHICH ARE OWNED BY THIRD PARTIES.
The marketability of our production depends upon the availability, operation and capacity of gas
gathering systems, pipelines and processing facilities, which are owned by third parties. The
unavailability or lack of capacity of these systems and facilities could result in the shut-in of
producing wells or the delay or discontinuance of development plans for properties. We currently
own several wells that are capable of producing but are currently shut-in
pending the construction of gas gathering systems, pipelines and processing facilities. United
States federal, state and foreign regulation of oil and gas production and transportation, tax and
energy policies, damage to or destruction of pipelines, general economic conditions and changes in
supply and demand could adversely affect our ability to produce and market oil and natural gas. If
market factors changed dramatically, the financial impact on us could be substantial. The
availability of markets and the volatility of product prices are beyond our control and represent a
significant risk.
OUR INDUSTRY IS HIGHLY COMPETITIVE, MAKING OUR RESULTS UNCERTAIN.
We operate in the highly competitive areas of oil and gas exploration, development and production.
We compete for the purchase of leases from the U.S. government and from other oil and gas
companies. These leases include exploration prospects as well as properties with proved reserves.
We face competition in every aspect of our business, including, but not limited to:
- acquiring reserves and leases;
- obtaining goods, services and employees needed to operate and manage our business;
- access to the capital necessary to drill wells and acquire properties; and
- marketing oil and natural gas.
Competitors include multinational oil companies, independent production companies and individual
producers and operators. Many of our competitors have greater financial, technological and other
resources than we do.
NEW TECHNOLOGIES MAY CAUSE OUR CURRENT EXPLORATION AND DRILLING METHODS TO BECOME OBSOLETE,
RESULTING IN AN ADVERSE EFFECT ON OUR PRODUCTION.
The oil and natural gas industry is subject to rapid and significant advancements in technology,
including the introduction of new products and services using new technologies. As competitors use
or develop new technologies, we may be placed at a competitive disadvantage, and competitive
pressures may force us to implement new technologies at a substantial cost. In addition,
competitors may have greater financial, technical and personnel resources that allow them to enjoy
technological advantages and may in the future allow them to implement new technologies before we
can. We cannot be certain that we will be able to implement technologies on a timely basis or at a
cost that is acceptable to us. One or more of the technologies that we currently use or that we may
implement in the future may become obsolete, and we may be adversely affected.
TERRORIST ATTACKS AIMED AT OUR FACILITIES COULD ADVERSELY AFFECT OUR BUSINESS.
The United States has been the target of terrorist attacks of unprecedented scale. The U.S.
government has issued warnings that U.S. energy assets may be the future targets of terrorist
organizations. These developments have subjected our operations to increased risks. Any future
terrorist attack at
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our facilities, or those of our purchasers, could have a material adverse
effect on our business.
WE MAY INCUR SUBSTANTIAL COSTS TO COMPLY WITH THE VARIOUS U.S. FEDERAL, STATE AND LOCAL LAWS AND
REGULATIONS THAT AFFECT OUR OIL AND GAS OPERATIONS.
Our oil and gas operations are subject to stringent U.S. federal, state and local laws and
regulations relating to the release or disposal of materials into the environment or otherwise
relating to environmental protection or the
oil and gas industry generally. Legislation affecting the industry is under constant review for
amendment or expansion, frequently increasing our regulatory burden. Compliance with such laws and
regulations often increases our cost of doing business and, in turn, decreases our profitability.
Failure to comply with these laws and regulations may result in the assessment of administrative,
civil and criminal penalties, the incurrence of investigatory or remedial obligations, or the
imposition of injunctive relief.
The environmental laws and regulations to which we are subject may:
- require applying for and receiving a permit before drilling commences;
- restrict the types, quantities and concentration of substances that can be released into the
environment in connection with drilling and production activities;
- limit or prohibit drilling activities on certain lands lying within wilderness, wetlands and
other protected areas; and
- impose substantial liabilities for pollution resulting from our operations.
Changes in environmental laws and regulations occur frequently, and any changes that result in more
stringent or costly waste handling, storage, transport, disposal or cleanup requirements could
require us to make significant expenditures to maintain compliance, and may otherwise have a
material adverse effect on our earnings, results of operations, competitive position or financial
condition. Over the years, we have owned or leased numerous properties for oil and gas activities
upon which petroleum hydrocarbons or other materials may have been released by us or by predecessor
property owners or lessees who were not under our control. Under applicable environmental laws and
regulations, including CERCLA, RCRA and analogous state laws, we could be held strictly liable for
the removal or remediation of previously released materials or property contamination at such
locations regardless of whether we were responsible for the release or if our operations were
standard in the industry at the time they were performed.
