UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A AMENDMENT NO. 2 [X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the fiscal year ended June 30, 2005 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition period from __________. Commission File No. 0-16203 DELTA PETROLEUM CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) Colorado 84-1060803 - ------------------------------- ------------------------------------ (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 370 17th Street, Suite 4300 Denver, Colorado 80202 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (303) 293-9133 Securities registered under Section 12(b) of the Act: None Securities registered under to Section 12(g) of the Act: Common Stock, $.01 par value Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: [X] Yes [ ] No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K: [ ] Indicate by a check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act): [X] Yes No [ ] Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): [ ] Yes No [X] The aggregate market value as of September 30, 2005 of voting stock held by non-affiliates of the registrant was approximately $971,379,500. As of September 30, 2005, 47,683,000 shares of registrant's Common Stock, $.01 par value, were issued and outstanding. Documents incorporated by reference: The information required by Part III of this Form 10-K is incorporated by reference to the Company's Definitive Proxy Statement for the Company's 2005 Annual Meeting of Shareholders. EXPLANATORY NOTE: This amendment to the Annual Report on Form 10-K of Delta Petroleum Corporation is being filed to correct certain information in Items 11 and 12 of the Form 10-K. TABLE OF CONTENTS PAGE PART III Item 11. EXECUTIVE COMPENSATION .................................... 3 Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT .............................................. 8 PART IV Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES ................... 12 2 PART III Item 11. EXECUTIVE COMPENSATION SUMMARY COMPENSATION TABLE Long-term Compensation -------------------------------------- Awards ---------------------- Annual Compensation Restricted ------------------- Stock Securities All Other Name and Salary Bonus Awards(s) Underlying Compensation Principal Position Period ($) (1) ($) ($) (7) Options (#) ($) (8) - ------------------------ ---------- --------- -------- ---------- ----------- ------------ Roger A. Parker Year Ended President, Chief 6/30/2005 $450,000 $340,000 $383,500 175,000 (2) $37,000 Executive Officer and Year Ended Director 6/30/04 340,000 340,000 - 500,000 (2) 41,000 Year Ended 6/30/03 240,000 272,000 - - 40,000 Aleron H. Larson, Jr. Year Ended Chairman, Secretary 6/30/05 $300,000 $ - $168,740 70,000 (4) $39,000 and Director(3) Year Ended 6/30/04 275,000 200,000 - 500,000 (4) 41,000 Year Ended 6/30/03 240,000 192,500 - - 40,000 Kevin K. Nanke Year Ended Treasurer and Chief 6/30/05 $225,000 $180,000 $191,750 87,500 (5) $37,000 Financial Officer Year Ended 6/30/04 200,000 200,000 - 250,000 (5) 41,000 Year Ended 6/30/03 180,000 130,000 - - 40,000 John R. Wallace Year Ended Executive Vice President 6/30/05 $225,000 $180,000 $191,750 87,500 (6) $37,000 and Chief Operating Year Ended Officer 6/30/04 150,000 200,000 - 200,000 (6) - __________________________ (1) Includes reimbursement of certain expenses. (2) Includes options to purchase 175,000 shares of Common Stock at $15.34 per share until December 31, 2014, and options to purchase 500,000 shares of Common Stock at $5.29 per share until August 26, 2013. (3) Mr. Larson retired as Chairman on July 1, 2005. (4) Includes options to purchase 70,000 shares of Common Stock at $15.34 per share until December 31, 2014. (5) Includes options to purchase 87,500 shares of Common Stock at $15.34 per share until December 31, 2004, and options to purchase 250,000 shares of Common Stock at $5.29 per share until August 26, 2013. 