DELTA PETROLEUM CORP/CO
8-K/A, 2000-02-15
CRUDE PETROLEUM & NATURAL GAS
Previous: UTILX CORP, SC 13G, 2000-02-15
Next: DELTA PETROLEUM CORP/CO, NT 10-Q, 2000-02-15






               SECURITIES AND EXCHANGE COMMISSION

                    Washington, D.C.  20549



                           FORM 8-K/A


              Pursuant to Section 13 or 15(d) of
              The Securities Exchange Act of 1934


                        December 1, 1999


                    DELTA PETROLEUM CORPORATION
     (Exact name of registrant as specified in its charter)



Colorado                      0-16203                 84-1060803
(State of                  Commission             (I.R.S. Employer
Incorporation)               File No.              Identification No.)



     Suite 3310
    555 17th Street
    Denver, Colorado                                80202
 (Address of principal executive offices)        (Zip Code)


Registrant's telephone number, including area code: (303)  293-9133

           This  report  on Form 8-K/A amends and  supplements  a
report  on Form 8-K filed by Delta Petroleum Corporation ("Delta"
or  "the  Company")  on December 1, 1999 in connection  with  the
acquisition  of  interests  in  the  offshore  California   Point
Arguello  Unit,  with its three producing platforms  and  related
facilities, and in the adjacent undeveloped Rocky Point Unit from
Whiting Petroleum Corporation ("Whiting Properties").

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBIT.

          (A)  Audited Statement of Oil and Gas Revenue and Direct Lease
          Operating Expenses of the Whiting Properties for the year ended
          June 30, 1999 and the nine month period ended June 30, 1998.

          (B)  Condensed pro forma combined financial statements of Delta
          Petroleum Corporation at September 30, 1999 and for the three
          months then ended, and for the year ended June 30, 1999.

          (C)  Exhibit

             (23.1)    Consent of independent auditors

      Pursuant to the requirements of the Securities and Exchange
Act  of  1934, the Registrant has duly caused this report  to  be
signed on its behalf by the undersigned hereunto duly authorized.


                                  DELTA PETROLEUM CORPORATION
                                  (Registrant)

Date:  February 14, 2000       By:  s/Aleron H. Larson,Jr.
                                   Aleron H. Larson, Jr.
                                   Chairman/C.E.O.


                  INDEPENDENT AUDITORS' REPORT


THE BOARD OF DIRECTORS
WHITING PETROLEUM CORPORATION

     We  have  audited the accompanying statement of oil and  gas
revenue  and  direct  lease operating expenses  of  oil  and  gas
properties  ("the  Whiting  Properties")  of  Whiting   Petroleum
Corporation  ("Whiting") acquired by Delta Petroleum  Corporation
for  the year ended June 30, 1999 and the nine month period ended
June 30, 1998.  This financial statement is the responsibility of
Whiting's  management.   Our  responsibility  is  to  express  an
opinion on this financial statement based on our audits.

      We  conducted  our  audits  in  accordance  with  generally
accepted  auditing standards.  Those standards  require  that  we
plan  and perform the audit to obtain reasonable assurance  about
whether  the  statement of oil and gas revenue and  direct  lease
operating  expenses is free of material misstatement.   An  audit
includes  examining,  on  a test basis, evidence  supporting  the
amounts  and disclosures in the statement of oil and gas  revenue
and  direct  lease  operating expenses.  An audit  also  includes
assessing   the   accounting  principles  used  and   significant
estimates  made by management, as well as evaluating the  overall
financial  statement presentation.  We believe  that  our  audits
provide a reasonable basis for our opinion.

     The accompanying statement of oil and gas revenue and direct
lease  operating  expenses  was  prepared  for  the  purpose   of
complying  with  the rules and regulations of the Securities  and
Exchange   Commission.   Full  historical  financial  statements,
including general and administrative expenses and other  indirect
expenses,  have not been presented as management of  the  Whiting
Properties cannot make a practicable determination of the portion
of  their  general and administrative expenses or other  indirect
expenses which are attributable to the Whiting Properties.