RISKS RELATED TO OUR STOCK
WE MAY ISSUE SHARES OF PREFERRED STOCK WITH GREATER RIGHTS THAN OUR COMMON STOCK.
Although we have no current plans, arrangements, understandings or agreements to issue any
preferred stock, our articles of incorporation authorize our board of directors to issue one or
more series of preferred stock and set the terms of the preferred stock without seeking any further
approval from our shareholders. Any preferred stock that is issued may rank ahead of our common
stock, in terms of dividends, liquidation rights and voting rights.
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THERE MAY BE FUTURE DILUTION OF OUR COMMON STOCK.
To the extent options to purchase common stock under our employee and director stock option
plans are exercised, holders of our common stock will incur dilution. Further, if we sell
additional equity or convertible debt securities, such sales could result in increased dilution to
our shareholders.
SALES OF SUBSTANTIAL AMOUNTS OF OUR COMMON STOCK MAY ADVERSELY AFFECT OUR STOCK PRICE AND MAKE
FUTURE OFFERINGS TO RAISE CAPITAL DIFFICULT.
Sales of a large number of shares of our common stock in the market or
the perception that sales may occur could adversely affect the trading price of our common stock.
As of May 5, 2005, 41,587,000 shares of our common stock were outstanding, almost all of which
currently are freely tradable, subject to certain volume limitations and other requirements
applicable to affiliates. As of June 30, 2005, options to purchase up to a total of approximately
3.5 million shares of our common stock were outstanding.
We may issue additional restricted securities or register additional shares of common stock
under the Securities Act in the future for our use in connection with future acquisitions. Pursuant
to Securities Act Rule 145, the volume limitations and certain other requirements of Rule 144 would
apply to resales of these shares by affiliates of the businesses that we acquire for a period of
one year from the date of their acquisition, but otherwise these shares would be freely tradable by
persons not affiliated with us unless we contractually restrict their resale.
The availability for sale, or sale, of the shares of common stock eligible for future sale
could adversely affect the market price of our common stock.
WE DO NOT EXPECT TO PAY DIVIDENDS ON OUR COMMON STOCK.
We do not expect to pay any dividends, in cash or otherwise, with respect to our common stock
in the foreseeable future. We intend to retain any earnings for use in our business. In addition,
the credit agreement relating to our credit facility prohibits us from paying any dividends until
the loan is retired.
THE COMMON STOCK IS AN UNSECURED EQUITY INTEREST IN OUR COMPANY.
As an equity interest, the common stock will not be secured by any of our assets. Therefore,
in the event we are liquidated, the holders of the common stock will receive a distribution only
after all of our secured and unsecured creditors have been paid in full. There can be no assurance
that we will have sufficient assets after paying our secured and unsecured creditors to make any
distribution to the holders of the common stock.
OUR SHAREHOLDERS DO NOT HAVE CUMULATIVE VOTING RIGHTS.
Holders of our common stock are not entitled to accumulate their votes for the election of
directors or otherwise. Accordingly, the holders of more than 50% of our outstanding common stock
will be able to elect all of our directors. As of June 30, 2005, our directors and executive
officers and their respective affiliates collectively and beneficially owned approximately 24% of
our outstanding common stock.
OUR ARTICLES OF INCORPORATION HAVE PROVISIONS THAT DISCOURAGE CORPORATE TAKEOVERS AND COULD PREVENT
SHAREHOLDERS FROM REALIZING A PREMIUM ON THEIR INVESTMENT.
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Certain provisions of our Articles of Incorporation and the provisions of the Colorado
Business Corporation Act may discourage persons from considering unsolicited tender offers or other
unilateral takeover proposals. Such persons might choose to negotiate with our Board of Directors
rather than pursue non-negotiated takeover attempts. As a result, these provisions could have the
effect of preventing shareholders from realizing a premium on their investment.
Our Articles of Incorporation authorize our Board of Directors to issue preferred stock
without shareholder approval and to set the rights, preferences and other designations, including
voting rights of those shares, as the Board may determine. Additional provisions include
restrictions on business combinations and the availability of authorized but unissued common stock. These
provisions may discourage transactions involving actual or potential changes of control, including
transactions that otherwise could involve payment of a premium over prevailing market prices to
shareholders for their common stock.
