UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

         DIVISION OF
CORPORATION FINANCE
Mail Stop 7010

      January 20, 2006

Mr. Roger A. Parker
Delta Petroleum Corporation
370 17th Street, Suite 4300
Denver, Colorado 80202


      Re:	Delta Petroleum Corporation
		Registration Statement on Form S-4
      Filed December 23, 2005
		File No. 333-130672

Dear Mr. Parker:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.






General

1. We note that the reincorporation into Delaware is a condition
to
the merger.  Please advise as to your apparent belief that the
sole
purpose of this reincorporation is to change your business
domicile
and therefore it is not necessary to register the issuance of the
Delaware securities.

2. We note that you have not included certain pro forma financial
information relating to Castle Energy Corporation, as part of your
document.  Please refer to Rule 11-01(a)(1)-(8) of Regulation S-X,
and if you believe such information would not be material to
investors, please provide us with your analysis in support of your
conclusion.  Otherwise, please provide the pro forma information
prescribed by Rule 11-02 of Regulation S-X.  In addition, please
provide a pro forma oil and gas reserve roll-forward and pro forma
Standardized Measure of Oil and Gas Reserves that combines the two
company`s reserves and standardized measures.

The Merger Agreement, page 56

3. We note that the obligation of the parties to proceed with the
merger is subject to the waivable condition to receive a legal
opinion to the effect that the merger constitutes a reorganization
within the meaning of Section 368(a) of the Internal Revenue Code.
Please revise to indicate that, if such condition is waived and
the
tax consequences differ materially from the consequences you
describe
in the registration statement and in the tax opinions filed as
exhibits prior to effectiveness, you will recirculate a revised
proxy
statement / prospectus describing the material consequences and
resolicit the vote.

Material United States Federal Income Tax Consequences of the
Merger,
page 64

4. Because the income tax consequences of the merger would be
material to stockholders, you must file as exhibits to the
registration statement the appropriate tax opinions prior to
effectiveness.  If you file a short-form opinion, the opinion
should
include a representation confirming that the disclosure in the
prospectus is the opinion of your counsel.  If you file a long-
form
opinion, make clear that your disclosure in this section is a
summary
of the opinion and that the opinion is being filed separately as
an
exhibit.

Undertakings, page II-3

5. Revise to provide all the required undertakings.  In this
regard,
we note that it appears that you have not included all of the
undertakings required by Item 512(a) of Regulation S-K as recently
amended.


Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Kevin Stertzel at (202) 551-3723 or Jill
Davis,
Branch Chief, at (202) 551-3683 if you have questions regarding
comments on the financial statements and related matters.  Please
contact Carmen Moncada-Terry at (202) 551-3687 or, in her absence,
the undersigned, at (202) 551-3740 with any other questions.


      					Sincerely,



      					H. Roger Schwall
      Assistant Director


cc: 	R. Levine (via facsimile)
      C. Moncada-Terry

Mr. Roger A. Parker
Delta Petroleum Corporation
January 20, 2006
Page 4