3 (6) Includes options to purchase 87,500 shares of Common Stock at $15.34 per share until December 31, 2004, and options to purchase 200,000 shares of Common Stock at $5.44 per share until December 8, 2013. (7) For the year ended June 30, 2005, the dollar amounts shown represent the value of time- based restricted stock awarded to the named executives under the Company's 2004 Stock Incentive Plan, as amended, which is calculated by multiplying the total number of restricted shares by the fair market value of Delta's common stock on the date of grant (see below). The fair market values calculated do not reflect any adjustments for risk of forfeiture or restrictions on transferability. The restricted shares vest on the third anniversary of the date of grant. A holder of restricted shares has all the rights of a holder of shares of common stock, including the right to receive dividends, if any. Fair Market Date of Restricted Shares Value on Date Officer Grant Granted (#) of Grant ($/Share) ------- -------- ----------------- ------------------ Roger A. Parker 12/21/04 25,000 $15.34 Aleron H. Larson, Jr. 12/21/04 11,000 $15.34 Kevin K. Nanke 12/21/04 12,500 $15.34 John R. Wallace 12/24/04 13,500 $15.34 The table below lists the aggregate number of restricted shares not vested or subject to risk of forfeiture held by the named executive officers and the value of such shares on June 30, 2005. Fair market values are determined by multiplying the number of unvested shares by $14.42, the June 30, 2005 closing price for Delta's common stock. Officer Shares(#) Market Value ------- --------- ------------ Roger A. Parker 25,000 $353,000 Aleron H. Larson, Jr. 11,000 $155,320 Kevin K. Nanke 12,500 $176,500 John R. Wallace 12,500 $176,500 (8) Represents amounts contributed under the Company's Simple IRA Plan, Profit Sharing Plan and 401(k) Plan. 4 OPTION GRANTS IN LAST FISCAL YEAR ___________________________________________________________________________________________________ Individual Grants ___________________________________________________________________________________________________ Number of Percent of Potential realizable value securities total options at assumed annual rates of underlying granted to stock price appreciation options employees Exercise for option term (4) granted (#) in fiscal price Expiration --------------------------- Name (1)(2) year (3) ($/Sh) date 5% ($) 10% ($) ___________________________________________________________________________________________________ Roger A. Parker 175,000 16.91% $15.34 12/21/14 $1,688,268 $4,278,402 Aleron H. Larson, Jr. 70,000 6.77% $15.34 12/21/14 $ 675,307 $1,711,361 Kevin K. Nanke 87,500 8.46% $15.34 12/21/14 $ 844,134 $2,139,201 John R. Wallace 87,500 8.46% $15.34 12/21/14 $ 844,134 $2,139,201 __________________________________________________________________________________________________ (1) All options granted in fiscal 2005 have a term of ten years and are subject to a three-year vesting schedule, with 33.3% of the options becoming exercisable on each of the first three anniversaries of the date of grant. (2) All of the unvested portion of these options vests in connection with certain terminations of employment. See "Employee Contracts, Termination of Employment, and Change of Control Arrangements." (3) The percentage for each year is the amount of stock options granted to each of the named executive officers as a percentage of the total stock options granted to all employees and directors. During fiscal 2005, Delta granted options to employees and directors to purchase a total of 1,034,700 shares. (4) These amounts represent certain assumed rates of appreciation based on actual option term and annual compounding from the date of grant. The 5% and 10% appreciation rates are established by the Securities and Exchange Commission and are not intended to forecast future appreciation rates for our common stock. Actual gains, if any, on stock option exercises and common stock holdings are dependent upon the future performance of our common stock. Neither the option values reflected in the table nor the assumptions utilized in arriving at the values should be considered indicative of our future stock performance. There can be no assurance that the amounts reflected in this table will be achieved. These numbers do not take into account provisions of the options providing for termination of the option following employment termination, non-transferability, or vesting. 