As Filed With the Securities and Exchange Commission on February 11, 2000
                                        Registration Statement No. 33-91452



                    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
(State or other jurisdiction of                    84-1060803
incorporation or organization)        (I.R.S. Employer Identification No.)


           Suite 3310, 555 17th Street, Denver, Colorado 80202
                             (303)  293-9133
                (Address and telephone number of principal
            executive offices and principal place of business)

             Delta Petroleum Corporation 1993 Incentive Plan
                           (Full title of plan)

                  Aleron H. Larson, Jr., Chairman/C.E.O
                       Delta Petroleum Corporation
                       Suite 3310, 555 17th Street
                         Denver, Colorado  80202
                             (303)  293-9133
                       (Name, address and telephone
                       number of agent for service)


                                Copies to:
                        STANLEY F. FREEDMAN, ESQ.
                    Krys Boyle Freedman & Sawyer, P.C.
                 600 Seventeenth Street, Suite 2700 South
                       Denver, Colorado  80202-5427
                             (303)  893-2300

If  any  of the securities registered on this Form are to be offered  on  a
delayed  or continuous basis pursuant to Rule 415 under the Securities  Act
of  1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box.  -- X --

                     CALCULATION OF REGISTRATION FEE

                                             Proposed Maximum      Amount of
Title of Class of Securities  Amount to be      Aggregate        Registration
to  be  Registered             Registered    Offering Price(1)        Fee

Common Stock, $.01 Par Value    1,663,438        $2.375            $1,042.98

(1)   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 Small-Cap Market on January 31, 2000.

REOFFER PROSPECTUS pursuant to General Instruction C of Form S-8

PART I OF FORM S-3




                  DELTA PETROLEUM CORPORATION
                1,663,438 Shares of Common Stock
                   $0.01 par value per share

     Of the 1,663,438 shares of the Common Stock, $0.01 par value
(the  "Common  Stock"), of Delta Petroleum Corporation  ("Delta,"
"Company,"  or  "we,"  "our" or "us") registered  hereunder,  all
1,663,438 shares are for the account of the owners (collectively,
the  "Selling  Shareholders").  We will not receive any  proceeds
from   the  sale  of  the  Common  Stock  sold  by  the   Selling
Shareholders.

     Our  Common  Stock is traded on the Nasdaq Small-Cap  Market
under  the  symbol  "DPTR."  On January 31,  2000,  the  reported
closing price for our Common Stock on the Nasdaq Small-Cap Market
was $2-3/8.

     THE  SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE of RISK
AND  IMMEDIATE  DILUTION.  THESE SECURITIES SHOULD  BE  PURCHASED
ONLY   BY  PERSONS  WHO  CAN  BEAR  THE  ECONOMIC  RISK  OF  THIS
INVESTMENT.   SEE  "RISK  FACTORS"  BEGINNING  ON  PAGE   6   AND
"DILUTION" BEGINNING ON PAGE 10.
                  ____________________________

     THESE  SECURITIES HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY
THE  SECURITIES  AND EXCHANGE COMMISSION NOR HAS  THE  COMMISSION
PASSED  UPON  THE  ACCURACY OR ADEQUACY OF THIS PROSPECTUS.   ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


     We  anticipate that sales may be effected from time to time,
by or for the accounts of the Selling Shareholders, in the Nasdaq
Small-Cap Market, in negotiated transactions or otherwise.  Sales
will  be  made  through broker-dealers acting as  agent  for  the
Selling  Shareholders or to broker-dealers who may  purchase  the
Common  Stock as principals and thereafter sell the  shares  from
time  to  time  in  the  Nasdaq Small-Cap Market,  in  negotiated
transactions  or otherwise.  Sales will be made at market  prices
prevailing  at  the  times of the sales or at negotiated  prices.
See "Plan of Distribution."

        The date of this Prospectus is February 10, 2000.

                     AVAILABLE INFORMATION

     We  are  subject  to  the information  requirements  of  the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and  in  accordance therewith file reports and other  information
with  the  Securities and Exchange Commission (the "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,  and at the  Regional  Offices  of  the
Commission  located at 7 World Trade Center, New York,  New  York
10048  and 500 West Madison, 14th Floor, Chicago, Illinois 60661.
Copies can be obtained by mail at prescribed rates.  Requests for
copies  should  be directed to the Commission's Public  Reference
Section,  Judiciary  Plaza, 450 Fifth Street,  N.W.,  Washington,
D.C.    20549.    The   Commission   maintains   a    Web    site
(http://www.sec.gov) that contains reports, proxy and information
statements and other information regarding registrants 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.   Current  Report  on  Form 8-K filed on  December  10,  1999,
     Exchange Act reporting number 0-16203.

2.   Quarterly Report on Form 10-QSB filed on November 15,  1999,
     Exchange Act reporting number 0-16203.

3.   Current  Report on Form 8-K filed on November 13,  1999  (as
     amended on January 12, 2000), Exchange Act reporting  number
     0-16203.

4.   Annual Report on Form 10-KSB for the fiscal year ended  June
     30, 1999, Exchange Act reporting number 0-16203.

5.   Current  Report  on  Form  8-K filed  on  August  26,  1999,
     Exchange Act reporting number 0-16203.

6.   Current  Report  on  Form 8-KA filed  on  August  26,  1999,
     Exchange Act reporting number 0-16203.

7.   All  documents filed by us, subsequent to the date  of  this
     Prospectus, pursuant to 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.

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 Aleron  H.  Larson,  Jr.,  Delta
Petroleum  Corporation,  Suite 3310,  555  17th  Street,  Denver,
Colorado 80202, or (303) 293-9133.

                       TABLE OF CONTENTS


                                                             PAGE
RISK FACTORS.........................................          6

USE OF PROCEEDS......................................         10

DETERMINATION OF OFFERING PRICE......................         10

DILUTION.............................................         10

RECENT MATERIAL CHANGES IN OUR BUSINESS..............         11

SELLING SHAREHOLDERS.................................         11

PLAN OF DISTRIBUTION.................................         13

DESCRIPTION OF COMMON STOCK..........................         14

EXPERTS..............................................         14

LEGAL MATTERS........................................         15



                           RISK FACTORS

     Prospective investors should consider carefully, in addition
to the other information in this Prospectus, the following:

     1.    Substantial Debt Obligations and Shortages of Funding.
As  the  result of debt obligations that we recently incurred  in
connection  with  our  purchase of oil and  gas  properties  from
Whiting  Petroleum, we are obligated to make substantial  monthly
payments  to our lender on a loan which encumbers the  production
revenue  from  11 onshore wells and the offshore  Point  Arguello
Unit.   Although  we  intend to seek outside  capital  to  either
refinance the debt or provide a cushion, at the present  time  we
are  almost  totally dependent upon the revenues that we  receive
from  our  oil  and gas properties to service the debt.   In  the
event that oil and gas prices and/or production rates drop  to  a
level  that  we  are  unable to pay the  $150,000  principal  and
interest  minimum payment per month that is required by the  debt
agreements, it is likely that we would lose our interest  in  the
properties that we recently purchased.  In addition, our level of
oil and gas activities, including exploration and development  of
existing properties, and additional property acquisition, will be
significantly  dependent on our ability to successfully  conclude
funding  transactions.  No assurances can be given that any  such
funding transactions will be completed successfully.

     2.    History of Losses; No Assurance of Profitability.   We
have incurred substantial losses from our operations to date, and
at  June  30,  1999 we had an accumulated deficit of $19,578,359.
During  the  year ended June 30, 1999, we had total  revenues  of
$1,717,651, expenses of $4,716,410 and a net loss for the year of
$2,998,759.   During the fiscal year ended June 30, 1998  we  had
total  revenues of $2,163,615, expenses of $3,125,618 and  a  net
loss  for the year of $962,003. There are no assurances  that  we
will ever achieve profitability on a consistent basis.

     3.    Substantial  Cost to Develop Certain of  Our  Offshore
California  Properties; Development May Be Adversely Affected  by
the  California Offshore Oil and Gas Energy Resources  ("COOGER")
Study; Company Holds Minority Interest in Certain Properties  and
Generally Will Not Control Timing of Development.  Certain of our
offshore  California undeveloped properties,  in  which  we  have
ownership   interests   ranging  from  2.49%   to   24.22%,   are
attributable  to  our interests in four of our five federal units
(plus one additional lease) located offshore California near Santa Barbara.
The  cost  to  develop these properties will be very substantial.
The  cost  to develop all of these offshore California properties
in which we own a minority 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
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 in the form of delayed or reduced
revenues  under  our various  unit  operating agreements.
There can be  no  assurance that we can farmout our interests on
acceptable terms.