      In  our  opinion, the statement of oil and gas revenue  and
direct  lease  operating  expenses  referred  to  above  presents
fairly,  in  all material respects, the oil and gas  revenue  and
direct  lease  operating expenses of the  Whiting  Properties  as
described in Note 1 for the year ended June 30, 1999 and the nine
month  period  ended June 30, 1998, in conformity with  generally
accepted accounting principles.

                                        KPMG LLP


February 7, 2000
Denver, Colorado



                       WHITING PROPERTIES
                STATEMENT OF OIL AND GAS REVENUE
               AND DIRECT LEASE OPERATING EXPENSES

                              Three                          Nine
                             Months            Year         Months
                             Ended             Ended        Ended
                           September 30,      June 30,      June 30,
                              1999              1999          1998
                          (unaudited)
Operating Revenue
   Sales of condensate     $903,646          3,084,165      3,174,108

Direct Lease Operating
          Expenses           800,776         3,341,406      4,681,593

Net Operating
        Revenue (loss)      $102,870          (257,241)    (1,507,485)

                See accompanying notes to financial statements.

            NOTES TO WHITING PROPERTIES STATEMENT OF
     OIL AND GAS REVENUE AND DIRECT LEASE OPERATING EXPENSES
   FOR THE YEAR ENDED JUNE 30, 1999 AND THE NINE MONTHS ENDED
                          JUNE 30, 1998

1)   PURCHASE   OF   OIL  AND  GAS  PROPERTIES   AND   BASIS   OF
     PRESENTATIONS

      The  accompanying financial statement presents the revenues
and  direct  lease  operating expenses of  certain  oil  and  gas
properties   of  Whiting  Petroleum  Corporation  (the   "Whiting
Properties") for the year ended June 30, 1999 and the nine months
ended June 30, 1998.  The properties consist of working interests
in  the  offshore California Point Arguello Unit, with its  three
producing  platforms and related facilities, and in the  adjacent
undeveloped Rocky Point Unit.

     The accompanying statement of oil and gas revenue and direct
lease  operating expenses of the Whiting Properties was  prepared
to  comply  with certain rules and regulations of the  Securities
and  Exchange  Commission. Full historical  financial  statements
including  general and administrative expenses, depreciation  and
amortization and other indirect expenses, have not been presented
as management of the Whiting Properties cannot make a practicable
determination  of the portion of their general and administrative
expenses or other indirect expenses which are attributable to the
Whiting  Properties.  Accordingly these financial statements  are
not  indicative  of  the  operating results,  subsequent  to  the
acquisition.

     Revenue in the accompanying statement of oil and gas revenue
and  direct lease operating expenses is recognized on  the  sales
method.

      Direct  operating expenses are recognized  on  the  accrual
basis  and  consist  of all costs incurred in producing,  in  the
property  and distributing products produced by the  property  as
well  as  production  taxes and monthly  administrative  overhead
costs.

2)   SUPPLEMENTAL   FINANCIAL  DATA  -OIL   AND   GAS   PRODUCING
     ACTIVITIES (UNAUDITED)

      The  following unaudited information has been  prepared  in
accordance  with Statement of Financial Accounting Standards  No.
69, DISCLOSURE ABOUT OIL AND GAS PRODUCING ACTIVITIES (SFAS 69).

     A)   ESTIMATED PROVED OIL AND GAS RESERVES

      Proved oil and gas reserves are the estimated quantities of
crude  oil, natural gas, and natural gas liquids which geological
and engineering data demonstrate with reasonable certainty to  be
recoverable in future years from known reservoirs under  existing
economic and operating conditions, i.e., prices and costs  as  of
the  date the estimate is made.  Prices include consideration  of
changes   in   existing  prices  provided  only  by   contractual
arrangements,   but   not  on  escalations  based   upon   future
conditions.