5 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY END OPTION VALUES Number of Securities Value of Underlying Unexercised Unexercised in the Money Shares Options at Options at Acquired June 30, 2005(#) June 30, 2005($) on Realized Exercisable/ Exercisable/ Name Exercise(#) ($) Unexercisable Unexercisable ---- ----------- ----------- ------------------ -------------- Roger A. Parker 675,000 $ 5,616,950 925,000 / 175,000 $6,695,000 / 0 Aleron H. Larson, Jr. 1,205,000 $13,787,450 570,000 / 0 $4,415,000 / 0 Kevin K. Nanke - - 532,476 / 87,500 $4,775,061 / 0 John R. Wallace - - 287,500 / 87,500 $ 434,000 / 0 Compensation of Directors The following table provides information concerning compensation paid to non-employee directors who served on the Board during fiscal 2005. Non-Employee Director Compensation Table For Fiscal 2005(1) Annual Board Retainer ................................ $50,000 Audit Committee Chair Retainer ....................... $ 5,000 Other Committees' Retainer ........................... $ 2,500 Other Committees' Chair Retainer ..................... $ 3,750 Equity Compensation - Stock Option(2) ................ 14,000 Shares - Restricted Stock(3) ............ 2,000 Shares _________________ (1) Board and committee retainers are paid in cash. (2) During fiscal 2005, each non-employee director received a fully-vested stock option grant to purchase 14,000 shares of common stock. The option price of the grants was $15.34, the closing price on the date granted. (3) During fiscal 2005, each non-employee director received a fully-vested 2,000 share grant of our restricted common stock. Employment Contracts and Termination of Employment and Change in Control Agreements On May 5, 2005, we entered into Employment Agreements with the following executive officers: Roger A. Parker, Kevin K. Nanke and John R. Wallace. The initial term of employment under each of the Employment Agreements is through December 31, 2006, and the term of each Employment Agreement will be automatically extended for additional one year terms thereafter unless notice of termination is given by either party at least 60 days prior to the end of a term. The base annual salary for Mr. Parker is $450,000, and the base annual salary for Messrs. Nanke and Wallace is $225,000. Each of these executive officers will also be entitled to bonuses based on a percentage of 6 their base salary as determined by the Compensation Committee of the Board of Directors upon satisfaction of performance criteria established by the Compensation Committee. In the event the employment of any of these executive officers is terminated other than for cause (as defined in the Employment Agreement) or if any of them resigns for "good reason" (as defined in the Employment Agreement), then that executive officer will be entitled to receive a payment equal to two times his annual base salary, annual automobile allowance and his average annual bonus. In the event that any of these Employment Agreements is not renewed, at the time that his employment is terminated the executive officer will receive the same payment as stated above, reduced proportionately by the number of months he continues to be employed by us. The Employment Agreements also include non-solicitation and non-competition obligations on the part of the executive officer that survive for one year following the date of termination. Also on May 5, 2005, we entered into Change of Control Executive Severance Agreements ("CoC Agreements") with Messrs. Parker, Nanke and Wallace which provide that, following a change in control of the Company as defined in the CoC Agreements and the termination of employment of the executive officer, the executive officer would receive, in addition to the severance payments provided for in his Employment Agreement, the continuation of certain benefits including medical insurance and other benefits provided to the executive officer for a period of three years. The CoC Agreements also include non-solicitation and non-competition obligations on the part of the executive officer that survive for one year following the date of termination. The CoC Agreements also provide that in certain circumstances the severance payment may be reduced so that the payment will not be subject to U.S. federal excise taxes. The CoC Agreements have an initial term through December 31, 2006, and will be automatically extended for additional two year terms thereafter unless notice of termination is given by