     These units have been formally approved and are regulated by
the   Minerals   Management  Service  ("MMS")  of   the   federal
government.  While the federal government has recently  attempted
to  expedite  the process of obtaining permits and authorizations
necessary  to  develop the properties, there can be no  assurance
that  it  will be successful in doing so.  The MMS has  initiated
the  California  Offshore Oil and Gas Energy  Resources  (COOGER)
study  at  the  request of the local regulatory agencies  of  the
affected Tri-Counties.  The COOGER study seeks to present a long-
term  regional perspective of potential onshore constraints  that
should   be   considered  when  developing  existing  undeveloped
offshore   leases.    COOGER   will  project   the   economically
recoverable  oil  and gas production from offshore  leases  which
have  not yet been developed.  These projections will be utilized
to  assist  in  identifying a potential range  of  scenarios  for
developing  these leases.  The "worst" case scenario is  that  no
new development of existing offshore leases would occur.  If this
scenario  were ultimately to be adopted by governmental  decision
makers  and  the  industry as the proper  course  of  action  for
development,  our  offshore California properties  would  in  all
likelihood  have little or no value. We would seek to  cause  the
Federal government to reimburse us for all money spent by us  and
our predecessors for leasing and other costs and/or for the value
of  the  oil  and  gas reserves found on the leases  through  our
exploration activities and those of our predecessors.

       We do not have a controlling interest in and do not act as
the  operator  of any of the offshore California  properties  and
consequently we will generally not control the timing  of  either
the  development  of  the  properties  or  the  expenditures  for
development unless we choose to unilaterally propose the drilling
of wells under the relevant operating agreements.

     4.    Substantial  Costs  to  Develop  Reserves.    We  have
significant  undeveloped  properties  in  addition  to  those  in
offshore  California  discussed in #3  above  that  will  require
substantial  costs to develop.  During the year  ended  June  30,
1999,     we     participated    in    the    drilling     and/or
completion/recompletion  of  four  gas  wells  and   seven   non-
productive wells. We anticipate that we will have participated in
the  drilling  of  a total of seven to ten new wells  during  the
fiscal  year ending June 30, 2000.  Although we believe  that  we
will  participate in the drilling of additional wells during  the
current fiscal year, our level of oil and gas activity, including
exploration and development and property acquisitions, will be to
a  significant extent dependent upon our ability to  successfully
conclude funding transactions, of which there is no assurance.

     We  expect  to continue incurring costs to acquire,  explore
and  develop oil and gas properties, and management predicts that
these  costs (together with general and administrative  expenses)
will   be  in  excess  of  funds  available  from  revenues  from
properties  owned  by  us  and existing  cash  on  hand.   It  is
anticipated  that  the  source  of  funds  to  carry   out   such
exploration and development will come from a combination  of  our
sale  of  working  interests in oil and  gas  leases,  production
revenues,  sales  of our securities, and funds from  any  funding
transactions in which we might engage.

     5.    Dependence on Oil and Gas Prices.  Our current ability
to  service  our  debt  and  our  oil  and  gas  exploration  and
production activities are dependent on the market prices  of  oil
and gas.  The prices for oil and gas are dependent on a number of
factors, including the extent of domestic production and  imports
of  oil;  the competitive position of oil and gas as a source  of
energy as compared with coal, atomic energy, hydroelectric  power
and  other  energy sources; the refining capacity of  prospective
oil  purchasers; the availability and capacity of  pipelines  and
other  means  of  transportation; and the effect of  federal  and
state  regulation on production, transportation and sale  of  oil
and  gas.  Such factors are beyond our control or influence.  The
volatility  of prices of oil and gas, which has been  substantial
in  the past and may continue to be high in the future, may  have
material   effects  on  our  liquidity  and  capital   resources.
Additionally,  the valuation of our proven and unproven  oil  and
gas  properties  and  our  production  revenues  could  vary  and
fluctuate significantly with changes in oil and gas prices.

     6.     Shares   Available  for  Resale.   Of  our  presently
outstanding shares of Common Stock, 918,980 shares of "restricted
securities"  (the  "UFG Owned Shares") are owned  by  our  former
parent,  Underwriters Financial Group, Inc.  ("UFG"),  which  has
filed  for  protection under federal bankruptcy laws.  Under  the
terms  of a settlement agreement reached among us, UFG and Snyder
Oil  Corporation ("SOCO"), UFG granted a lien to SOCO on the  UFG
Owned  Shares.   While the settlement agreement  imposes  certain
restrictions  upon  the sales of the UFG Owned  Shares  into  the
public  market  in addition to any restrictions provided  by  SEC
Rule  144 for affiliates, SOCO and the Trustee in bankruptcy  for
UFG intend to effectuate the sale of the UFG Owned Shares as soon
as  practicable.  Subject to these restrictions, all of  the  UFG
Owned Shares are currently eligible for resale.  Investors should
be  aware  that  such sale of the UFG Owned Shares  may,  in  the
future,  have  a  depressive effect on the price  of  our  Common
Stock.

     7.     Competition.  Oil and gas exploration and acquisition
of undeveloped properties is a highly competitive and speculative
business.  We compete with a number of other companies, including
major oil companies and other independent operators which may  be
more experienced and may have greater financial resources. We  do
not  hold a significant competitive position in the oil  and  gas
industry.

     8.    Governmental Regulation and Control.   Our  activities
are  subject  to  extensive federal, state, and  local  laws  and
regulations controlling not only the exploration for and sale  of
oil,  but  also  the possible effects of such activities  on  the
environment.    Present  as  well  as  future   legislation   and
regulations could cause additional expenditures, restrictions and
delays  in our business, the extent of which cannot be predicted,
and may require us to cease operations in some circumstances.  In
addition,  the production and sale of oil and gas are subject  to
various  governmental controls.  Because federal energy  policies
are  still  uncertain and are subject to constant  revisions,  no
prediction  can be made as to the ultimate effect on us  of  such
governmental policies and controls.

     9.   Dependence Upon Operators.  We currently operate only a
small  portion of the wells in which we own an interest,  and  we
are  dependent  upon the operator of the wells  that  we  do  not
operate  to make most decisions concerning such things as whether
or  not  to drill additional wells, how much production  to  take
from  such wells, or whether or not to cease operation of certain
wells.   While  we, as a working interest owner,  may  have  some
voice  in  the  decisions concerning the wells, we  are  not  the
primary  decision  maker concerning them.  Therefore  we  may  be
unable  to cause wells to be drilled even though we may have  the
funds  with which to pay our proportionate share of the  expenses
of such drilling.

     10.   General Risks Inherent in Oil and Gas Exploration  and
Operations.   Our  business is subject to risks inherent  in  the
exploration, development  and  operation  of  oil  and  gas
properties,  including  but not limited to environmental  damage,
personal injury, and other occurrences that could result  in  our
incurring  substantial losses and liabilities to  third  parties.
In  our  own  activities,  we purchase  insurance  against  risks
customarily   insured  against  by  others   conducting   similar
activities.  Nevertheless, we are not insured against all  losses
or  liabilities  which  may arise from all hazards  because  such
insurance  is  not  available  at  economic  rates,  because  the
operator  has not purchased such insurance, or because  of  other
factors.  Any uninsured loss could have a material adverse effect
on us.

     11.   No  Long-Term Contracts. We do not have any  long-term
supply  or  similar  agreements with governments  or  authorities
pursuant to which we act as producer.  We are therefore dependent
upon  our ability to sell oil and gas at the prevailing well head
market  price.  There can be no assurance that purchasers will  be
available or that the prices they are willing to pay will  remain
stable.

     12.   Lack  of Diversification.  Since all of our  resources
are  devoted to one industry, purchasers of our Common Stock will
be  risking essentially their entire investment in a company that
is focused only on oil and gas activities.

      13.   Voting Rights.  Holders of our Common Stock  are  not
entitled  to accumulate their votes for the election of directors
or otherwise.  Accordingly, the present shareholders will be able
to  elect  all of our directors, and holders of the Common  Stock
offered hereby will not be able to elect a representative to  our
Board of Directors.  See "DESCRIPTION OF COMMON STOCK."

     14.   Lack  of  Prospective  Dividends.   There  can  be  no
assurance  that our proposed operations will result in sufficient
revenues  to  enable  us to operate at profitable  levels  or  to
generate a positive cash flow.  For the foreseeable future, it is
anticipated  that  any earnings which may be generated  from  our
operations will be used to finance our growth and that  dividends
will not be paid to holders of Common Stock.  See "DESCRIPTION OF
COMMON STOCK."

