SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under Rule 13d-1 of the Securities Exchange Act of 1934

(Amendment No. 13)

Delta Petroleum Corporation

(Name of Issuer)

Common Stock, par value $.01 per share

(Title of Class of Securities)

247907207

(CUSIP Number)

Richard Sobelle, Esq.

Tracinda Corporation

150 South Rodeo Drive, Suite 250

Beverly Hills, CA 90212

(310) 271-0638

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 13, 2009

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ¨

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 247907207

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Tracinda Corporation
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨ (b)  ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) BK
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization Nevada

Number of   Shares   Beneficially   Owned by   Each   Reporting   Person   With	7.    Sole Voting Power         93,797,701
	8.    Shared Voting Power
	9.    Sole Dispositive Power         93,797,701
	10.    Shared Dispositive Power

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 93,797,701
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11) 34.1%*
14.	Type of Reporting Person (See Instructions) CO

* Percentage calculated on the basis of 275,315,138 shares of common stock issued and outstanding as of May 13, 2009, based upon information set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 and in a Form 8-K filed on May 13, 2009.

CUSIP No. 247907207

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only). Kirk Kerkorian
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a)  ¨ (b)  ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) N/A
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or Place of Organization United States

Number of   Shares   Beneficially   Owned by   Each   Reporting   Person   With	7.    Sole Voting Power         93,797,701
	8.    Shared Voting Power
	9.    Sole Dispositive Power         93,797,701
	10.    Shared Dispositive Power

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 93,797,701
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)	¨
13.	Percent of Class Represented by Amount in Row (11) 34.1%*
14.	Type of Reporting Person (See Instructions) IN

* Percentage calculated on the basis of 275,315,138 shares of common stock issued and outstanding as of May 13, 2009, based upon information set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 and in a Form 8-K filed on May 13, 2009.

This Amendment No.13 amends and supplements that certain Schedule 13D filed on February 26, 2008 and previously amended on June 11, 2008, June 19, 2008, July 9, 2008, September 3, 2008, November 7, 2008 , November 14, 2008, November 25, 2008, December 5, 2008, March 3, 2009, March 27, 2009, May 1, 2009 and May 6, 2009 and as amended by those certain Schedule TO-Cs filed on October 31, 2008 and November 7, 2008 with the Securities and Exchange Commission by Tracinda Corporation, a Nevada corporation (“Tracinda”), and Kirk Kerkorian, an individual and the sole shareholder of Tracinda (as so amended, the “Schedule 13D”). Capitalized terms used herein and not otherwise defined in this Amendment No. 13 shall have the meaning set forth in the Schedule 13D. Except as specifically set forth herein, the Schedule 13D remains unmodified.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule 13D is hereby amended to add the following information:

On May 13, 2009, Tracinda purchased 53,333,333 shares of Delta’s Common Stock in an underwritten registered public offering by Delta of 150,000,000 shares of Common Stock for a per share price of $1.50 (the “Offering”). Tracinda used the Credit Agreement to provide the funds (an aggregate of approximately $80 million) to purchase these shares.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended to add the following information:

In connection with the Offering, Tracinda has agreed that it will not sell or otherwise transfer any shares of Common Stock or interests therein, with limited exceptions, during the next 90 days, subject to extension under certain circumstances without the consent of the underwriters in the Offering. A copy of this agreement is filed herewith as Exhibit 14 and incorporated herein by reference.

Pursuant to the terms of the CPR Agreement, Tracinda has requested, as of May 15, 2009, that Delta repurchase the CPRs for a purchase price of $26.0 million. The CPRs entitle Tracinda to receive approximately $27.9 million, of the net proceeds that Delta is expected to receive in connection with its claims, and the claims of its 91.68% subsidiary Amber Resources of Colorado, in the case captioned Amber Resources Co., etal. v. United States, Civ. Act. No. 2-30, filed in the United States Court of Federal Claims on January 2, 2002.

Item 5. Interests in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended to add the following information:

(a)-(b) The following table sets forth information with respect to Delta’s securities beneficially owned by each person or entity named in Item 2 of the Schedule 13D. Mr. Kerkorian has sole voting and investment power with respect to the shares held by the Filing Persons.

Name	Number of Shares	Percent of Outstanding(1)
Tracinda Corporation	93,797,701	34.1	%
Kirk Kerkorian	93,797,701	34.1	%
Anthony L. Mandekic	10,000	*

(1) Percentage calculated on the basis of 275,315,138 shares of common stock issued and outstanding as of May 13, 2009, based upon information set forth in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 and in a Form 8-K filed on May 13, 2009.

 * Less than 1%.

(c) The information contained in Item 3 hereof is incorporated herein by reference. Mr. Mandekic has informed Tracinda that he purchased 10,000 shares of Common Stock in the open market on April 13, 2009 for a purchase price of $1.94 per share.