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USE OF PROCEEDS
The proceeds from the sale of the shares of common stock offered pursuant to this prospectus
will be received directly by the selling shareholders, and we will not receive any proceeds from
the sale of these shares.
DETERMINATION OF OFFERING PRICE
The shares registered herein are being sold by the selling shareholders, and not by us, and
are therefore being sold at the market price as of the date of sale. Our common stock is traded on
the Nasdaq National Market System under the symbol "DPTR." On August 12, 2005, the reported
closing price for our common stock on the Nasdaq National Market System was $18.45.
RECENT MATERIAL CHANGES IN OUR BUSINESS
There have been no material changes in our business since June 30, 2004 that have not been
reported in our reports on Forms 10-Q and 8-K, except as follows:
Prior to March 21, 2005 we owned a fifty percent interest in Big Dog Drilling Co., LLC ("Big
Dog"), and Edward Mike Davis owned the remaining fifty percent. On March 21, 2005 we purchased his
ownership interest in Big Dog in exchange for 100,000 shares of our common stock and our interest
in Shark Trucking Co., LLC. At the time of the transaction with Mr. Davis, Big Dog owned two
drilling rigs. On April 15, 2005, we contributed both of these rigs to DHS Drilling Company
("DHS") in exchange for a 90% ownership interest in that entity. On May 16, 2005, an unaffiliated
oil and gas company made an equity investment in DHS which resulted in our ownership interest being
reduced to 49.5%.
DHS currently has five drilling rigs in operation that have depth ratings of approximately
7,500 to 18,000 feet. Five additional rigs are in the process of being acquired or assembled by
DHS and are currently expected to become operational during the summer and fall of 2005. We have
the right to use all of the rigs on a priority basis, although approximately half will initially
work for third party operators. At the outset, all of the rigs will operate in the Rocky Mountain
basins.
The officers of DHS include Bill Sauer, Jr., Harold Hastings and certain officers of Delta.
Bill Sauer, Jr. and Harold Hastings were most recently with Sauer Drilling Company ("Sauer") during
which time Sauer was primarily owned by Tom Brown, Inc.
DHS operates out of Casper, Wyoming and its principal office is located at 675 N. 3rd Avenue
in Casper, Wyoming.
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SELLING SHAREHOLDERS
This prospectus relates to possible sales by certain shareholders who are executive officers
and/or directors or a former director of Delta of shares that have been issued, or may be issued,
to such shareholders under Delta's 2004 Incentive Plan.
The following table shows the name of each of the selling shareholders, the number of shares
beneficially owned by such person as of July 31, 2005, and the number of shares that may be sold
hereunder. Because the selling shareholders may sell all or a part of the shares pursuant to this
prospectus, no estimate can be given as to the amount of shares that will be held by each of them
upon termination of this offering.
Number of Shares
Beneficially Owned
Selling Shareholders
Prior to the Offering (1)
Maximum Number
of Shares
Number of
Percentage
That May Be
Name
Position
Shares
of Class
Sold Hereby
Aleron H. Larson,
Secretary and
Jr.
Director
585,000
(2)
1.4
%
81,000
Roger A. Parker
President,
Chief Executive
Officer and
Director
1,738,201
(3)
4.1
%
200,000
Kevin K. Nanke
Treasurer and
Chief Financial
Officer
557,476
(4)
1.3
%
100,000
John R. Wallace
Executive Vice
President,
Exploration and
Chief Operating
Officer
307,200
(5)
0.7
%
100,000
James B. Wallace
Director
78,500
(6)
0.2
%
16,000
Jerrie F.
Eckelberger
Director
42,725
(7)
0.1
%
16,000
Russell S. Lewis
Director
56,000
(8)
0.1
%
16,000
John P. Keller
Former Director
56,000
(9)
0.1
%
16,000
Joseph L.
Castle, II
Former Director
6,716,000
(10)
16.0
%
16,000
Jordan R. Smith
Director
16,000
(11)
Nil
16,000
Neal A. Stanley
Director
19,000
(12)
Nil
16,000
(1)
Beneficial ownership is determined in accordance with the rules of the
Commission and generally includes voting or investment power with respect to
securities. Shares of Common Stock and securities exercisable or convertible
into shares of Common Stock that are currently exercisable or exercisable
within 60 days of July 31, 2005 deemed to be beneficially owned by the person
holding such securities for the purpose of computing the percentage of
ownership of such person, but are not treated as outstanding for the purpose
of computing the percentage ownership of any other person. The Common Stock
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is the only outstanding class of equity securities of the Company. The
percentage of ownership for each selling stockholder is based on 42,100,000
shares of Common Stock outstanding as of July 31,, 2005.