    (i)    Reservoirs   are   considered   proved   if   economic
    producibility  is  supported by either actual  production  or
    conclusive   formation  test.   The  area  of   a   reservoir
    considered  proved  includes (A) that portion  delineated  by
    drilling  and  defined by gas-oil and/or oil-water  contacts,
    if  any;  and (B) the immediately adjoining portions not  yet
    drilled,  but  which can be reasonably judged as economically
    productive   on   the  basis  of  available  geological   and
    engineering  data.   In the absence of information  on  fluid
    contacts,   the   lowest  known  structural   occurrence   of
    hydrocarbons   controls  the  lower  proved  limit   of   the
    reservoir.

    (ii)   Reserves  which  can be produced economically  through
    application  of improved recovery techniques (such  as  fluid
    injection)  are included in the "proved" classification  when
    successful  testing by a pilot project, or the  operation  of
    an  installed program in the reservoir, provides support  for
    the  engineering analysis on which the project or program was
    based.

    (iii)   Estimates  of  proved reserves  do  not  include  the
    following:  (A)  oil  that may become  available  from  known
    reservoirs   but  is  classified  separately  as   "indicated
    additional  reserves";  (B)  crude  oil,  natural  gas,   and
    natural  gas  liquids, the recovery of which  is  subject  to
    reasonable  doubt  because  of  uncertainty  as  to  geology,
    reservoir  characteristics, or economic  factors;  (C)  crude
    oil, natural gas, and natural gas liquids, that may occur  in
    underlaid  prospects;  and (D) crude oil,  natural  gas,  and
    natural  gas liquids, that may be recovered from oil  shales,
    coal, gilsonite and other such sources.

      Proved  undeveloped oil and gas reserves are reserves  that
are expected to be recovered from new wells on undrilled acreage,
or  from  existing wells where a relatively major expenditure  is
required  for recompletion.  Reserves on undrilled acreage  shall
be  limited  to those drilling units offsetting productive  units
that  are reasonably certain of production when drilled.   Proved
reserves  for other undrilled units can be claimed only where  it
can  be  demonstrated with certainty that there is continuity  of
production  from  the  existing productive formation.   Under  no
circumstances should estimates for proved undeveloped reserves be
attributable  to  any acreage for which an application  of  fluid
injection  or  other improved recovery technique is contemplated,
unless such techniques have been proved effective by actual tests
in the area and in the same reservoir.

      An  estimate of proved future net recoverable oil  and  gas
reserves  of the Whiting Properties and changes therein  follows.
Such  estimates are inherently imprecise and may  be  subject  to
substantial revisions.

                                                  Oil and
                                                 Condensate
                                                  (Bbls)

               Balance at October 1, 1997        2,482,079
               Production                         (346,134)
               Balance at June 30, 1998          2,135,945
               Production                         (412,002)
               Balance at June 30, 1999          1,723,943
               Proved developed:
               October 1, 1997                   1,554,957
               June 30, 1998                     1,208,823
               June 30, 1999                       796,821


     B)   STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH
FLOWS

     The standard measure of discounted future net cash flows has
been calculated in accordance with the provisions of SFAS No. 69.

      Future  oil  and  gas sales and production and  development
costs have been estimated using prices and costs in effect at the
end  of the years indicated.  Future income tax expenses have not
been  considered, as the properties are not a tax paying  entity.
Future general and administrative and interest expenses have also
not been considered.

      Changes  in the demand for oil and natural gas,  inflation,
and  other  factors make such estimates inherently imprecise  and
subject  to  substantial  revision.  This  table  should  not  be
construed  to be an estimate of the current market value  of  the
proved  reserves.  The standardized measure of discounted  future
net cash flows as of June 30, 1999 is as follows:

                                                          1999

        Future oil and gas sales                      $19,842,595
        Future production and development costs       (13,330,199)
        Future net revenue                              6,512,396
        10% annual discount for estimated
            timing of cash flows                       (1,479,049)
        Standardized measure of discounted
            future net cash flows                     $ 5,033,347

    As of June 30, 1998 the standardized measure of discounted
 future net cash flows was zero due to the oil and gas prices
 prevailing at July 1, 1998.