either party at least 60 days prior to the end of a term. Retirement Savings Plan We adopted a profit sharing plan on January 1, 2002. All employees are eligible to participate and contributions to the profit sharing plan are voluntary and must be approved by the Board of Directors. Amounts contributed to the Plan will vest over a six year service period. We adopted a 401k plan effective May 1, 2005. All employees are eligible to participate and make employee contributions once they have met the plan's eligibility criteria. Under the 401k plan, our employees make salary reduction contributions in accordance with the Internal Revenue Service guidelines. Our matching contribution is an amount equal to 100% of the employee's elective deferral contribution which cannot exceed 3% of the employee's compensation, and 50% of the employee's elective deferral which exceeds 3% of the employee's compensation but does not exceed 5% of the employee's compensation. For the year ended June 30, 2005, we contributed $291,000 under the plan. 7 Equity Compensation Plan Information The following table provides information about the Common Stock that may be issued upon the exercise of options, warrants and rights under all of our existing equity compensation plans as of June 30, 2005. Number of Securities Remaining Available for Future Issuance Under Number of Securities Weighted Average Equity Compensation To be Issued Upon Exercise Exercise Price of Plans (excluding securities of Outstanding Options, Outstanding Options, reflected in the second Plan Category Warrants and Rights Warrants and Rights column) - ------------- -------------------------- ------------------- --------------------------- Equity Compensation 3,501,401 $7.59 585,300 Plans Approved by Stockholders Equity Compensation 50,243 (1) -- 99,757 Plans Not Approved by --------- ------- Stockholders Total 3,551,644 -- 685,057 ________________ (1) Includes shares granted to new employees as an inducement to entering into employment with Delta. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT (a) Security Ownership of Certain Beneficial Owners: The following table presents information concerning persons known by us to own beneficially 5% or more of our issued and outstanding voting securities at September 30, 2005: Amount and Nature Name and Address of Beneficial Percent Title of Class(1) of Beneficial Owner Ownership of Class(2) - ----------------- ------------------- ----------------- ----------- Common Stock Sprott Asset Management, Inc. 7,565,576 shares 15.87% Suite 2700 South Tower Royal Bank Plaza Toronto, Ontario M5J 2J1 Canada Common Stock Castle Energy Corporation 6,700,000 shares(3) 14.05% One Radnor Corporate Center, Suite 250 Radnor, PA 19087 Common Stock Capital Research Management 4,347,500 shares 9.20% Company and SMALLCAP World Fund, Inc. 333 South Hope Street Los Angeles, CA 90071 8 Common Stock Touradji Capital Management, LP 3,895,963 shares 8.17% 101 Park Avenue, 48th Floor New York, NY 10178 Common Stock Steinberg Asset Management, 2,863,965 shares 6.00% Inc. 12 East 49th Street Suite 1202 New York, NY 10017 ___________________________ (1) We have an authorized capital of 300,000,000 shares of $.01 par value Common Stock of which 47,683,000 shares were issued and outstanding as of September 30, 2005. We also have an authorized capital of 3,000,000 shares of $.10 par value preferred stock of which no shares are outstanding. (2) The percentage set forth after the shares listed for each beneficial owner is based upon total shares of Common Stock outstanding at September 30, 2005 of 47,683,000. The percentage set forth after each beneficial owner is calculated as if any warrants and/or options owned had been exercised by such beneficial owner and as if no other warrants and/or options owned by any other beneficial owner had been exercised. Warrants and options are aggregated without regard to the class of warrant or option. (b) Security Ownership of Management: Amount and Nature Name of of Beneficial Percent Title of Class(1) Beneficial Owner Ownership of Class(2) - ----------------- ---------------- ----------------- ----------- Common Stock Roger A. Parker 1,773,201 (3) 3.65% Common Stock Aleron H. Larson, Jr. 585,000 (4) 1.21% Common Stock Kevin K. Nanke 574,976 (5) 1.19% Common