(d) & (e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The disclosure set forth in Item 4 hereof is incorporated herein by this reference.

Item 7. Material to be Filed as Exhibits.

Exhibit No.	Description
14.	Letter Agreement dated May 5, 2009 from Tracinda Corporation to J.P. Morgan Securities Inc., BMO Capital Markets Corp. and Deutsche Bank Securities Inc., as representatives of the several underwriters in the Offering.

SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

May 14, 2009

TRACINDA CORPORATION
By:	/S/ Anthony L. Mandekic
Anthony L. Mandekic
Secretary/Treasurer
KIRK KERKORIAN
By:	/S/ Anthony L. Mandekic
Anthony L. Mandekic
Attorney-in-Fact *

* Power of Attorney, dated February13, 2008, previously filed as Exhibit 3 to the Schedule 13D.

EX-14

Exhibit 14

LOCK-UP AGREEMENT

May 5, 2009

J.P. MORGAN SECURITIES INC.

BMO CAPITAL MARKETS CORP.

DEUTSCHE BANK SECURITIES INC.

As Representatives of

the several Underwriters listed in

Schedule I to the Underwriting

Agreement referred to below

c/o J.P. Morgan Securities Inc.

277 Park Avenue

New York, NY 10172

Re: Delta Petroleum Corporation – Public Offering

Ladies and Gentlemen:

The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Delta Petroleum Corporation, a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule I to the Underwriting Agreement (the “Underwriters”), of Common Stock, par value $0.01 per share, of the Company (the “Common Stock”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement.

In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Common Stock, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representatives, the undersigned will not, during the period ending 90 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”), (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly (each a “transfer”), any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) and securities which may be issued upon exercise of a stock option or warrant) or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; provided that the undersigned may grant to one or more of its employees, consultants or advisors phantom stock rights, payable solely in cash, with respect to up to 1,000,000 shares of Common Stock in the aggregate, so long as (1) each transferee agrees in writing to be subject to the restrictions set forth herein and (2) the Underwriters have been advised in writing at least one business day prior to the transfer. In addition, the undersigned agrees that, without the prior written consent of the Representatives, it will not, during the period ending 90 days after the date of the Prospectus, make any demand for or exercise any right with

respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Notwithstanding the foregoing, if (1) during the last 17 days of the 90-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90-day period, the restrictions imposed by this Letter Agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event (such 90-day restricted period, so extended, the “Lock-Up Period”).

The restrictions described in the immediately preceding paragraph shall not apply to:

(i) a transfer required by any agreement described on Schedule A attached hereto to which the undersigned is a party or by which the undersigned is bound existing prior to the date hereof; or

(ii) transfers by the undersigned of up to 1,000,000 shares of Common Stock as a bona fide gift, so long as (1) each transferee agrees in writing to be subject to the restrictions set forth herein and (2) the Underwriters have been advised in writing at least one business day prior to the transfer;

In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement.

The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned.

The undersigned understands that, if the Underwriting Agreement does not become effective, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder, the undersigned shall be released from all obligations under this Letter Agreement. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Public Offering in reliance upon this Letter Agreement.

This Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof.

Very truly yours,

TRACINDA CORPORATION

/s/ Anthony Mandekic

Name: Anthony Mandekic

Title: Sec./Treas.

SCHEDULE A

Revolving Credit Facility Letter Agreement, dated April 15, 2008, filed by Tracinda with the Securities and Exchange Commission (“SEC”) on June 11, 2008 as Exhibit 1 to Amendment No. 1 to Schedule 13D relating to Delta (the “Delta 13D”) (incorporated by reference to Exhibit B(1) to Amendment No. 1 to Schedule TO-T relating to the Ford Motor Company (the “Ford TO”) filed with the SEC by Tracinda on May 23, 2008).

Custody Agreement, dated April 15, 2008, filed by Tracinda with the SEC as Exhibit 4 to Amendment No. 1 to the Delta 13D (incorporated by reference to Exhibit (B)(3) to the Ford TO).

First Amendment to Revolving Credit Facility Letter Agreement, dated May 21, 2008, filed by Tracinda with the SEC as Exhibit 5 to Amendment No. 1 to the Delta 13D.

Second Amendment to Revolving Credit Facility Letter Agreement, dated June 16, 2008, filed by Tracinda with the SEC as Exhibit 7 to Amendment No. 2 to the Delta 13D on June 16, 2008.

Amended and Restated Pledge Agreement, dated June 25, 2008, filed by Tracinda with the SEC as Exhibit 8 to Amendment No. 3 to the Delta 13D on July 9, 2008 (incorporated by reference to Exhibit 99.1 to Amendment No. 22 to Schedule 13D relating to MGM MIRAGE filed by Tracinda with the SEC on July 8, 2008.