(2)
Includes 11,000 shares held directly by Mr. Larson; 4,000 shares owned by Mr.
Larson's children; and options to purchase 500,000 shares of Common Stock at $5.29 per share
until August 26, 2013 and options to purchase 70,000 shares at $15.34 until December 21,
2014.
(3)
Includes 813,201 shares owned by Mr. Parker directly. Also includes options
to purchase 250,000 shares of Common Stock at $5.00 per share until October 9,2010; options
to purchase 500,000 shares of Common Stock at $5.29 per share until August 26, 2013 and
options to purchase 175,000 shares at $15.34 until December 21, 2014.
(4)
Consists of 25,000 shares of Common Stock owned directly by Mr. Nanke;
options to purchase 18,726 shares of Common Stock at $1.125 per share until
September 1, 2008; options to purchase 13,750 shares of Common Stock at
$1.5625 per share until December 12, 2008; options to purchase 96,250
shares of Common Stock at $1.75 per share until May 12, 2009; options to
purchase 55,000 shares of Common Stock at $1.75 per share until November 5,
2009; options to purchase 68,750 shares of Common Stock at $3.75 per share
until July 14, 2010; options to purchase 100,000 shares of Common Stock at
$3.29 until January 9, 2011; options to purchase; 55,000 shares of Common
Stock at $2.38 per share until October 5, 2011; options to purchase
137,500 shares of Common Stock at $5.29 per share until August 26, 2013 and options to
purchase 87,500 shares at $15.34 until December 21, 2014.
(5)
Includes 19,700 shares of Common Stock owned directly by Mr. John Wallace. Also includes
options to purchase 200,000 shares at $5.44 per share until December 3,
2013 and options to purchase 87,500 shares at $15.34 until December 21, 2014.
(6)
Includes 22,000 shares of Common Stock owned directly by Mr. James B.
Wallace; options to purchase 14,000 shares at $15.34 until December 31,
2014; options to purchase 2,500 shares at $2.02 per share Until February 5,
2002, options to purchase 20,000 shares at $1.87 per share until February 7,
2013 options to purchase 20,000 shares at $2.31 until February 4, 2014 and options to
purchase 14,000 shares at $15.34 until December 21, 2014.
(7)
Includes 8,000 shares of Common Stock owned directly by Mr. Jerrie F.
Eckelberger; options to purchase 14,000 shares at $15.34 until December 31,
2014; options to purchase 725 shares at $2.98 per share until December 31,
2006, options to purchase 20,000 shares of Common Stock at $2.31 until
February 4, 2014 and and options to purchase 14,000 shares at $15.34 until December 21,
2014.
(8)
Includes 2,000 shares held directly by Mr. Lewis; 14,000 options to purchase
shares of Common Stock at options to purchase 14,000 shares of common stock
at $15.34 until December 21, 2014; options to purchase 20,000 shares of
Common Stock at $1.87 per share until February 7, 2013, options to purchase
20,000 shares of Common Stock at $2.31 until February 4, 2014 and and options to
purchase 14,000 shares at $15.34 until December 21, 2014.
(9)
Includes 2,000 shares held directly by Mr. Keller; 14,000 options to purchase
shares of Common Stock at options to purchase 14,000 shares of common stock
at $15.34 until December 21, 2014; options to purchase 20,000 shares of
Common Stock at $1.87 per share until February 7, 2013, options to
purchase 20,000 shares of Common Stock at $2.31 until February 4, 2014 and options to
purchase 14,000 shares at $15.34 until December 21, 2014.
(10)
Includes 2,000 shares of Common Stock owned directly by Mr. Castle, options
to purchase 14,000 shares at $15.34 until December 21, 2014, and 6,700,000
shares beneficially owned by Castle Energy Corporation, of which Mr. Castle
is a controlling person.
(11)
Includes 2,000 shares of Common Stock owned directly by Mr. Smith and
options to purchase 14,000 shares at $15.34 until December 21, 2014.
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(12)
Includes 5,000 shares of Common Stock owned directly by Mr. Stanley
and options to purchase 14,000 shares at $15.34 until December 21,
2014.