Stock John R. Wallace 324,700 (6) .68% Common stock James B. Wallace 78,500 (7) .16% Common stock Russell S. Lewis 56,000 (8) .12% Common stock Jerrie F. Eckelberger 42,725 (9) .09% Common Stock Neal A. Stanley 19,000 (10) .04% Common Stock Jordan R. Smith 16,000 (11) .03% Common stock Kevin R. Collins - -- Common Stock James P. Van Blarcom - -- Common stock All Officers and Directors 3,470,102 (12) 6.92% as a Group (11 persons) _________________________ (1) See Note (1) to preceding table; includes options. (2) See Note (2) to preceding table. (3) Includes 848,201 shares owned by Mr. Parker directly. Also includes options to purchase 250,000 shares of Common Stock at $5.00 per share until October 9, 2010; options to purchase 500,000 shares of Common Stock at $5.29 per share until August 26, 2013, and options to purchase 70,000 shares of Common Stock at $15.34 per share until December 21, 2004. 9 (4) Includes 11,000 shares owned by Mr. Larson, Jr., options to purchase 500,000 shares of Common Stock at $5.29 per share until August 26, 2013, and options to purchase 70,000 shares of Common Stock at $15.34 per share until December 21, 2014. (5) Consists of 42,500 shares of Common Stock owned directly by Mr. Nanke; options to purchase 18,726 shares of Common Stock at $1.125 per share until September 1, 2008; options to purchase 13,750 shares of Common Stock at $1.5625 per share until December 12, 2008; options to purchase 55,000 shares of Common Stock at $1.75 per share until May 12, 2009; options to purchase 41,250 shares of Common Stock at $1.75 per share until November 5, 2009; options to purchase 68,750 shares of Common Stock at $3.75 per share until July 14, 2010; options to purchase 55,000 shares of Common Stock at $3.29 until January 9, 2011; options to purchase 55,000 shares of Common Stock at $2.38 per share until October 5, 2011; options to purchase 137,500 shares of Common Stock at $5.29 per share until August 26, 2013; and options to purchase 70,000 shares of Common Stock at $15.34 per share until December 21, 2014. (6) Includes 37,200 shares of Common Stock owned directly by Mr. John Wallace, options to purchase 200,000 shares at $5.44 per share until December 3, 2013, and options to purchase 70,000 shares of Common Stock at $15.34 per share until December 21, 2014. (7) Includes 22,000 shares of Common Stock owned directly by Mr. James B. Wallace; options to purchase 2,500 shares at $2.02 per share until February 5, 2002, options to purchase 20,000 shares at $1.87 per share until February 7, 2013; options to purchase 20,000 shares at $2.38; and options to purchase 87,500 shares of Common Stock at $15.34 per share until December 21, 2014. (8) Includes 2,000 shares of Common Stock owned directly by Mr. Russell S. Lewis; 20,000 options to purchase shares of Common Stock at $1.87 per share until February 7, 2013; 20,000 options to purchase shares of Common Stock at $2.31 until February 4, 2014; and options to purchase 14,000 shares of Common Stock at $15.34 per share until December 21, 2014. (9) Includes 8,000 shares of Common Stock owned directly by Mr. Jerrie F. Eckelberger; options to purchase 725 shares at $2.98 per share until December 31, 2006; options to purchase 20,000 shares of Common Stock at $2.31 until February 4, 2014; and options to purchase 14,000 shares of Common Stock at $15.34 per share until December 21, 2014. (10) Includes 5,000 shares of Common Stock owned directly by Neal A. Stanley and options to purchase 14,000 shares of Common Stock at $15.34 per share until December 21, 2014. (11) Includes 2,000 shares of Common Stock owned directly by Jordan A. Smith and options to purchase 14,000 shares of Common Stock at $15.34 per share until December 21, 2014. 10 (12) Includes all warrants, options and shares referenced in footnotes (3), (4), (5), (6), (7), (8), (9), (10) and (11) above as if all warrants and options were exercised and as if all resulting shares were voted as a group. 