     15.   No  Assurance of a Public Market. Our Common Stock  is
listed on the Nasdaq Small-Cap Market and trades under the symbol
"DPTR."   To date, trading volume for our Common Stock  has  been
relatively  light.  Average weekly trading volume for the  fiscal
year ended June 30, 1999 was 10,445 shares.  The high sales price
during  such  period was $4.00, while the low sales price  during
the same period was $1.125.

                        USE OF PROCEEDS

     We will not receive any proceeds from the sale of the Common
Stock   being  registered  hereunder  for  sale  by  the  Selling
Shareholders.   We  may  receive proceeds upon  the  exercise  of
outstanding  warrants  or  options by the  Selling  Shareholders,
which  proceeds,  if any, would be used for working  capital  and
drilling and development of our properties.

                     DETERMINATION OF OFFERING PRICE

     The shares being registered herein are being sold by 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  Small-Cap Market under the  symbol  "DPTR."   On
January 31, 2000, the reported closing price for our Common Stock
on the Nasdaq Small-Cap Market was $2-3/8.

                            DILUTION

     As  of September 30, 1999, we had 6,653,902 shares of Common
Stock  issued and outstanding with a net tangible book  value  of
$10,002,071  or  $1.50 per share.  Net tangible  book  value  per
share  represents  the  amount  of  our  total  assets  excluding
intangible assets, less total liabilities, divided by the  number
of  shares of Common Stock outstanding.  The following table set
forth  the dilution to be incurred by investors acquiring  Common
Stock.   This  dilution  effect will  not  be  reflected  in  the
Company's financial statements.

  Assumed Purchase Price (1)                                       $2.38
  Net tangible book value per share at September 30, 1999          $1.50
  Dilution to Purchasers of Common Stock                           $ .88
  Dilution to Purchasers as Percentage of Purchase Price           36.97%
____________________
(1)  Assumes a purchase price of $2.38.  The closing bid price of
     our Common Stock on NASDAQ on January 31, 2000 was $2.38.

             RECENT MATERIAL CHANGES IN OUR BUSINESS

     There  have  been no material changes in our business  since
June  30, 1999 other than the recent drilling activity set  forth
below and the changes disclosed in the Form 10-KSB for the fiscal
year  ended  June 30, 1999, the Form 10-QSB for the period  ended
September  30,  1999 and/or the Forms 8-K filed  since  June  30,
1999.

     Present Drilling Activity

      Between  July 1, 1999 and February 7, 2000, we participated
in  the drilling of one new well with Slawson Exploration Company
on   its  properties  in  the  Sacramento  Basin.   The  well  is
successful and will be selling gas within a few weeks.   We  plan
to  participate in the drilling of one additional well  on  these
properties during the next 90 days.

                      SELLING SHAREHOLDERS

     The  following  table  indicates  the  Selling  Shareholders
currently   known  to  us.   The  calculations  are  based   upon
outstanding shares at January 31, 2000 of 7,555,902.

                          Number of
                          Shares of
                         Common Stock        % Held
                        Owned Prior to      Prior to    Common Stock
Name                     the Offering       Offering      to be Sold

Aleron H. Larson, Jr.       745,300(1)        9.07%      659,500(1)
Roger A. Parker             734,250(2)         8.99%      610,663(2)
Kevin K. Nanke              323,900(3)         4.11%      323,900(3)
Terry D. Enright             56,250(4)         0.74%       41,250(5)
Jerrie F. Eckelberger        28,125(7)         0.37%       28,125(7)

                              Number of
                              Shares of
                             Common Stock         % Held
                              Owned After         After the
Name                         the Offering         Offering

Aleron H. Larson, Jr.            85,800            1.04%
Roger A. Parker                 123,587            1.51%
Kevin K. Nanke                      -0-              -0-
Terry D. Enright                 15,000(6)         0.20%
Jerrie F. Eckelberger               -0-              -0-



      1.    85,800 shares are owned directly by Mr. Larson's
family.  Common stock to be sold includes 559,500 shares  of
Common  Stock  underlying currently exercisable  options  to
purchase  shares  at  $.05  per  share  and  100,000  shares
underlying currently exercisable options to purchase  shares
at $1.75 per share.  Mr. Larson is Chairman, Chief Executive
Officer,  Secretary,  Treasurer,  and  a  Director  of   the
Company.

      2.    123,587 shares are owned directly by Mr. Parker.
Common Stock to be sold includes 510,663 shares  of  Common
Stock  underlying currently exercisable options to  purchase
shares  at  $.05  per  share and 100,000  shares  underlying
currently  exercisable options to purchase shares  at  $1.75
per   share.   Mr.  Parker  is  President,  Chief  Operating
Officer and a Director of the Company.

      3.   Includes 98,900 shares of Common Stock underlying
currently  exercisable options to purchase shares at  $1.125
per  share;  25,000 shares underlying currently  exercisable
options  to  purchase shares at $1.5625 per  share;  175,000
shares  underlying currently exercisable options to purchase
shares  at  $1.75  per share; and 25,000  shares  underlying
currently exercisable options to purchase shares at $.01 per
share.  Mr. Nanke is the Company's Chief Financial Officer.

      4.    Includes 5,000 shares of Common Stock underlying
currently exercisable Class D warrants to purchase shares at
$1.25   per   share;  10,000  shares  underlying   currently
exercisable Class I warrants to purchase shares at $3.50 per
share; 7,500 shares underlying currently exercisable options
to   purchase  shares  at  $3.30  per  share;  7,500  shares
underlying currently exercisable options to purchase  shares
at  $3.13  per  share;  7,500  shares  underlying  currently
exercisable options to purchase shares at $1.88  per  share;
8,750  shares  underlying currently exercisable  options  to
purchase  shares  at  $1.36  per share;  and  10,000  shares
underlying currently exercisable options to purchase  shares
at  $1.30  per  share.  Mr. Enright is  a  Director  of  the
Company.

      5.    Includes all shares listed in footnote  4  above
except  for  the shares underlying the Class D and  Class  I
warrants.

     6.    Includes  Class  D and I warrants  referenced  in
     footnote 4 above.

      7.    Includes 1,875 shares of Common Stock underlying
currently  exercisable options to purchase shares  at  $2.98
per  share;  7,500  shares underlying currently  exercisable
options to purchase shares at $1.88 per share; 8,750  shares
underlying currently exercisable options to purchase  shares
at  $1.36  per share; and 10,000 shares underlying currently
exercisable options to purchase shares at $1.30  per  share.
Mr. Eckelberger is a Director of the Company.

     We  will  not receive any proceeds from the sale  of  Common
Stock by any of the Selling Shareholders listed above except such
proceeds  as  may  be  received  by  us  upon  the  exercise   of
outstanding  warrants or options by the Selling Shareholders.  We
have the unilateral right to reduce the exercise price of each of
the warrants and options listed above, and may do so if deemed to
be  in the best interests of our company and our shareholders  in
the  reasonable business judgment of the Board of Directors.   We
have  agreed  to pay for all costs and expenses incident  to  the
issuance,   offer,  sale  and  delivery  of  the  Common   Stock,
including,  but  not  limited  to,  all  expenses  and  fees   of
preparing,  filing  and printing the Registration  Statement  and
Prospectus  and  related  exhibits,  amendments  and  supplements
thereto  and  mailing  of such items.  We will  not  pay  selling
commissions and expenses associated with any such sales by any of
the  Selling Shareholders.  The Selling Shareholders have advised
us that sales of shares of our Common Stock may be made from time
to  time  by  and for their respective accounts in  one  or  more
transactions  in  the  over-the-counter  market,  in   negotiated
transactions  or otherwise, at prices related to  the  prevailing
market price or at negotiated prices.

                      PLAN OF DISTRIBUTION

     The  Common Stock registered hereunder may be sold from time
to  time  by the Selling Shareholders. Such sales may be made  in
the  over-the-counter market or otherwise at prices and at  terms
then  prevailing or at prices related to the then current  market
price,  or in negotiated transactions.  The Common Stock  may  be
sold  by one or more of the following methods:  (i) a block trade
in which the broker or dealer so engaged will attempt to sell the
Common  Stock  as  agent for the Selling Shareholders;  and  (ii)
ordinary  brokerage transactions and transactions  in  which  the
broker  solicits  purchasers.   In effecting  sales,  brokers  or
dealers engaged by the Selling Shareholders may arrange for other
brokers  or  dealers  to participate.  Brokers  or  dealers  will
receive  commissions from the Selling Shareholders in amounts  to
be  negotiated  immediately prior to the sale.  Such  brokers  or
dealers  and  any other participating brokers or dealers  may  be
deemed  to be "underwriters" within the meaning of the Securities
Act in connection with such sales.