PLAN OF DISTRIBUTION
The selling shareholders and their respective successors, which term includes their
transferees, pledgees or donees or their successors, may sell the common stock directly to one or
more purchasers (including pledgees) or through brokers, dealers or underwriters who may act solely
as agents or may acquire common stock as principals, at market prices prevailing at the time of
sale, at prices related to such prevailing market prices, at negotiated prices or at fixed prices,
which may be changed. The selling shareholders may effect the distribution of the common stock in
one or more of the following methods:
-
ordinary brokers' transactions, which may include long or short sales;
-
transactions involving cross or block trades or otherwise on the open market;
-
purchases by brokers, dealers or underwriters as principal and resale by such purchasers
for their own accounts under this prospectus;
-
"at the market" to or through market makers or into an existing market for the common
stock;
-
in other ways not involving market makers or established trading markets, including direct
sales to purchasers or sales effected through agents;
-
through transactions in options, swaps or other derivatives (whether exchange listed or
otherwise); or
-
any combination of the above, or by any other legally available means.
In addition, the selling shareholders or their respective successors in interest may enter
into hedging transactions with broker-dealers who may engage in short sales of common stock in the
course of hedging the positions they assume with the selling shareholders. The selling shareholders
or their respective successors in interest may also enter into option or other transactions with
broker-dealers that require delivery by such broker-dealers of the common stock, which common stock
may be resold thereafter under this prospectus.
Brokers, dealers, underwriters or agents participating in the distribution of the common stock
may receive compensation in the form of discounts, concessions or commissions from the selling
shareholders and/or the purchasers of common stock for whom such broker-dealers may act as agent or
to whom they may sell as principal, or both (which compensation as to a particular broker-dealer
may be in excess of customary commissions).
Any securities covered by this prospectus that qualify for sale under Rule 144 under the
Securities Act may be sold under that Rule rather than under this prospectus.
We cannot assure you that the selling shareholders will sell any or all of the shares of
common stock offered by the selling shareholders.
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In order to comply with the securities laws of certain states, if applicable, the selling
shareholders will sell the common stock in jurisdictions only through registered or licensed
brokers or dealers. In addition, in certain states, the selling shareholders may not sell the
common stock unless the shares of common stock have been registered or qualified for sale in the
applicable state or an exemption from the registration or qualification requirement is available
and is complied with.
DESCRIPTION OF SECURITIES
COMMON STOCK
We are authorized to issue 300,000,000 shares of our $.01 par value common stock, of which
42,100,000 shares were issued and outstanding as of July 31, 2005. Holders of common stock are
entitled to cast one vote for each share held of record on all matters presented to shareholders.
Shareholders do not have cumulative rights; hence, the holders of more than 50% of the outstanding
common stock can elect all directors.
Holders of common stock are entitled to receive such dividends as may be declared by the Board
of Directors out of funds legally available therefor and, in the event of liquidation, to share pro
rata in any distribution of our assets after payment of all liabilities. We do not anticipate that
any dividends on common stock will be declared or paid in the foreseeable future. Holders of common
stock do not have any rights of redemption or conversion or preemptive rights to subscribe to
additional shares if issued by us. All of the outstanding shares of our common stock are fully
paid and nonassessable.
INTERESTS OF NAMED EXPERTS AND COUNSEL
EXPERTS
The consolidated balance sheets of Delta Petroleum Corporation as of June 30, 2004 and 2003,
and the related consolidated statements of operations, stockholders
=
equity and comprehensive
income, and cash flows for each of the years in the three-year period ended June 30, 2004; the
statement of oil and gas revenue and direct lease operating expenses of the Alpine assets for the
fiscal years ended June 30, 2004, 2003 and 2002; and the statement of oil and gas revenue and
direct lease operating expenses of the Manti assets for the fiscal years ended June 30, 2004, 2003
and 2002, incorporated herein by reference, have been incorporated herein in reliance upon the
reports of KPMG LLP, an independent registered public accounting firm, upon the authority of said
firm as experts in accounting and auditing.
The audit report covering the June 30, 2004 Consolidated Financial Statements of Delta
Petroleum Corporation refers to the adoption of Statement of Financial Accounting Standards No.
143, Accounting for Asset Retirement Obligations, as of July 1, 2002.
LEGAL MATTERS
The validity of the issuance of the common stock offered pursuant to this prospectus will be
passed upon for us by Krys Boyle, P.C., Denver, Colorado. Shareholders and employees of
Krys Boyle, P.C. own an aggregate of 3,600 shares of Delta common stock that were purchased on the
open market for cash at prevailing prices.
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RESERVE ENGINEERS
Certain information incorporated by reference in this prospectus regarding estimated
quantities of oil and natural gas reserves associated with our oil and gas properties, the future
net revenues from those reserves and their present value is based on estimates of the reserves and
present values prepared by or derived from estimates prepared by Ralph E. Davis Associates, Inc. or
Mannon Associates, independent reserve engineers. The reserve information is incorporated by
reference herein in reliance upon the authority of said firms as experts with respect to such
reports.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company with the Commission are incorporated in this
Registration Statement:
1.