11 PART IV Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a)(1) Financial Statements. (Previously filed.) Page No. Reports of Independent Registered Accounting Firm ........... F-1, 2 Consolidated Balance Sheets as of June 30, 2005 and 2004 .... F-3 Consolidated Statements of Operations for the years ended June 30, 2005, 2004 and 2003 .......................... F-4 Consolidated Statements of Stockholders' Equity and Comprehensive Income (Loss) for the years ended June 30, 2005, 2004 and 2003 .................... F-5 Consolidated Statements of Cash Flows for the years ended June 30, 2005, 2004 and 2003 .................... F-6 Notes to Consolidated Financial Statements .................. F-7 (a)(2) Financial Statement Schedules. None. (a)(3) Exhibits. The Exhibits listed in the Index to Exhibits appearing at page 46 are filed as part of this report. Management contracts and compensatory plans required to be filed as exhibits are marked with a "*". 12 INDEX TO EXHIBITS 2. Plans of Acquisition, Reorganization, Arrangement, Liquidation, or Succession. Not applicable. 3. Articles of Incorporation and By-laws. 3.1 Articles of Incorporation and Articles of Amendment to Articles of Incorporation. Incorporated by reference from Exhibit 3.1 to the Company's Annual Report on Form 10-K for the year ended June 30, 2004. 3.2 By-laws. Incorporated by reference from Exhibit 3.3 to the Company's Form 10 Registration Statement under the Securities Exchange Act of 1934, filed September 9, 1987. 4. Instruments Defining the Rights of Security Holders. 4.1 Purchase Agreement dated March 9, 2005, among Delta Petroleum Corporation, the Guarantors named therein and the Initial Purchasers named therein. Incorporated by reference from Exhibit 4.1 to the Company's Form 8-K dated March 15, 2005. 4.2 Registration Rights Agreement dated March 15, 2005, among Delta Petroleum Corporation, the Guarantors named therein and the Initial Purchasers named therein. Incorporated by reference from Exhibit 4.2 to the Company's Form 8-K dated March 15, 2005. 4.3 Indenture dated as of March 15, 2005, among Delta Petroleum Corporation, the Guarantors named therein and US Bank National Association, as Trustee. Incorporated by reference from Exhibit 4.3 to the Company's Form 8-K dated March 15, 2005. 4.4 Form of 7% Series A Senior Notes due 2015 with attached notation of Guarantees. Incorporated by reference from Exhibit 4.4 to the Company's Form 8-K dated March 15, 2005. 9. Voting Trust Agreement. Not applicable. 10. Material Contracts. 10.1 Burdette A. Ogle "Assignment, Conveyance and Bill of Sale of Federal Oil and Gas Leases Reserving a Production Payment," "Lease Interests Purchase Option Agreement" and "Purchase and Sale Agreement." Incorporated by reference from Exhibit 28.1 to the Company's Form 8-K dated January 3, 1995. 10.2 Delta Petroleum Corporation 1993 Incentive Plan, as amended. Incorporated by reference from Exhibit 99.1 to the Company's Form 8-K dated November 1, 1996. * 10.3 Delta Petroleum Corporation 1993 Incentive Plan, as amended June 30, 1999. Incorporated by reference to the Company's Notice of Annual Meeting and Proxy Statement dated June 1, 1999. * 13 10.4 Agreement between Burdette A. Ogle and Delta Petroleum Corporation effective December 17, 1998. Incorporated by reference from Exhibit 99.2 to the Company's Form 10-QSB for the quarterly period ended December 31, 1998. 10.5 Agreement between Whiting Petroleum Corporation and Delta Petroleum Corporation (including amendment) dated June 8, 1999. Incorporated by reference from Exhibit 99.1 to the Company's Form 8-K dated June 9, 1999. 10.6 Purchase and Sale Agreement dated October 13, 1999 between Whiting Petroleum Corporation and Delta Petroleum Corporation. Incorporated by reference from Exhibit 99.1 to the Company's Form 8-K dated November 1, 1999. 10.7 Agreement between Delta Petroleum Corporation, Roger A. Parker and Aleron H. Larson, Jr. dated November 1, 1999. Incorporated by reference from Exhibit 99.3 to the Company's Form 8-K dated November 1, 1999.* 10.8 Conveyance and Assignment from Whiting Petroleum Corporation dated December 1, 1999. Incorporated by reference from Exhibit 10.1 to the Company's Form 8-K dated December 1, 1999. 10.9 Agreement dated December 30, 1999 between Burdette A. Ogle and Delta Petroleum Corporation. Incorporated by reference from Exhibit 99.4 to the Company's Form 8-K dated January 4, 2000. 10.10 Purchase and Sale Agreement dated June 1, 2000 between Whiting Petroleum Corporation and Delta Petroleum Corporation. Incorporated by reference from Exhibit 10.1 to the Company's Form 8-K dated July 10, 2000. 