     The  Selling Shareholders have advised us that sales of  the
Common Stock registered hereby may be effected from time to  time
in  transactions  (which may include block transactions)  in  the
NASDAQ market, in negotiated transactions, through the writing of
options on the Common Stock, or a combination of such methods  of
sale,  at  fixed  prices which may be charged, at  market  prices
prevailing at the time of sale, or at negotiated prices.

     The  Selling  Shareholders may effect such  transactions  by
selling  Common  Stock directly to purchasers or  to  or  through
broker-dealers  which  may  act as agents  or  principals.   Such
broker-dealers 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  agents or to whom they sell as principal, or both.   The
Selling   Shareholders  and  any  broker-dealers  that   act   in
connection with the sale of the Common Stock might be  deemed  to
be  "underwriters" within the meaning of Section 2(11) of the Act
and any commissions received by them and any profit on the resale
of   the  Common  Stock  as  principal  might  be  deemed  to  be
underwriting discounts and commissions under the Securities Act.

     The  Selling Shareholders may agree to indemnify any  agent,
dealer   or   broker-dealer  that  participates  in  transactions
involving  sales of the Common Stock against certain liabilities,
including liabilities arising under the Securities Act  of  1933,
as amended.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
persons  controlling us pursuant to the foregoing provisions,  we
have  been  informed  that in the opinion of the  Securities  and
Exchange Commission such indemnification is against public policy
as expressed in such Act and is therefore unenforceable.

                  DESCRIPTION OF COMMON STOCK

     We  are  authorized to issue 300,000,000 shares of our  $.01
par value Common Stock, of which 7,555,902 shares were issued and
outstanding as of January 31, 2000.  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.

     A total of 918,980 shares of our Common Stock that are owned
by  Underwriters Financial Group, Inc. are subject  to  a  voting
agreement  with us, whereby Aleron H. Larson, Jr.  and  Roger  A.
Parker,  our Chief Executive Officer and President, respectively,
have  the  right  to vote the shares owned by  UFG.   The  voting
agreement  does not apply if the shares are sold to persons  who,
upon such purchase, would not be deemed affiliates of us or UFG.

                            EXPERTS

     The  Consolidated  Financial Statements of  Delta  Petroleum
Corporation  as of June 30, 1999 and 1998, and for  each  of  the
years  in  the three-year period ended June 30, 1999,  have  been
incorporated   by  reference  herein  and  in  the   registration
statement  in  reliance upon the report of KPMG LLP,  independent
certified  public accountants, incorporated by reference  herein,
and  upon the authority of said firm as experts in accounting and
auditing.

     In addition, the Statement of Oil and Gas Revenue and Direct
Lease  Operating  Expenses of Oil and Gas Properties  of  Whiting
Petroleum acquired by Delta Petroleum Corporation for each of the
years in the two year period ended June 30, 1999 which appears in
the November 1, 1999 Form 8-K/A of Delta Petroleum Corporation
dated  January  13, 2000  has  been  incorporated by reference
herein  and  in  the registration statement in reliance upon the
report of  KPMG  LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of
said firm as  experts in accounting and auditing.

                         LEGAL MATTERS

     The  validity  of the issuance of the Common  Stock  offered
hereby  will  be  passed  upon for us by Krys  Boyle  Freedman  &
Sawyer, P.C., Denver, Colorado.

     NO  PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO  MAKE
ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY
REFERENCE  IN  THIS  PROSPECTUS  AND,  IF  GIVEN  OR  MADE,  SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS  HAVING
BEEN AUTHORIZED.  THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL  OR  A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES  OTHER
THAN   THE  COMMON  STOCK  OFFERED  BY  THIS  PROSPECTUS.    THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY ANY COMMON STOCK IN ANY CIRCUMSTANCES IN WHICH
SUCH OFFER OR SOLICITATION IS UNLAWFUL.  NEITHER THE DELIVERY  OF
THIS  PROSPECTUS  NOR ANY SALE MADE HEREUNDER  SHALL,  UNDER  ANY
CIRCUMSTANCES,  CREATE ANY IMPLICATION THAT  THERE  HAS  BEEN  NO
CHANGE  IN  OUR  AFFAIRS  SINCE  THE  DATE  HEREOF  OR  THAT  THE
INFORMATION CONTAINED BY REFERENCE HEREIN IS CORRECT  AS  OF  ANY
TIME SUBSEQUENT TO ITS DATE.

                            PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

         See,   "Incorporation of Certain Documents by Reference"
in Reoffer Prospectus.

Item 4.   Description of Securities.  Not applicable

Item 5. Interests of Named Experts and Counsel.  None to report

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
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.

     (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.  Not applicable

Item 8.   Exhibits.

Exhibit
Number    Description of Exhibit

3.1             Articles  of  Incorporation  of  Delta  Petroleum
          Corporation  (incorporated by reference to Exhibit  3.1
          to  the Company's Form 10 filed September 9, 1987  with
          the Securities and Exchange Commission).

3.2             Bylaws  of  Delta Petroleum Corporation  (incorpo
          rated by reference to Exhibit 3.2 to the Company's Form
          10  filed  September  9, 1987 with the  Securities  and
          Exchange Commission).

4.1             Statement  of  Designation and  Determination  of
          Preferences of Series A Convertible Preferred Stock  is
          incorporated  by  reference  to  Exhibit  28.3  of  the
          Current Report on Form 8-K dated June 15, 1988.

4.2             Statement  of  Designation and  Determination  of
          Preferences of Series B Convertible Preferred Stock  is
          incorporated  by  reference  to  Exhibit  28.1  of  the
          Current Report on Form 8-K dated August 9, 1989.

4.3             Statement  of  Designation and  Determination  of
          Preferences of Series C Convertible Preferred Stock  is
          incorporated by reference to Exhibit 4.1 of the Current
          Report on Form 8-K dated June 27, 1996.

5.1             Opinion  of  Krys Boyle Freedman &  Sawyer,  P.C.
          regarding legality.  Filed herewith electronically.

23.1            Consent    of   KPMG   LLP.    Filed   herewith
          electronically.

23.2            Consent    of   KPMG   LLP.    Filed   herewith
          electronically.

23.3            Consent  of  Krys Boyle Freedman &  Sawyer,  P.C.
          (Contained in Exhibit 5.1)

24.1            Power  of  Attorney (Contained in  the  Signature
          section of this Registration Statement).

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.

     (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.

                           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 11th day of February,
2000.

                         DELTA PETROLEUM CORPORATION


                         By   s/Aleron H. Larson, Jr.
                             Aleron H. Larson, Jr., Secretary,
                             Chairman of the Board, Treasurer,
                                and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of  1933,
this  Registration  Statement  has  been  signed  below  by   the
following persons in the capacities and on the date indicated.

       Signatures                Title                      Date

s/Aleron H. Larson, Jr.        Chief Executive                2/11/00
Aleron H. Larson, Jr.          Officer, Chairman
                               of the Board, Treasurer,
                               Secretary and Director

/s/Roger A. Parker             President and                  ________
Roger A. Parker*               Director


/s/Kevin K. Nanke              Chief Financial Officer        ________
Kevin K. Nanke*                and Principal
                               Accounting Officer

/s/Terry D. Enright            Director                       ________
Terry D. Enright*


/s/Jerrie F. Eckelberger       Director                       ________
Jerrie F. Eckelberger*

*     The  signator,  Director and/or Officer of Delta  Petroleum
Corporation  (the "Company") further does hereby  constitute  and
appoint  Aleron H. Larson, Jr., his true and lawful attorney  and
agent,  with  power  of  substitution,  to  sign  a  Registration
Statement under the Securities Act of 1933 to be filed  with  the
Securities  and Exchange Commission, and to do any and  all  acts
and  things and to execute any and all instruments for him in his
name and in the capacity indicated above, which said attorney and
agent  may  deem necessary or advisable to enable the Company  to
comply  with  the  Securities Act of 1933, as  amended,  and  any
rules,  regulations  and  requirements  of  the  Securities   and
Exchange   Commission,  in  connection  with  such   Registration
Statement, including specifically, but without limitation,  power
and  authority  to sign for him in his name and in  the  capacity
indicated above, any and all amendments (including post-effective
amendments)  thereto; and he does hereby ratify and  confirm  all
that  said  attorney and agent, or his substitute or substitutes,
or  any  of them, shall do or cause to be done by virtue of  this
Power of Attorney.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 56456}]
{"company-data": {"conformed-name": "DELTA PETROLEUM CORP/CO", "cik": "0000821483", "assigned-sic": "1311", "irs-number": "841060803", "state-of-incorporation": "CO", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30276", "film-number": "537549"}, "business-address": {"street1": "555 17TH ST STE 3310", "city": "DENVER", "state": "CO", "zip": "80202", "phone": "3032939133"}, "mail-address": {"street1": "555 17TH STREET", "street2": "SUITE 3310", "city": "DENVER", "state": "CO", "zip": "80202"}}
As Filed With the Securities and Exchange Commission on February 11, 2000
                                        Registration Statement No. 33-91452

                    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
(State or other jurisdiction of                    84-1060803
incorporation or organization)        (I.R.S. Employer Identification No.)