Annual Report on Form 10-K for fiscal year ended June 30, 2004,
filed on September 13, 2004, Exchange Act reporting number 0-16203.
2.
Amendment No. 1 to Annual Report on Form 10-K for fiscal year ended
June 30, 2004, filed on Form 10-K/A on October 28, 2004, Exchange Act reporting number 0-16203.
3.
Amendment No. 2 to Annual Report on Form 10-K for fiscal year ended
June 30, 2004, filed on Form 10-K/A on March 8, 2005, Exchange Act reporting number 0-16203.
4.
Quarterly Report on Form 10-Q for the quarter ended September 30,
2004, filed on November 9, 2004, Exchange Act reporting number
0-16203.
5.
Quarterly Report on Form 10-Q for the quarter ended December 31,
2004, filed on February 9, 2005, Exchange Act reporting number
0-16203.
6.
Quarterly Report on Form 10-Q for the quarter ended March 31, 2005,
filed on May 10, 2005, Exchange Act reporting number 0-16203.
7.
Current Report on Form 8-K, dated August 9, 2005, filed on August 10, 2005,
Exchange Act reporting number 0-16203.
8.
Current Report on Form 8-K, dated June 29, 2005, filed on July 6, 2005,
Exchange Act reporting number 0-16203.
9.
Current Report on Form 8-K, dated June 17, 2005, filed on June 22,
2005, Exchange Act reporting number 0-16203.
10.
Current Report on Form 8-K, dated May 5, 2005, filed on May 11,
2005, Exchange Act reporting number 0-16203.
11.
Current Report on Form 8-K/A, dated January 21, 2005 filed on
April 6, 2005, Exchange Act reporting number 0-16203.
12.
Current Report on Form 8-K, dated March 23, 2005, filed on March 29,
2005, Exchange Act reporting number 0-16203.
13.
Current Report on Form 8-K, dated March 15, 2005, filed on March 21,
2005, Exchange Act reporting number 0-16203.
14.
Current Report on Form 8-K, dated March 9, 2005 filed on March 15,
2005, Exchange Act reporting number 0-16203.
15.
Current Report on Form 8-K, dated March 3, 2005, filed on March 4,
2005, Exchange Act reporting number 0-16203.
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16.
Current Report on Form 8-K, dated February 28, 2005 (reporting
information under Items 8.01 and 9.01) filed on February 28, 2005,
Exchange Act reporting number 0-16203.
17.
Current Report on Form 8-K, dated January 21, 2005, filed on January
24, 2005, Exchange Act reporting number 0-16203.
18.
Current Report on Form 8-K, dated January 21, 2005, filed on January
21, 2005, Exchange Act reporting number 0-16203.
19.
Current Report on Form 8-K, dated December 28, 2004, filed on
December 28, 2004, Exchange Act reporting number 0-16203.
20.
Current Report on Form 8-K, dated November 19, 2004, filed on
November 19, 2004, Exchange Act reporting number 0-16203.
21.
Definitive Proxy Materials on Schedule 14A, filed on November 22,
2004, Exchange Act reporting number 0-16203.
22.
Current Report on Form 8-K, dated November 5, 2004, filed on November
12, 2004, Exchange Act reporting number 0-16203.
23.
Current Report on Form 8-K, dated November 4, 2004, filed on November
10, 2004, Exchange Act reporting number 0-16203, except for information disclosed under Item 2.02.
24.
Current Report on Form 8-K, dated October 26, 2004, filed on October
29, 2004, Exchange Act reporting number 0-16203.
25.
Current Report on Form 8-K, dated September 29, 2004, filed on
October 1, 2004, Exchange Act reporting number 0-16203.
26.
Current Report on Form 8-K, dated August 25, 2004, filed on August 26,
2004, Exchange Act reporting number 0-16203.
27.
Current Report on Form 8-K, dated August 6, 2004, filed on August 6,
2004, Exchange Act reporting number 0-16203.
28.
Current Report on Form 8-K/A, dated June 29, 2004, filed on September
13, 2004, Exchange Act reporting number 0-16203.
29.
Current Report on Form 8-K, dated June 29, 2004, filed on July 8, 2004,
Exchange Act reporting number 0-16203.
31.