      C)    CHANGES IN STANDARDIZED MEASURE OF DISCOUNTED  FUTURE
NET CASH FLOWS RELATING TO PROVED OIL AND GAS RESERVES

     An analysis of the changes in the total standardized measure
of  discounted future net cash flows during each of the last year
is as follows:

                                                               1999
     Beginning of year                                    $      -
     Changes resulting from:
        Sales of oil and gas, net of production costs         257,241
        Changes in prices and other                         4,776,106
     End of year                                           $5,033,347

      As  of June 30, 1998 the standardized measure of discounted
future  net  cash flows was zero due to the oil  and  gas  prices
prevailing  at  July  1,  1998.   The  standardized  measure   of
discounted future net cash flows utilize the providing oil prices
at  the measurement dates of $11.51, $5.85 and $8.74 for the June
30, 1999, 1998 and 1997, respectively.

                   DELTA PETROLEUM CORPORATION
        CONDENSED PRO FORMA COMBINED FINANCIAL STATEMENTS


     On December 1, 1999, Delta Petroleum Corporation ("Delta" or
"the  Company")  purchased interests in the  offshore  California
Point  Arguello  Unit,  with its three  producing  platforms  and
related  facilities, and in the adjacent undeveloped Rocky  Point
Unit  from  Whiting  Petroleum Corporation  ("Whiting  Properties
Offshore")  for  a  purchase price of approximately    $6,758,550
consisting  of  $5,625,000 in cash and the  issuance  of  500,000
shares of the Company's common stock with a fair market value  of
$1,133,550.   The  acquisition was financed through  a  borrowing
from  an unrelated entity at an interest rate of prime plus  1.5%
per  annum  and the issuance of 250,000 options to  purchase  the
Company's common stock at $2 per share.

      On  November  1,  1999,  Delta purchased  interests  in  11
producing  wells and associated acreage in New Mexico  and  Texas
from Whiting Petroleum Corporation ("Whiting Properties Onshore")
for a purchase price of approximately $2,880,000 financed through
borrowings  from an unrelated entity at an interest rate  of  18%
per annum.

      Both  the  December 1, 1999 and November 1,  1999  combined
acquisitions from Whiting Petroleum Corporation are  referred  as
("Whiting Properties").

     The following unaudited condensed pro forma combined balance
sheet  assumes  that  the acquisition of the  Whiting  Properties
occurred  on  September  30,  1999 and  reflects  the  historical
consolidated  balance sheet of Delta giving pro forma  effect  to
the  transactions using the purchase method of  accounting.   The
unaudited  condensed pro forma combined balance sheet  should  be
read  in  conjunction with the historical statements and  related
notes of the Company.

       The  following  unaudited  condensed  pro  forma  combined
statement of operations for the three months ended September  30,
1999 and for the year ended June 30, 1999 assumes the acquisition
of  the  Whiting Properties occurred on July 1, 1998.  No general
and administrative or other indirect costs related to the Whiting
Properties have been reflected in the historical results  of  the
Whiting  Properties  nor  have they been  reflected  in  proforma
adjustments as it is not practical to allocate such costs for the
historical  statements  or  estimate  such  costs  for   proforma
purposes.    The  pro  forma  results  of  operations   are   not
necessarily  indicative of the results of operations  that  would
actually have been attained if the transaction had occurred as of
this  date.  These statements should be read in conjunction  with
the  historical  financial statements and related  notes  of  the
Company  and  the  Statement of Oil and Gas  Revenue  and  Direct
Operating Expenses of the Whiting Properties included herein.