           Suite 3310, 555 17th Street, Denver, Colorado 80202
                             (303)  293-9133
                (Address and telephone number of principal
            executive offices and principal place of business)

             Delta Petroleum Corporation 1993 Incentive Plan
                           (Full title of plan)

                  Aleron H. Larson, Jr., Chairman/C.E.O
                       Delta Petroleum Corporation
                       Suite 3310, 555 17th Street
                         Denver, Colorado  80202
                             (303)  293-9133
                       (Name, address and telephone
                       number of agent for service)

                                Copies to:
                        STANLEY F. FREEDMAN, ESQ.
                    Krys Boyle Freedman & Sawyer, P.C.
                 600 Seventeenth Street, Suite 2700 South
                       Denver, Colorado  80202-5427
                             (303)  893-2300

If  any  of the securities registered on this Form are to be offered  on  a
delayed  or continuous basis pursuant to Rule 415 under the Securities  Act
of  1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box.  -- X --

                     CALCULATION OF REGISTRATION FEE

                                             Proposed Maximum      Amount of
Title of Class of Securities  Amount to be      Aggregate        Registration
to  be  Registered             Registered    Offering Price(1)        Fee

Common Stock, $.01 Par Value    1,663,438        $2.375            $1,042.98

(1)   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 Small-Cap Market on January 31, 2000.

REOFFER PROSPECTUS pursuant to General Instruction C of Form S-8

PART I OF FORM S-3

                  DELTA PETROLEUM CORPORATION
                1,663,438 Shares of Common Stock
                   $0.01 par value per share

     Of the 1,663,438 shares of the Common Stock, $0.01 par value
(the  "Common  Stock"), of Delta Petroleum Corporation  ("Delta,"
"Company,"  or  "we,"  "our" or "us") registered  hereunder,  all
1,663,438 shares are for the account of the owners (collectively,
the  "Selling  Shareholders").  We will not receive any  proceeds
from   the  sale  of  the  Common  Stock  sold  by  the   Selling
Shareholders.

     Our  Common  Stock is traded on the Nasdaq Small-Cap  Market
under  the  symbol  "DPTR."  On January 31,  2000,  the  reported
closing price for our Common Stock on the Nasdaq Small-Cap Market
was $2-3/8.

     THE  SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE of RISK
AND  IMMEDIATE  DILUTION.  THESE SECURITIES SHOULD  BE  PURCHASED
ONLY   BY  PERSONS  WHO  CAN  BEAR  THE  ECONOMIC  RISK  OF  THIS
INVESTMENT.   SEE  "RISK  FACTORS"  BEGINNING  ON  PAGE   6   AND
"DILUTION" BEGINNING ON PAGE 10.
                  ____________________________

     THESE  SECURITIES HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY
THE  SECURITIES  AND EXCHANGE COMMISSION NOR HAS  THE  COMMISSION
PASSED  UPON  THE  ACCURACY OR ADEQUACY OF THIS PROSPECTUS.   ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

     We  anticipate that sales may be effected from time to time,
by or for the accounts of the Selling Shareholders, in the Nasdaq
Small-Cap Market, in negotiated transactions or otherwise.  Sales
will  be  made  through broker-dealers acting as  agent  for  the
Selling  Shareholders or to broker-dealers who may  purchase  the
Common  Stock as principals and thereafter sell the  shares  from
time  to  time  in  the  Nasdaq Small-Cap Market,  in  negotiated
transactions  or otherwise.  Sales will be made at market  prices
prevailing  at  the  times of the sales or at negotiated  prices.
See "Plan of Distribution."

        The date of this Prospectus is February 10, 2000.

                     AVAILABLE INFORMATION

     We  are  subject  to  the information  requirements  of  the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and  in  accordance therewith file reports and other  information
with  the  Securities and Exchange Commission (the "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,  and at the  Regional  Offices  of  the
Commission  located at 7 World Trade Center, New York,  New  York
10048  and 500 West Madison, 14th Floor, Chicago, Illinois 60661.
Copies can be obtained by mail at prescribed rates.  Requests for
copies  should  be directed to the Commission's Public  Reference
Section,  Judiciary  Plaza, 450 Fifth Street,  N.W.,  Washington,
D.C.    20549.    The   Commission   maintains   a    Web    site
(http://www.sec.gov) that contains reports, proxy and information
statements and other information regarding registrants 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.   Current  Report  on  Form 8-K filed on  December  10,  1999,
     Exchange Act reporting number 0-16203.

2.   Quarterly Report on Form 10-QSB filed on November 15,  1999,
     Exchange Act reporting number 0-16203.

3.   Current  Report on Form 8-K filed on November 13,  1999  (as
     amended on January 12, 2000), Exchange Act reporting  number
     0-16203.

4.   Annual Report on Form 10-KSB for the fiscal year ended  June
     30, 1999, Exchange Act reporting number 0-16203.

5.   Current  Report  on  Form  8-K filed  on  August  26,  1999,
     Exchange Act reporting number 0-16203.

6.   Current  Report  on  Form 8-KA filed  on  August  26,  1999,
     Exchange Act reporting number 0-16203.

7.   All  documents filed by us, subsequent to the date  of  this
     Prospectus, pursuant to 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.

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 Aleron  H.  Larson,  Jr.,  Delta
Petroleum  Corporation,  Suite 3310,  555  17th  Street,  Denver,
Colorado 80202, or (303) 293-9133.

                       TABLE OF CONTENTS

                                                             PAGE
RISK FACTORS.........................................          6

USE OF PROCEEDS......................................         10

DETERMINATION OF OFFERING PRICE......................         10

DILUTION.............................................         10

RECENT MATERIAL CHANGES IN OUR BUSINESS..............         11

SELLING SHAREHOLDERS.................................         11

PLAN OF DISTRIBUTION.................................         13

DESCRIPTION OF COMMON STOCK..........................         14

EXPERTS..............................................         14

LEGAL MATTERS........................................         15

                           RISK FACTORS

     Prospective investors should consider carefully, in addition
to the other information in this Prospectus, the following:

     1.    Substantial Debt Obligations and Shortages of Funding.
As  the  result of debt obligations that we recently incurred  in
connection  with  our  purchase of oil and  gas  properties  from
Whiting  Petroleum, we are obligated to make substantial  monthly
payments  to our lender on a loan which encumbers the  production
revenue  from  11 onshore wells and the offshore  Point  Arguello
Unit.   Although  we  intend to seek outside  capital  to  either
refinance the debt or provide a cushion, at the present  time  we
are  almost  totally dependent upon the revenues that we  receive
from  our  oil  and gas properties to service the debt.   In  the
event that oil and gas prices and/or production rates drop  to  a
level  that  we  are  unable to pay the  $150,000  principal  and
interest  minimum payment per month that is required by the  debt
agreements, it is likely that we would lose our interest  in  the
properties that we recently purchased.  In addition, our level of
oil and gas activities, including exploration and development  of
existing properties, and additional property acquisition, will be
significantly  dependent on our ability to successfully  conclude
funding  transactions.  No assurances can be given that any  such
funding transactions will be completed successfully.

     2.    History of Losses; No Assurance of Profitability.   We
have incurred substantial losses from our operations to date, and
at  June  30,  1999 we had an accumulated deficit of $19,578,359.
During  the  year ended June 30, 1999, we had total  revenues  of
$1,717,651, expenses of $4,716,410 and a net loss for the year of
$2,998,759.   During the fiscal year ended June 30, 1998  we  had
total  revenues of $2,163,615, expenses of $3,125,618 and  a  net
loss  for the year of $962,003. There are no assurances  that  we
will ever achieve profitability on a consistent basis.

     3.    Substantial  Cost to Develop Certain of  Our  Offshore
California  Properties; Development May Be Adversely Affected  by
the  California Offshore Oil and Gas Energy Resources  ("COOGER")
Study; Company Holds Minority Interest in Certain Properties  and
Generally Will Not Control Timing of Development.  Certain of our
offshore  California undeveloped properties,  in  which  we  have
ownership   interests   ranging  from  2.49%   to   24.22%,   are
attributable  to  our interests in four of our five federal units
(plus one additional lease) located offshore California near Santa Barbara.
The  cost  to  develop these properties will be very substantial.
The  cost  to develop all of these offshore California properties
in which we own a minority 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
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 in the form of delayed or reduced
revenues  under  our various  unit  operating agreements.
There can be  no  assurance that we can farmout our interests on
acceptable terms.