10.11 Delta Petroleum Corporation 2001 Incentive Plan. Incorporated by reference to the Company's Notice of Annual Meeting and Proxy Statement dated July 26, 2001 for fiscal year 2000 ended June 30, 2000.* 10.12 Employment Agreements with Aleron H. Larson, Jr., Roger A. Parker and Kevin K. Nanke, from Exhibit 10.4 a, b, and c to the Company's Form 8-K dated October 25, 2001. * 10.13 Delta Petroleum Corporation 2002 Incentive Plan incorporated by reference from Exhibit A to the Company's definitive proxy statement filed May 1, 2002. * 10.14 Agreement between Delta Petroleum Corporation and Amber Resources Company dated July 1, 2001. Incorporated by reference from Exhibit 10.3 to the Company's Form 8-K dated October 25, 2001. 10.15 Letter agreement dated December 3, 2001 between Delta Petroleum Corporation and Ogle Properties LLC. Incorporated by reference from Exhibit 10.4 to the Company's Form 8-K dated October 25, 2001. 14 10.16 Purchase and Sale Agreement between Castle Energy Company and Delta Petroleum Corporation dated December 31, 2001. Incorporated by reference from Exhibit 2.1 to the Company's Form 8-K dated January 15, 2002. 10.17 Purchase and Sale Agreement between Delta Petroleum Corporation and Tipperary Oil & Gas Corporation dated May 8, 2002. Incorporated by reference from Exhibit 10.1 to the Company's Form 8-K dated April 30, 2002. 10.18 Credit Agreement dated May 31, 2002 by and among Delta Petroleum Corporation, Delta Exploration Company, Inc., Piper Petroleum Company and Bank of Oklahoma, N.A. Incorporated by reference from Exhibit 10.1 to the Company's Form 8-K dated May 24, 2002. 10.19 First Amendment to Credit Agreement dated June 20, 2003 by and among Delta Petroleum Corporation, Delta Exploration Company, Inc., Piper Petroleum Company and Bank of Oklahoma, N.A. Incorporated by reference from Exhibit 10.3 to the Company's Form 8-K dated June 20, 2003. 10.20 Agreement with Arguello, Inc. Incorporated by reference from Exhibit 10.22 to the Company's Form 10-K for the fiscal year ended June 30, 2003. 10.21 Purchase and Sale Agreement dated as of June 5, 2003 between JAED Production Company, Inc. and Delta Petroleum Corporation. Incorporated by reference from Exhibit 10.1 to the Company's Form 8-K dated June 20, 2003. 10.22 Purchase and Sale Agreement with Edward Mike Davis and Edward Mike Davis, L.L.C. Incorporated by reference from Exhibit 10.1 to the Company's Form 8-K dated September 19, 2003. 10.23 First Amendment to Purchase and Sale Agreement with Edward Mike Davis and Edward Mike Davis, L.L.C. Incorporated by reference from Exhibit 10.2 to the Company's Form 8-K dated September 19, 2003. 10.24 Amended and Restated Credit Agreement dated December 30, 2003, by and among Delta Petroleum Corporation, Delta Exploration Company, Inc., Piper Petroleum Company and Bank of Oklahoma, N.A. Incorporated by reference from Exhibit 10.1 to the Company's Form 10-Q dated December 31, 2003. 10.25 Second Amendment to Purchase and Sale Agreement with Edward Mike Davis and Edward Mike Davis, L.L.C. Incorporated by reference from Exhibit 10.4 to the Company's Form 8-K dated April 23, 2004. 10.26 Purchase and Sale Agreement dated June 10, 2004 with various sellers related to Alpine Resources, Inc. Incorporated by reference from Exhibit 10.1 to the Company's Form 8-K dated June 29, 2004. 15 10.27 Second Amendment of Amended and Restated Credit Agreement dated June 29, 2004 with Bank of Oklahoma, N.A., US Bank National Association and Hibernia National Bank. Incorporated by reference from Exhibit 10.2 to the Company's Form 8-K dated June 29, 2004. 10.28 Amendment No. 1 to Purchase and Sale Agreement dated July 7, 2004 with Edward Mike Davis and entities controlled by him. Incorporated by reference from Exhibit 10.3 to the Company's Form 8-K dated June 29, 2004. 10.29 Third Amendment to Credit Agreement between Delta Petroleum Corporation and the banks named therein, dated June 30, 2005. Incorporated by reference from Exhibit 10.1 to the Company's Form 8-K dated June 29, 2005. 10.30 Delta Petroleum Corporation 2005 New-Hire Equity Incentive Plan. Incorporated by reference from Exhibit 10.1 to the Company's Form 8-K dated June 17, 2005.* 10.31 Amendment No. 1 to Delta Petroleum Corporation 2004 Incentive Plan. Incorporated by reference from Exhibit 10.2 to the Company's Form 8-K dated June 17, 2005.