DELTA PETROLEUM CORPORATION
Unaudited Condensed Pro Forma Combined Balance Sheet
As of September 30, 1999
<TABLE>
                                                           Whiting         Whiting
                                                           Petroleum -     Petroleum -
                                                           Onshore         Offshore
                                                           Pro Forma       Pro Forma
                                           Delta           Adjustments      Adjustments       Pro Forma
                                          Historical        (Note B)         (Note B)          Delta

<S>                                    <C>                <C>              <C>              <C>
Current Assets:
  Cash                                 $     39,560                                            39,560
  Trade accounts receivable                 257,171                                           257,171
  Other current assets                       10,900                          57,800(3)         68,700
      Total current assets                  307,631            -             57,800           365,431

Property and Equipment:
  Oil and gas properties,
    at cost, using
    the successful efforts
     method of accounting                10,861,712          2,880,000(1)    5,558,550(1)   19,300,262

  Less accumulated depreciation
    and depletion                        (1,684,862)                                        (1,684,862)
      Net property and equipment          9,176,850          2,880,000       5,558,550      17,615,400

Long term assets:
  Other long term assets                    257,338                            202,400(3)    1,459,738
                                                                             1,200,000(1)
  Deposit on purchase of oil
    and gas properties                    3,919,800                         (3,919,800)(1)        -
      Total long term assets              4,177,138                  -      (2,517,400)      1,659,738

                                       $ 13,661,619          2,880,000       3,098,950      19,640,569

Current  Liabilities:
  Accounts payable                     $    410,584                                            410,584
  Other accrued liabilities                 208,964                                            208,964
  Current portion of long-term debt         360,425          2,880,000(1)   (1,215,000)(2)   2,025,425
      Total current liabilities             979,973          2,880,000      (1,215,000)      2,644,973

Long-term debt                            2,679,575                          8,000,000(2)    6,519,575
                                                                            (4,160,000)(2)
                                          2,679,575                  -       3,840,000       6,519,575
Stockholders' Equity:
  Preferred stock, $.10 par value             -                                                           -
  Common stock, $.01 par value               66,539                              1,000(1)       67,539
  Additional paid-in capital             30,190,800                            260,200(3)   30,663,750
                                                                               212,750(1)
  Accumulated other comprehensive loss     (148,332)                                           (148,332)
  Accumulated deficit                   (20,106,936)                                        (20,106,936)

      Total stockholders' equity         10,002,071                  -         473,950       10,476,021


                                       $ 13,661,619          2,880,000       3,098,950       19,640,569
</TABLE>

 See accompanying notes to condensed pro forma combined financial statements.




DELTA PETROLEUM CORPORATION
Unaudited Condensed Pro Forma Combined Statement of Operations
Three Months Ended September 30, 1999
<TABLE>
                                                                          Whiting         Whiting
                                                                          Properties      Properties
                                                                           Onshore        Offshore
                                                  Whiting      Whiting     Pro Forma      Pro Forma
                                     Delta       Properties   Properties  Adjustments     Adjustments   Pro Forma
                                   Historical      Onshore     Offshore    (Note C)       (Note C)       Delta

Revenue:
<S>                              <C>             <C>          <C>         <C>             <C>           <C>
  Oil and gas sales,
    including plant products     $  116,540       254,932      903,646         -               -         1,275,118
  Other revenue                      30,288            -          -            -               -            30,288

    Total revenue                   146,828       254,932      903,646         -               -         1,305,406


Operating expenses:
  Lease operating expenses          39,147         66,339      800,776                                     906,262
  Depreciation and depletion        34,634             -          -           64,224(1)     218,200(1)     317,058
  Exploration expenses                  45             -          -                                            415
  Abandoned and impaired
    properties                       1,114             -          -                                          1,114
  General and administrative       380,083             -          -                                        380,083
  Stock option expense             109,986             -          -                                        109,986

    Total operating expenses       565,379         66,339      800,776        64,224        218,200       1,714,918

Income (loss) from operations     (418,551)       188,593      102,870       (64,224)      (218,200)       (409,512)