     These units have been formally approved and are regulated by
the   Minerals   Management  Service  ("MMS")  of   the   federal
government.  While the federal government has recently  attempted
to  expedite  the process of obtaining permits and authorizations
necessary  to  develop the properties, there can be no  assurance
that  it  will be successful in doing so.  The MMS has  initiated
the  California  Offshore Oil and Gas Energy  Resources  (COOGER)
study  at  the  request of the local regulatory agencies  of  the
affected Tri-Counties.  The COOGER study seeks to present a long-
term  regional perspective of potential onshore constraints  that
should   be   considered  when  developing  existing  undeveloped
offshore   leases.    COOGER   will  project   the   economically
recoverable  oil  and gas production from offshore  leases  which
have  not yet been developed.  These projections will be utilized
to  assist  in  identifying a potential range  of  scenarios  for
developing  these leases.  The "worst" case scenario is  that  no
new development of existing offshore leases would occur.  If this
scenario  were ultimately to be adopted by governmental  decision
makers  and  the  industry as the proper  course  of  action  for
development,  our  offshore California properties  would  in  all
likelihood  have little or no value. We would seek to  cause  the
Federal government to reimburse us for all money spent by us  and
our predecessors for leasing and other costs and/or for the value
of  the  oil  and  gas reserves found on the leases  through  our
exploration activities and those of our predecessors.

       We do not have a controlling interest in and do not act as
the  operator  of any of the offshore California  properties  and
consequently we will generally not control the timing  of  either
the  development  of  the  properties  or  the  expenditures  for
development unless we choose to unilaterally propose the drilling
of wells under the relevant operating agreements.

     4.    Substantial  Costs  to  Develop  Reserves.    We  have
significant  undeveloped  properties  in  addition  to  those  in
offshore  California  discussed in #3  above  that  will  require
substantial  costs to develop.  During the year  ended  June  30,
1999,     we     participated    in    the    drilling     and/or
completion/recompletion  of  four  gas  wells  and   seven   non-
productive wells. We anticipate that we will have participated in
the  drilling  of  a total of seven to ten new wells  during  the
fiscal  year ending June 30, 2000.  Although we believe  that  we
will  participate in the drilling of additional wells during  the
current fiscal year, our level of oil and gas activity, including
exploration and development and property acquisitions, will be to
a  significant extent dependent upon our ability to  successfully
conclude funding transactions, of which there is no assurance.

     We  expect  to continue incurring costs to acquire,  explore
and  develop oil and gas properties, and management predicts that
these  costs (together with general and administrative  expenses)
will   be  in  excess  of  funds  available  from  revenues  from
properties  owned  by  us  and existing  cash  on  hand.   It  is
anticipated  that  the  source  of  funds  to  carry   out   such
exploration and development will come from a combination  of  our
sale  of  working  interests in oil and  gas  leases,  production
revenues,  sales  of our securities, and funds from  any  funding
transactions in which we might engage.

     5.    Dependence on Oil and Gas Prices.  Our current ability
to  service  our  debt  and  our  oil  and  gas  exploration  and
production activities are dependent on the market prices  of  oil
and gas.  The prices for oil and gas are dependent on a number of
factors, including the extent of domestic production and  imports
of  oil;  the competitive position of oil and gas as a source  of
energy as compared with coal, atomic energy, hydroelectric  power
and  other  energy sources; the refining capacity of  prospective
oil  purchasers; the availability and capacity of  pipelines  and
other  means  of  transportation; and the effect of  federal  and
state  regulation on production, transportation and sale  of  oil
and  gas.  Such factors are beyond our control or influence.  The
volatility  of prices of oil and gas, which has been  substantial
in  the past and may continue to be high in the future, may  have
material   effects  on  our  liquidity  and  capital   resources.
Additionally,  the valuation of our proven and unproven  oil  and
gas  properties  and  our  production  revenues  could  vary  and
fluctuate significantly with changes in oil and gas prices.

     6.     Shares   Available  for  Resale.   Of  our  presently
outstanding shares of Common Stock, 918,980 shares of "restricted
securities"  (the  "UFG Owned Shares") are owned  by  our  former
parent,  Underwriters Financial Group, Inc.  ("UFG"),  which  has
filed  for  protection under federal bankruptcy laws.  Under  the
terms  of a settlement agreement reached among us, UFG and Snyder
Oil  Corporation ("SOCO"), UFG granted a lien to SOCO on the  UFG
Owned  Shares.   While the settlement agreement  imposes  certain
restrictions  upon  the sales of the UFG Owned  Shares  into  the
public  market  in addition to any restrictions provided  by  SEC
Rule  144 for affiliates, SOCO and the Trustee in bankruptcy  for
UFG intend to effectuate the sale of the UFG Owned Shares as soon
as  practicable.  Subject to these restrictions, all of  the  UFG
Owned Shares are currently eligible for resale.  Investors should
be  aware  that  such sale of the UFG Owned Shares  may,  in  the
future,  have  a  depressive effect on the price  of  our  Common
Stock.

     7.     Competition.  Oil and gas exploration and acquisition
of undeveloped properties is a highly competitive and speculative
business.  We compete with a number of other companies, including
major oil companies and other independent operators which may  be
more experienced and may have greater financial resources. We  do
not  hold a significant competitive position in the oil  and  gas
industry.

     8.    Governmental Regulation and Control.   Our  activities
are  subject  to  extensive federal, state, and  local  laws  and
regulations controlling not only the exploration for and sale  of
oil,  but  also  the possible effects of such activities  on  the
environment.    Present  as  well  as  future   legislation   and
regulations could cause additional expenditures, restrictions and
delays  in our business, the extent of which cannot be predicted,
and may require us to cease operations in some circumstances.  In
addition,  the production and sale of oil and gas are subject  to
various  governmental controls.  Because federal energy  policies
are  still  uncertain and are subject to constant  revisions,  no
prediction  can be made as to the ultimate effect on us  of  such
governmental policies and controls.

     9.   Dependence Upon Operators.  We currently operate only a
small  portion of the wells in which we own an interest,  and  we
are  dependent  upon the operator of the wells  that  we  do  not
operate  to make most decisions concerning such things as whether
or  not  to drill additional wells, how much production  to  take
from  such wells, or whether or not to cease operation of certain
wells.   While  we, as a working interest owner,  may  have  some
voice  in  the  decisions concerning the wells, we  are  not  the
primary  decision  maker concerning them.  Therefore  we  may  be
unable  to cause wells to be drilled even though we may have  the
funds  with which to pay our proportionate share of the  expenses
of such drilling.

     10.   General Risks Inherent in Oil and Gas Exploration  and
Operations.   Our  business is subject to risks inherent  in  the
exploration, development  and  operation  of  oil  and  gas
properties,  including  but not limited to environmental  damage,
personal injury, and other occurrences that could result  in  our
incurring  substantial losses and liabilities to  third  parties.
In  our  own  activities,  we purchase  insurance  against  risks
customarily   insured  against  by  others   conducting   similar
activities.  Nevertheless, we are not insured against all  losses
or  liabilities  which  may arise from all hazards  because  such
insurance  is  not  available  at  economic  rates,  because  the
operator  has not purchased such insurance, or because  of  other
factors.  Any uninsured loss could have a material adverse effect
on us.

     11.   No  Long-Term Contracts. We do not have any  long-term
supply  or  similar  agreements with governments  or  authorities
pursuant to which we act as producer.  We are therefore dependent
upon  our ability to sell oil and gas at the prevailing well head
market  price.  There can be no assurance that purchasers will  be
available or that the prices they are willing to pay will  remain
stable.

     12.   Lack  of Diversification.  Since all of our  resources
are  devoted to one industry, purchasers of our Common Stock will
be  risking essentially their entire investment in a company that
is focused only on oil and gas activities.

      13.   Voting Rights.  Holders of our Common Stock  are  not
entitled  to accumulate their votes for the election of directors
or otherwise.  Accordingly, the present shareholders will be able
to  elect  all of our directors, and holders of the Common  Stock
offered hereby will not be able to elect a representative to  our
Board of Directors.  See "DESCRIPTION OF COMMON STOCK."

     14.   Lack  of  Prospective  Dividends.   There  can  be  no
assurance  that our proposed operations will result in sufficient
revenues  to  enable  us to operate at profitable  levels  or  to
generate a positive cash flow.  For the foreseeable future, it is
anticipated  that  any earnings which may be generated  from  our
operations will be used to finance our growth and that  dividends
will not be paid to holders of Common Stock.  See "DESCRIPTION OF
COMMON STOCK."