The description of the Company's common stock contained in our
Registration Statement on Form 10 filed September 9, 1987, Exchange Act reporting number 0-16203.
32.
All documents filed by the Company, subsequent to the date of this
prospectus, under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, prior to the termination of the offering described
herein.
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Any statement contained in a document incorporated by reference herein shall be deemed to be
modified or superseded for all purposes to the extent that a statement contained in this prospectus
or in any other subsequently filed document which is also incorporated herein by reference modifies
or replaces such statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this prospectus.
We will provide without charge to each person to whom this prospectus is delivered, on written
or oral request of such person, a copy (without exhibits) of any or all documents incorporated by
reference in this prospectus. Requests for such copies should be directed to Kevin K. Nanke, Delta
Petroleum Corporation, Suite 4300, 370 17th Street, Denver, Colorado 80202, or (303) 293-9133.
Item 4. Description of Securities. Not applicable.
Item 5. Interests of Named Experts and Counsel. Not applicable.
Item 6. Indemnification of Directors and Officers.
The Colorado Business Corporation Act (the "Act") provides that a Colorado corporation may
indemnify a person made a party to a proceeding because the person is or was a director against
liability incurred in the proceeding if (a) the person conducted himself or herself in good faith,
and (b) the person reasonably believed: (i) in the case of conduct in an official capacity with the
corporation, that his or her conduct was in the corporation's best interests; and (ii) in all other
cases, that his or her conduct was at least not opposed to the corporation's best interests; and
(iii) in the case of any criminal proceeding, the person had no reasonable cause to believe his or
her conduct was unlawful. The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative
that the director did not meet the standard of conduct described in the Act. The Act also provides
that a Colorado corporation is not permitted to indemnify a director (a) in connection with a
proceeding by or in the right of the corporation in which the director was adjudged liable to the
corporation; or (b) in connection with any other proceeding charging that the director derived an
improper personal benefit, whether or not involving action in an official capacity, in which
proceeding the director was adjudged liable on the basis that he or she derived an improper
personal benefit. Indemnification permitted under the Act in connection with a proceeding by or in
the right of the corporation is limited to reasonable expenses incurred in connection with the
proceeding.
Article X of the Company's Articles of Incorporation provides as follows:
"ARTICLE X
INDEMNIFICATION
The corporation may:
(A) Indemnify any person who was or is a party or is threatened to be made a party to any
threatened, pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative (other than an action by or in the right of the corporation), by
reason of the fact that he is or was a director, officer, employee, or agent of the corporation
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or is or was serving at the request of the corporation as a director, officer, employee, or agent
of another corporation, partnership, joint venture, trust, or other enterprise, against expenses
(including attorneys' fees), judgments, fines, and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit, or proceeding, if he acted in good
faith and in a manner he reasonably believed to be in the best interest of the corporation and,
with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement,
or conviction or upon a plea of nolo contendere or its equivalent shall not of itself create a
presumption that the person did not act in good faith and in a manner which he reasonably believed
to be in the best interest of the corporation and, with respect to any criminal action or
proceeding, had reasonable cause to believe his conduct was unlawful.
(B) The corporation may indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending, or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is or was a director,
officer, employee, or agent of the corporation or is or was serving at the request of the
corporation as a director, officer, employee, or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or settlement of such action or suit if
he acted in good faith and in a manner he reasonably believed to be in the best interest of the
corporation; but no indemnification shall be made in respect of any claim, issue, or matter as to
which such person has been adjudged to be liable for negligence or misconduct in the performance of
his duty to the corporation unless and only to the extent that the court in which such action or
suit was brought determines upon application that, despite the adjudication of liability, but in
view of all circumstances of the case, such person is fairly and reasonably entitled to
indemnification for such expenses which such court deems proper.
(C) To the extent that a director, officer, employee, or agent of a corporation has been
successful on the merits in defense of any action, suit, or proceeding referred to in (A) or (B) of
this Article X or in defense of any claim, issue, or matter therein, he shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred by him in connection
therewith.
(D) Any indemnification under (A) or (B) of this Article X (unless ordered by a court) and as
distinguished from (C) of this Article shall be made by the corporation only as authorized in the
specific case upon a determination that indemnification of the director, officer, employee, or
agent is proper in the circumstances because he has met the applicable standard of conduct set
forth in (A) or (B) above. Such determination shall be made by the board of directors by a
majority vote of a quorum consisting of directors who were not parties to such action, suit, or
proceeding, or, if such a quorum is not obtainable or, even if obtainable, if a quorum of
disinterested directors so directs, by independent legal counsel in a written opinion, or by the
shareholders.
