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

                                  FORM 13F

                            FORM 13F COVER PAGE

Report for the Calendar Year or Quarter Ended: March 31, 2009

Check here if Amendment [  ]; Amendment Number:
This amendment (Check only one.): [ ] is a restatement.
                                  [ ] adds new holdings entries.

Institutional Investment Manager Filing this Report:
Name:     CarVal Investors
Address:  12700 Whitewater Drive, MS 144, MINNETONKA, MN 55343

13 File Number: 28-12737

The institutional investment manager filing this report and the
person by whom it is signed hereby represent that the person
signing the report is authorized to submit it, that all
information contained herein is true, correct, and complete, and
and that it is understood that all required items, statements,
schedules, lists, and tables, are considered integral parts of
this form


Person Signing this Report on Behalf of Reporting Manager:

Name:      BRETT STENBERG
Title:     DIRECTOR, OPERATIONS
Phone:     952-984-3012
Signature, Place and Date of Signing:

      May 14, 2009


Report Type (Check only one.):
[ X]        13F HOLDINGS REPORT.
[  ]        13F NOTICE.
[  ]        13F COMBINATION REPORT.


I AM SIGNING THIS REPORT AS REQUIRED BY THE SECURITIES EXCHANGE
ACT OF 1934

                           FORM 13F SUMMARY PAGE


Report Summary:

Number of Other Included Managers:         0

Form 13F Information Table Entry Total:    4

Form 13F Information Table Value Total:    1913




               
                                                                FORM 13F INFORMATION TABLE
                                                              VALUE   SHARES/ SH/ PUT/ INVSTMT   OTHER        VOTING AUTHORITY
           NAME OF ISSUER        TITLE OF CLASS     CUSIP   x($1000) PRN AMT  PRN CALL DISCRETN MANAGERS   SOLE    SHARED    NONE
  ------------------------------ ---------------- --------- -------- -------- --- ---- -------- --------- -------- -------- --------
D DELTA AIRLINES INC COM STK     COMMON STOCK     247361702      242    42938 SH       SOLE                  42938        0        0
D FOSTER WHEELER LTD  COM STK    COMMON STOCK     H27178104      786    45000 SH       SOLE                  45000        0        0
D PORTLAND GENERAL ELE CTRIC CO  COMMON STOCK     736508847      391    22223 SH       SOLE                  22223        0        0
D RTI INTL METALS INC  COM STK   COMMON STOCK     74973W107      494    42250 SH       SOLE                  42250        0        0
S REPORT SUMMARY                  4 DATA RECORDS                1913        0 OTHER MANAGERS ON WHOSE BEHALF REPORT IS FILED