     15.   No  Assurance of a Public Market. Our Common Stock  is
listed on the Nasdaq Small-Cap Market and trades under the symbol
"DPTR."   To date, trading volume for our Common Stock  has  been
relatively  light.  Average weekly trading volume for the  fiscal
year ended June 30, 1999 was 10,445 shares.  The high sales price
during  such  period was $4.00, while the low sales price  during
the same period was $1.125.

                        USE OF PROCEEDS

     We will not receive any proceeds from the sale of the Common
Stock   being  registered  hereunder  for  sale  by  the  Selling
Shareholders.   We  may  receive proceeds upon  the  exercise  of
outstanding  warrants  or  options by the  Selling  Shareholders,
which  proceeds,  if any, would be used for working  capital  and
drilling and development of our properties.

                     DETERMINATION OF OFFERING PRICE

     The shares being registered herein are being sold by 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  Small-Cap Market under the  symbol  "DPTR."   On
January 31, 2000, the reported closing price for our Common Stock
on the Nasdaq Small-Cap Market was $2-3/8.

                            DILUTION

     As  of September 30, 1999, we had 6,653,902 shares of Common
Stock  issued and outstanding with a net tangible book  value  of
$10,002,071  or  $1.50 per share.  Net tangible  book  value  per
share  represents  the  amount  of  our  total  assets  excluding
intangible assets, less total liabilities, divided by the  number
of  shares of Common Stock outstanding.  The following table set
forth  the dilution to be incurred by investors acquiring  Common
Stock.   This  dilution  effect will  not  be  reflected  in  the
Company's financial statements.

  Assumed Purchase Price (1)                                       $2.38
  Net tangible book value per share at September 30, 1999          $1.50
  Dilution to Purchasers of Common Stock                           $ .88
  Dilution to Purchasers as Percentage of Purchase Price           36.97%
____________________
(1)  Assumes a purchase price of $2.38.  The closing bid price of
     our Common Stock on NASDAQ on January 31, 2000 was $2.38.

             RECENT MATERIAL CHANGES IN OUR BUSINESS

     There  have  been no material changes in our business  since
June  30, 1999 other than the recent drilling activity set  forth
below and the changes disclosed in the Form 10-KSB for the fiscal
year  ended  June 30, 1999, the Form 10-QSB for the period  ended
September  30,  1999 and/or the Forms 8-K filed  since  June  30,
1999.

     Present Drilling Activity

      Between  July 1, 1999 and February 7, 2000, we participated
in  the drilling of one new well with Slawson Exploration Company
on   its  properties  in  the  Sacramento  Basin.   The  well  is
successful and will be selling gas within a few weeks.   We  plan
to  participate in the drilling of one additional well  on  these
properties during the next 90 days.

                      SELLING SHAREHOLDERS

     The  following  table  indicates  the  Selling  Shareholders
currently   known  to  us.   The  calculations  are  based   upon
outstanding shares at January 31, 2000 of 7,555,902.

                          Number of
                          Shares of
                         Common Stock        % Held
                        Owned Prior to      Prior to    Common Stock
Name                     the Offering       Offering      to be Sold

Aleron H. Larson, Jr.       745,300(1)        9.07%      659,500(1)
Roger A. Parker             734,250(2)         8.99%      610,663(2)
Kevin K. Nanke              323,900(3)         4.11%      323,900(3)
Terry D. Enright             56,250(4)         0.74%       41,250(5)
Jerrie F. Eckelberger        28,125(7)         0.37%       28,125(7)

                              Number of
                              Shares of
                             Common Stock         % Held
                              Owned After         After the
Name                         the Offering         Offering

Aleron H. Larson, Jr.            85,800            1.04%
Roger A. Parker                 123,587            1.51%
Kevin K. Nanke                      -0-              -0-
Terry D. Enright                 15,000(6)         0.20%
Jerrie F. Eckelberger               -0-              -0-

      1.    85,800 shares are owned directly by Mr. Larson's
family.  Common stock to be sold includes 559,500 shares  of
Common  Stock  underlying currently exercisable  options  to
purchase  shares  at  $.05  per  share  and  100,000  shares
underlying currently exercisable options to purchase  shares
at $1.75 per share.  Mr. Larson is Chairman, Chief Executive
Officer,  Secretary,  Treasurer,  and  a  Director  of   the
Company.

      2.    123,587 shares are owned directly by Mr. Parker.
Common Stock to be sold includes 510,663 shares  of  Common
Stock  underlying currently exercisable options to  purchase
shares  at  $.05  per  share and 100,000  shares  underlying
currently  exercisable options to purchase shares  at  $1.75
per   share.   Mr.  Parker  is  President,  Chief  Operating
Officer and a Director of the Company.

      3.   Includes 98,900 shares of Common Stock underlying
currently  exercisable options to purchase shares at  $1.125
per  share;  25,000 shares underlying currently  exercisable
options  to  purchase shares at $1.5625 per  share;  175,000
shares  underlying currently exercisable options to purchase
shares  at  $1.75  per share; and 25,000  shares  underlying
currently exercisable options to purchase shares at $.01 per
share.  Mr. Nanke is the Company's Chief Financial Officer.

      4.    Includes 5,000 shares of Common Stock underlying
currently exercisable Class D warrants to purchase shares at
$1.25   per   share;  10,000  shares  underlying   currently
exercisable Class I warrants to purchase shares at $3.50 per
share; 7,500 shares underlying currently exercisable options
to   purchase  shares  at  $3.30  per  share;  7,500  shares
underlying currently exercisable options to purchase  shares
at  $3.13  per  share;  7,500  shares  underlying  currently
exercisable options to purchase shares at $1.88  per  share;
8,750  shares  underlying currently exercisable  options  to
purchase  shares  at  $1.36  per share;  and  10,000  shares
underlying currently exercisable options to purchase  shares
at  $1.30  per  share.  Mr. Enright is  a  Director  of  the
Company.

      5.    Includes all shares listed in footnote  4  above
except  for  the shares underlying the Class D and  Class  I
warrants.

     6.    Includes  Class  D and I warrants  referenced  in
     footnote 4 above.

      7.    Includes 1,875 shares of Common Stock underlying
currently  exercisable options to purchase shares  at  $2.98
per  share;  7,500  shares underlying currently  exercisable
options to purchase shares at $1.88 per share; 8,750  shares
underlying currently exercisable options to purchase  shares
at  $1.36  per share; and 10,000 shares underlying currently
exercisable options to purchase shares at $1.30  per  share.
Mr. Eckelberger is a Director of the Company.

     We  will  not receive any proceeds from the sale  of  Common
Stock by any of the Selling Shareholders listed above except such
proceeds  as  may  be  received  by  us  upon  the  exercise   of
outstanding  warrants or options by the Selling Shareholders.  We
have the unilateral right to reduce the exercise price of each of
the warrants and options listed above, and may do so if deemed to
be  in the best interests of our company and our shareholders  in
the  reasonable business judgment of the Board of Directors.   We
have  agreed  to pay for all costs and expenses incident  to  the
issuance,   offer,  sale  and  delivery  of  the  Common   Stock,
including,  but  not  limited  to,  all  expenses  and  fees   of
preparing,  filing  and printing the Registration  Statement  and
Prospectus  and  related  exhibits,  amendments  and  supplements
thereto  and  mailing  of such items.  We will  not  pay  selling
commissions and expenses associated with any such sales by any of
the  Selling Shareholders.  The Selling Shareholders have advised
us that sales of shares of our Common Stock may be made from time
to  time  by  and for their respective accounts in  one  or  more
transactions  in  the  over-the-counter  market,  in   negotiated
transactions  or otherwise, at prices related to  the  prevailing
market price or at negotiated prices.

                      PLAN OF DISTRIBUTION

     The  Common Stock registered hereunder may be sold from time
to  time  by the Selling Shareholders. Such sales may be made  in
the  over-the-counter market or otherwise at prices and at  terms
then  prevailing or at prices related to the then current  market
price,  or in negotiated transactions.  The Common Stock  may  be
sold  by one or more of the following methods:  (i) a block trade
in which the broker or dealer so engaged will attempt to sell the
Common  Stock  as  agent for the Selling Shareholders;  and  (ii)
ordinary  brokerage transactions and transactions  in  which  the
broker  solicits  purchasers.   In effecting  sales,  brokers  or
dealers engaged by the Selling Shareholders may arrange for other
brokers  or  dealers  to participate.  Brokers  or  dealers  will
receive  commissions from the Selling Shareholders in amounts  to
be  negotiated  immediately prior to the sale.  Such  brokers  or
dealers  and  any other participating brokers or dealers  may  be
deemed  to be "underwriters" within the meaning of the Securities
Act in connection with such sales.