Other income and expenses:
  Interest expense                (107,475)          -            -         (129,600)(2)   (190,000)(2)    (427,075)
  Financing expense                    -             -            -                         (14,450)(3)     (14,450)
  Loss on sale of securities
     available for sale             (2,551)          -            -                                          (2,551)

    Total other income and
       expenses                   (110,026)          -            -         (129,600)      (204,450)        (444,076)

    Net income (loss)           $ (528,577)      188,593      102,870       (193,824)      (422,650)        (853,588)

Basic and diluted loss
    per common share            $    (0.08)                                                   (0.13)

Weighted average number
 of common shares outstanding    6,574,445                                                  100,000        6,674,445
</TABLE>


See accompanying notes to condensed pro forma combined financial statements.

DELTA PETROLEUM CORPORATION
Unaudited Condensed Pro Forma Combined Statement of Operations
Year Ended June 30, 1999
<TABLE>

                                                                             Whiting        Whiting
                                                                             Properties     Properties
                                                                             Onshore        Offshore
                                                 Whiting      Whiting       Pro Forma       Pro Forma
                                    Delta       Properties   Properties     Adjustments     Adjustments     Pro Forma
                                  Historical     Onshore      Offshore      (Note C)        (Note C)        Delta

Revenue:
<S>                              <C>            <C>          <C>            <C>             <C>            <C>
  Oil and gas sales,
     including plant products    $  557,503      772,621     3,084,165                                       4,414,289
  Gain on sale of oil and
     gas properties                 957,147         -            -                                             957,147
  Other revenue                     203,001         -            -                                             203,001

    Total revenue                 1,717,651      772,621     3,084,165            -              -           5,574,437


Operating expenses:
  Lease operating expenses          209,438      250,373     3,341,406                                       3,801,217
  Depreciation and depletion        229,292        -            -             243,936(1)     795,700(1)      1,268,928
  Exploration expenses               74,670        -            -                                               74,670
  Abandoned and impaired
     properties                     273,041        -            -                                              273,041
  Dry hole costs                    226,084        -            -                                              226,084
  General and administrative      1,506,683        -            -                                            1,506,683
  Stock option expense            2,080,923        -            -                                            2,080,923

    Total operating expenses      4,600,131      250,373     3,341,406        243,936         795,700        9,231,546

Income (loss) from operations    (2,882,480)     522,248      (257,241)      (243,936)       (795,700)      (3,657,109)

Other income and expenses:
  Interest expense                  (19,726)        -             -          (518,400)(2)    (760,000)(2)   (1,298,126)
  Financing expense                    -            -             -                           (57,800)(3)      (57,800)
  Loss on sale of securities
     available for sale             (96,553)        -             -                                            (96,553)

    Total other income and
     expenses                      (116,279)        -             -          (518,400)       (817,800)      (1,452,479)

    Net income (loss)          $ (2,998,759)     522,248      (257,241)      (762,336)     (1,613,500)      (5,109,588)


Basic and diluted loss
   per common share              $    (0.51)                                                                     (0.84)

Weighted average number
  of common shares outstanding    5,854,758                                                   200,000        6,054,758
</TABLE>


See accompanying notes to condensed pro forma combined financial statements.



              NOTES TO CONDENSED PRO FORMA COMBINED
       FINANCIAL STATEMENTS SEPTEMBER 30, 1999 (UNAUDITED)


     A)   BASIS OF PRESENTATION

      The  accompanying  unaudited condensed pro  forma  combined
balance sheet assumes that both the December 1, 1999 and November
1,  1999 combined acquisitions from Whiting Petroleum Corporation
are  referred as ("Whiting Properties") occurred on September 30,
1999  and  reflects the historical consolidated balance sheet  of
Delta  at  that  date giving pro forma effect to the  transaction
using the purchase method of accounting.  The unaudited condensed
pro  forma  combined balance sheet should be read in  conjunction
with the historical statements and related notes of Delta.