* 10.32 Employment Agreement with Roger A. Parker dated May 5, 2005. Incorporated by reference from Exhibit 10.1 to the Company's Form 8-K dated May 5, 2005.* 10.33 Employment Agreement with Kevin K. Nanke dated May 5, 2005. Incorporated by reference from Exhibit 10.2 to the Company's Form 8-K dated May 5, 2005.* 10.34 Employment Agreement with John R. Wallace dated May 5, 2005. Incorporated by reference from Exhibit 10.2 to the Company's Form 8-K dated May 5, 2005.* 10.35 Change in Control Executive Severance Agreement with Roger A. Parker dated May 5, 2005. Incorporated by reference from Exhibit 10.2 to the Company's Form 8-K dated May 5, 2005.* 10.36 Change in Control Executive Severance Agreement with Kevin K. Nanke dated May 5, 2005. Incorporated by reference from Exhibit 10.2 to the Company's Form 8-K dated May 5, 2005.* 10.37 Change in Control Executive Severance Agreement with John R. Wallace dated May 5, 2005. Incorporated by reference from Exhibit 10.2 to the Company's Form 8-K dated May 5, 2005.* 10.38 Asset Purchase Agreement dated December 15th, 2004, with Manti Resources, Inc., a Texas corporation, Manti Operating Company, a Texas corporation, Manti Caballos Creek, LTD., a Texas limited partnership, Manti Opossum Hollow, LTD., a Texas limited partnership, J&P Oil and Gas, Inc., a Texas corporation, Lara Energy, Inc., a Texas corporation, and SofRoc Fuel Co., a Texas corporation. Incorporated by reference from Exhibit 10.1 to the Company's Form 8-K dated January 21, 2005. 16 10.39 First Amendment to Credit Agreement dated as of January 21, 2005 with JP Morgan Chase Bank, N.A., U.S. Bank N.A., Bank of Oklahoma and Hibernia Bank. Incorporated by reference from Exhibit 10.2 to the Company's Form 8-K dated January 21, 2005. 10.40 Credit Agreement dated November 5, 2004, by and among Delta Petroleum Corporation, Bank One, NA, Bank of Oklahoma, N.A., and U.S. Bank National Association. Incorporated by reference from Exhibit 10.1 to the Company's Form 8-K dated November 5, 2004. 10.41 Fourth Amendment to Purchase and Sale Agreement with Edward Mike Davis, et al. Incorporated by reference from Exhibit 10.1 to the Company's Form 8-K dated November 4, 2004. 10.42 Delta Petroleum Corporation 2004 Incentive Plan. Incorporated by reference from Appendix A to the Company's Definitive Proxy Statement filed on November 22, 2004. 11. Statement Regarding Computation of Per Share Earnings. Not applicable. 12. Statement Regarding Computation of Ratios. Not applicable. 13. Code of Ethics. The Company's Code of Business Conduct and Ethics is posted on the Company's website at www.deltapetro.com. 16. Letter re: change in certifying accountant. Not applicable. 18. Letter re: change in accounting principles. Not applicable. 21. Subsidiaries of the Registrant. Filed electronically with initial filing of this report. 22. Published report regarding matters submitted to vote of security holders. Not applicable. 23. Consents of experts and counsel. 23.1 Consent of KPMG LLP. Filed electronically with initial filing of this report. 23.2 Consent of Ralph E. Davis Associates, Inc. Filed electronically with initial filing of this report. 23.3 Consent of Mannon Associates. Filed electronically with initial filing of this report. 24. Power of attorney. Not applicable. 31. Rule 13a-14(a)/ 15d-14(a) Certifications. 31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith electronically. 31.2 Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith electronically. 17 32. Section 1350 Certifications. 32.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350. Filed herewith electronically. 32.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350. Filed herewith electronically. ____________________ * Management contracts and compensatory plans. 18 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange of Act of 1934, we have caused this Form 10-K/A Amendment No. 2 to be signed on our behalf by the undersigned, thereunto duly authorized, in the City of Denver and State of Colorado on the 17th day of November, 2005. DELTA PETROLEUM CORPORATION By:/s/ Roger A. Parker Roger A. Parker, Chairman, President and Chief Executive Officer By:/s/ Kevin K. Nanke Kevin K. Nanke, Treasurer and Chief Financial Officer 19