     The  Selling Shareholders have advised us that sales of  the
Common Stock registered hereby may be effected from time to  time
in  transactions  (which may include block transactions)  in  the
NASDAQ market, in negotiated transactions, through the writing of
options on the Common Stock, or a combination of such methods  of
sale,  at  fixed  prices which may be charged, at  market  prices
prevailing at the time of sale, or at negotiated prices.

     The  Selling  Shareholders may effect such  transactions  by
selling  Common  Stock directly to purchasers or  to  or  through
broker-dealers  which  may  act as agents  or  principals.   Such
broker-dealers 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  agents or to whom they sell as principal, or both.   The
Selling   Shareholders  and  any  broker-dealers  that   act   in
connection with the sale of the Common Stock might be  deemed  to
be  "underwriters" within the meaning of Section 2(11) of the Act
and any commissions received by them and any profit on the resale
of   the  Common  Stock  as  principal  might  be  deemed  to  be
underwriting discounts and commissions under the Securities Act.

     The  Selling Shareholders may agree to indemnify any  agent,
dealer   or   broker-dealer  that  participates  in  transactions
involving  sales of the Common Stock against certain liabilities,
including liabilities arising under the Securities Act  of  1933,
as amended.

     Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
persons  controlling us pursuant to the foregoing provisions,  we
have  been  informed  that in the opinion of the  Securities  and
Exchange Commission such indemnification is against public policy
as expressed in such Act and is therefore unenforceable.

                  DESCRIPTION OF COMMON STOCK

     We  are  authorized to issue 300,000,000 shares of our  $.01
par value Common Stock, of which 7,555,902 shares were issued and
outstanding as of January 31, 2000.  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.

     A total of 918,980 shares of our Common Stock that are owned
by  Underwriters Financial Group, Inc. are subject  to  a  voting
agreement  with us, whereby Aleron H. Larson, Jr.  and  Roger  A.
Parker,  our Chief Executive Officer and President, respectively,
have  the  right  to vote the shares owned by  UFG.   The  voting
agreement  does not apply if the shares are sold to persons  who,
upon such purchase, would not be deemed affiliates of us or UFG.

                            EXPERTS

     The  Consolidated  Financial Statements of  Delta  Petroleum
Corporation  as of June 30, 1999 and 1998, and for  each  of  the
years  in  the three-year period ended June 30, 1999,  have  been
incorporated   by  reference  herein  and  in  the   registration
statement  in  reliance upon the report of KPMG LLP,  independent
certified  public accountants, incorporated by reference  herein,
and  upon the authority of said firm as experts in accounting and
auditing.

     In addition, the Statement of Oil and Gas Revenue and Direct
Lease  Operating  Expenses of Oil and Gas Properties  of  Whiting
Petroleum acquired by Delta Petroleum Corporation for each of the
years in the two year period ended June 30, 1999 which appears in
the November 1, 1999 Form 8-K/A of Delta Petroleum Corporation
dated  January  13, 2000  has  been  incorporated by reference
herein  and  in  the registration statement in reliance upon the
report of  KPMG  LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of
said firm as  experts in accounting and auditing.

                         LEGAL MATTERS

     The  validity  of the issuance of the Common  Stock  offered
hereby  will  be  passed  upon for us by Krys  Boyle  Freedman  &
Sawyer, P.C., Denver, Colorado.

     NO  PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO  MAKE
ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR INCORPORATED BY
REFERENCE  IN  THIS  PROSPECTUS  AND,  IF  GIVEN  OR  MADE,  SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS  HAVING
BEEN AUTHORIZED.  THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL  OR  A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES  OTHER
THAN   THE  COMMON  STOCK  OFFERED  BY  THIS  PROSPECTUS.    THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY ANY COMMON STOCK IN ANY CIRCUMSTANCES IN WHICH
SUCH OFFER OR SOLICITATION IS UNLAWFUL.  NEITHER THE DELIVERY  OF
THIS  PROSPECTUS  NOR ANY SALE MADE HEREUNDER  SHALL,  UNDER  ANY
CIRCUMSTANCES,  CREATE ANY IMPLICATION THAT  THERE  HAS  BEEN  NO
CHANGE  IN  OUR  AFFAIRS  SINCE  THE  DATE  HEREOF  OR  THAT  THE
INFORMATION CONTAINED BY REFERENCE HEREIN IS CORRECT  AS  OF  ANY
TIME SUBSEQUENT TO ITS DATE.

                            PART II

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.

         See,   "Incorporation of Certain Documents by Reference"
in Reoffer Prospectus.

Item 4.   Description of Securities.  Not applicable

Item 5. Interests of Named Experts and Counsel.  None to report

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
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.

     (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.  Not applicable

Item 8.   Exhibits.

Exhibit
Number    Description of Exhibit

3.1             Articles  of  Incorporation  of  Delta  Petroleum
          Corporation  (incorporated by reference to Exhibit  3.1
          to  the Company's Form 10 filed September 9, 1987  with
          the Securities and Exchange Commission).

3.2             Bylaws  of  Delta Petroleum Corporation  (incorpo
          rated by reference to Exhibit 3.2 to the Company's Form
          10  filed  September  9, 1987 with the  Securities  and
          Exchange Commission).

4.1             Statement  of  Designation and  Determination  of
          Preferences of Series A Convertible Preferred Stock  is
          incorporated  by  reference  to  Exhibit  28.3  of  the
          Current Report on Form 8-K dated June 15, 1988.

4.2             Statement  of  Designation and  Determination  of
          Preferences of Series B Convertible Preferred Stock  is
          incorporated  by  reference  to  Exhibit  28.1  of  the
          Current Report on Form 8-K dated August 9, 1989.

4.3             Statement  of  Designation and  Determination  of
          Preferences of Series C Convertible Preferred Stock  is
          incorporated by reference to Exhibit 4.1 of the Current
          Report on Form 8-K dated June 27, 1996.

5.1             Opinion  of  Krys Boyle Freedman &  Sawyer,  P.C.
          regarding legality.  Filed herewith electronically.

23.1            Consent    of   KPMG   LLP.    Filed   herewith
          electronically.

23.2            Consent    of   KPMG   LLP.    Filed   herewith
          electronically.

23.3            Consent  of  Krys Boyle Freedman &  Sawyer,  P.C.
          (Contained in Exhibit 5.1)

24.1            Power  of  Attorney (Contained in  the  Signature
          section of this Registration Statement).

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.

     (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.

                           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 11th day of February,
2000.

                         DELTA PETROLEUM CORPORATION

                         By   s/Aleron H. Larson, Jr.
                             Aleron H. Larson, Jr., Secretary,
                             Chairman of the Board, Treasurer,
                                and Chief Executive Officer

     Pursuant to the requirements of the Securities Act of  1933,
this  Registration  Statement  has  been  signed  below  by   the
following persons in the capacities and on the date indicated.

       Signatures                Title                      Date

s/Aleron H. Larson, Jr.        Chief Executive                2/11/00
Aleron H. Larson, Jr.          Officer, Chairman
                               of the Board, Treasurer,
                               Secretary and Director

/s/Roger A. Parker             President and                  ________
Roger A. Parker*               Director

/s/Kevin K. Nanke              Chief Financial Officer        ________
Kevin K. Nanke*                and Principal
                               Accounting Officer

/s/Terry D. Enright            Director                       ________
Terry D. Enright*

/s/Jerrie F. Eckelberger       Director                       ________
Jerrie F. Eckelberger*

*     The  signator,  Director and/or Officer of Delta  Petroleum
Corporation  (the "Company") further does hereby  constitute  and
appoint  Aleron H. Larson, Jr., his true and lawful attorney  and
agent,  with  power  of  substitution,  to  sign  a  Registration
Statement under the Securities Act of 1933 to be filed  with  the
Securities  and Exchange Commission, and to do any and  all  acts
and  things and to execute any and all instruments for him in his
name and in the capacity indicated above, which said attorney and
agent  may  deem necessary or advisable to enable the Company  to
comply  with  the  Securities Act of 1933, as  amended,  and  any
rules,  regulations  and  requirements  of  the  Securities   and
Exchange   Commission,  in  connection  with  such   Registration
Statement, including specifically, but without limitation,  power
and  authority  to sign for him in his name and in  the  capacity
indicated above, any and all amendments (including post-effective
amendments)  thereto; and he does hereby ratify and  confirm  all
that  said  attorney and agent, or his substitute or substitutes,
or  any  of them, shall do or cause to be done by virtue of  this
Power of Attorney.