      The  accompanying  unaudited condensed pro  forma  combined
statements of operations for the three months ended September 30,
1999  and  for  the  year ended June 30,  1999  assume  that  the
acquisition  of the Whiting Properties occurred  as  of  July  1,
1998.   No  general  and administrative or other  indirect  costs
related  to  the  Whiting Properties have been reflected  in  the
historical results of the Whiting Properties nor have  they  been
reflected  in  proforma adjustments as it  is  not  practical  to
allocate  such  costs for the historical statements  or  estimate
such  costs  for  proforma purposes.  The pro  forma  results  of
operations  are  not necessarily indicative  of  the  results  of
operations   that  would  actual  have  been  attained   if   the
transactions  had  occurred as of this  date.   These  statements
should  be  read  in  conjunction with the  historical  financial
statements  and  related  notes of Delta  and  the  Statement  of
Revenue  and Direct Operating Expenses of the Whiting  Properties
included herein.

     B)   ACQUISITION OF WHITING PROPERTIES - BALANCE SHEET

       On  December 1, 1999, Delta Petroleum Corporation ("Delta"
or  "the Company") purchased interests in the offshore California
Point  Arguello  Unit,  with its three  producing  platforms  and
related  facilities, and in the adjacent undeveloped Rocky  Point
Unit  from  Whiting  Petroleum Corporation  ("Whiting  Properties
Offshore")  for  a  purchase  price of  approximately  $6,758,550
consisting  of  $5,625,00  in cash and the  issuance  of  500,000
shares of the Company's common stock with a fair market value  of
$1,133,550.  The acquisition was financed through borrowings from
an  unrelated entity at an interest rate of prime plus  1.5%  per
annum  and  the  issuance  of 250,000  options  to  purchase  the
Company's common stock at $2 per share.

      On  November  1,  1999,  Delta purchased  interests  in  11
producing  wells and associated acreage in New Mexico  and  Texas
from Whiting Petroleum Corporation ("Whiting Properties Onshore")
for a purchase price of approximately $2,880,000 financed through
borrowings  from an unrelated entity at an interest rate  of  18%
per annum.

        The  accompanying historical balance sheet  of  Delta  at
September 30, 1999 has been adjusted to record the purchase price
of the Whiting Properties as follows:

       Offshore:

          (1)  To record the assets acquired relating to the Whiting
          Offshore Properties as follows:

                 Cash consideration                   $5,625,000
                 Issuance of equity securities         1,133,550
                 Total Purchase Price                 $6,758,550

              The purchase price has been allocated as follows:

                 Oil and gas properties              $5,558,550
                 Other long term assets               1,000,000
                 Deferred finance fee                   200,000
                                                     $6,758,550

      Other long term assets represent the companies interest  in
the   net  working  capital  positions  of  various  partnerships
operated the Point Arguello property.

          (2)  Pursuant to the purchase of the Whiting offshore properties,
          the Company borrowed $8,000,000 to finance the acquisition and
          consolidate previously outstanding debt.  Loan proceeds were used
          as follows:

            Final installment for the purchase
                 Of offshore properties             $2,625,000
                 Repayment of existing debt
                     Obligations                     5,375,000
                                                     $8,000,000

          (3)  To  record  deferred financing costs  relating  to
          operations to purchase 250,000 shares of the  Company's
          common   stock  at  $2.00  per  share  issued  to   the
          financier.

       Onshore:

          (1)  To record the assets acquired relating to the Whiting
              Properties and the related short term financing.

     C)   ACQUISITION OF WHITING PROPERTIES - STATEMENT OF
          OPERATIONS

      The accompanying condensed pro forma combined statement  of
operations for the three months ended September 30, 1999 and  for
the  year  ended June 30, 1999 have been adjusted to include  the
historical  revenue and direct lease operating  expenses  of  the
Whiting Properties.