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(E) Expenses (including attorneys' fees) incurred in defending a civil or criminal action,
suit, or proceeding may be paid by the corporation in advance of the final disposition of such
action, suit, or proceeding as authorized in (C) or (D) of this Article X upon receipt of an
undertaking by or on behalf of the director, officer, employee, or agent to repay such amount
unless it is ultimately determined that he is entitled to be indemnified by the corporation as
authorized in this Article X.
(F) The indemnification provided by this Article X shall not be deemed exclusive of any other
rights to which those indemnified may be entitled under any applicable law, bylaw, agreement, vote
of shareholders or disinterested directors, or otherwise, and any procedure provided for by any of
the foregoing, both as to action in his official capacity and as to action in another capacity
while holding such office, and shall continue as to a person who has ceased to be a director,
officer, employee, or agent and shall inure to the benefit of heirs, executors, and administrators
of such a person.
(G) The corporation may purchase and maintain insurance on behalf of any person who is or was
a director, officer, employee or agent of the corporation or who is or was serving at the request
of the corporation as a director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise against any liability asserted against him and incurred
by him in any such capacity or arising out of his status as such, whether or not the corporation
would have the power to indemnify him against such liability under provisions of this Article X."
Item 7. Exemption from Registration Claimed.
With regard to the shares of the Company's common stock issued in restricted stock grants to
certain officers and directors of the Company, the Company relied on the exemption provided by
Section 4(2) under the Securities Act of 1933, as amended. Each of the persons was an officer
and/or director of the Company who had access to complete information about the Company. A
restrictive legend was placed on the certificates issued to these persons and stop transfer orders
were entered with the Company's transfer agent.
Item 8. Exhibits.
Exhibit
Number
Description
Location
5.1
Opinion of Krys Boyle, P.C.
regarding legality.
Filed herewith electronically.
23.1
Consent of KPMG LLP.
Filed herewith electronically.
23.2
Consent of Krys Boyle, P.C.
(Contained in Exhibit 5.1)
23.3
Consent of Ralph E. Davis
Associates, Inc.
Filed herewith electronically.
23.4
Consent of Mannon
Associates, Inc.
Filed herewith electronically.
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Item 9. Undertakings.
The undersigned Company hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a post-effective
amendment to the 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; and
(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.
(2) that for purposes 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;
(4) that, for purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or 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 the time shall be deemed to be the initial bona fide offering; and
(5) that, insofar as indemnification for liabilities arising under the Securities Act of 1933
may be permitted to directors, officers and controlling persons of the Company pursuant to the
foregoing provisions, or otherwise, the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company 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, the Company will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company certifies that it has
reasonable grounds to believe that it meets all of 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 Denver and State of Colorado on the 16th day of August, 2005.
DELTA PETROLEUM CORPORATION
By:
/s/ Roger A. Parker
Roger A. Parker, Chief Executive
Officer
By:
/s/ Kevin K. Nanke
Kevin K. Nanke, Chief Financial
Officer
Pursuant to the requirements of the Securities Act of 1933, this Form S-8 Registration
Statement has been signed below by the following persons on our behalf and in the capacities and on
the dates indicated.
Signature and Title
Date
/s/ Alerron H. Larson, Jr.
August 16, 2005
Aleron H. Larson, Jr., Director
/s/ Roger A. Parker
August 16, 2005
Roger A. Parker, Director
/s/ James B. Wallace
August 16, 2005
James B. Wallace, Director
/s/ Jerrie F. Eckelberger
August 16, 2005
Jerrie F. Eckelberger, Director
/s/ Russell S. Lewis
August 16, 2005
Russell S. Lewis, Director
/s/ Kevin R. Collins
August 16, 2005
Kevin R. Collins, Director
/s/ Jordan R. Smith
August 16, 2005
Jordan R. Smith, Director
/s/ Neal A. Stanley
August 16, 2005
Neal A. Stanley, Director
James P. Van Blarcom, Director
Table of Contents
Exhibit Index
Exhibit
Number
Description
Location
5.1
Opinion of Krys Boyle, P.C.
regarding legality.
Filed herewith electronically.
23.1
Consent of KPMG LLP.
Filed herewith electronically.
23.2
Consent of Krys Boyle, P.C.
(Contained in Exhibit 5.1)
23.3
Consent of Ralph E. Davis
Associates, Inc.
Filed herewith electronically.
23.4
Consent of Mannon
Associates, Inc.
Filed herewith electronically.