     In addition, the following adjustments have been made to the
accompanying condensed pro forma combined statement of operations
for  the  three months ended September 30, 1999 and for the  year
ended June 30, 1999:

       Offshore:

           (1)  To adjust depletion expense to reflect the pro forma
           depletion rate giving effect to the acquisition of the Whiting
           properties.

           (2)  To record interest expense for interest associated with the
           debt incurred in connection with the Whiting Properties.  Assumed
           interest rate is 9.5%, being a current prime rate plus 1-1/2%.  A
           one-eighth change in interest rate would have a $71,250 annual
           impact on interest expense.

           (3)  To  record  amortization  of  deferred  financing
           relating  to  the  250,000  options  to  purchase  the
           Company's common stock at $2.00 per share.

       Onshore:

         (1)  To adjust depletion expense to reflect the pro forma
              depletion rate giving effect to the acquisition of the Whiting
              Properties.

         (2)  To record interest expense for interest associated with the
              debt incurred in connection with the Whiting Properties.
              Assumed interest rate is 18%.

      No  effect of general and administrative expense  has  been
proformed as management is unable to estimate the impact  of  any
potential  increases in general and administrative expenses.   In
addition,  no income tax effects of the proforma adjustment  have
been  reflected due to Delta's net operating loss  carry  forward
position and related income tax valuation allowance.


                          INDEX TO EXHIBITS

(1)  Underwriting Agreement.  Not applicable.

(2)  Plan    of    Acquisition,   Reorganization,    Arrangement,
     Liquidation or Succession.  Not applicable.

(3)  (i)  Articles of Incorporation. Not applicable.
     (ii) Bylaws. Not applicable.

(4)  Instruments   Defining  the  Rights  of  Security   Holders,
     including Indentures.  Not applicable.

(5)  Opinion: re: Legality.  Not applicable.

(6)  Opinion: Discount on Capital Shares.  Not applicable.

(7)  Opinion: re: Liquidation Preference. Not Applicable.

(8)  Opinion: re: Tax Matters.  Not Applicable.

(9)  Voting Trust Agreement.  Not Applicable.

(10) Material Contracts. Not Applicable.

(11) Statement re: Computation of Per Share Earnings.
      Not Applicable.

(12) Statement re: Computation of Ratios.  Not Applicable.

(13) Annual Report to Security Holders, etc. Not Applicable.

(14) Material Foreign Patents.  Not Applicable.

(15) Letter re: Unaudited Interim Financial Information.
     Not Applicable.

(16) Letter re: Change in Certifying Accountant.
     Not applicable.

(17) Letter re: Director Resignation.  Not applicable.

(18) Letter re: Change in Accounting Principles.  Not Applicable.

(19) Report Furnished to Security Holders.  Not Applicable.

(20) Other  Documents  or Statements to Security  Holders.    Not
     applicable.

(21) Subsidiaries of the Registrant.  Not Applicable.

(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

(24) Power of Attorney. Not applicable.

(25) Statement of Eligibility of Trustee.  Not Applicable.

(26) Invitations for Competitive Bids.  Not Applicable.

(27) Financial Data Schedule.  Not Applicable.

(99) Additional Exhibits. Not Applicable.









                 Consent of Independent Auditors



        We  consent to the inclusion of our report dated December
29,  1999  in  Form  8-K/A  of  Delta Petroleum  Corporation  and
incorporation by reference in the registration statement No.  33-
87106  and  33-91452  Form  S-8  of Delta  Petroleum  Corporation
relating to the Statement of Oil and Gas Revenue and Direct lease
operating expenses of oil and gas properties of Whiting Petroleum
Corporation acquired by Delta Petroleum Corporation for the  year
ended  June  30, 1999 and nine month period ended June  30,  1998
which  report  appears  in  the Form  8-K/A  of  Delta  Petroleum
Corporation dated February 7, 2000.


                                            KPMG LLP


Denver, Colorado
February 14, 2000




© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission