January 24, 2008 Tracinda Corporation 150 South Rodeo Drive Suite 250 Beverly Hills, California 90212 Attn: Anthony Mandekic Re: Amendment to Company Stock Purchase Agreement Dear Tony:

Exhibit 1.1

January 24, 2008

Tracinda Corporation
000 Xxxxx Xxxxx Xxxxx
Xxxxx 000
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000

Attn: Xxxxxxx Xxxxxxxx

     Re:      Amendment to Company Stock Purchase Agreement

Dear Xxxx:

Pursuant to our discussions and in consideration of your ongoing efforts, we hereby agree to amend the first sentence of Section 2.4(b)(iv) of the Company Stock Purchase Agreement, dated December 29, 2007, by and between us and Tracinda Corporation (the “Agreement”), as follows:

“Purchaser shall be satisfied, in its sole discretion, with the results of its due diligence investigation of the Company; provided, that Purchaser shall notify the Company in writing on or before 5:00 p.m. Mountain Time on February 11, 2008 as to whether it is satisfied with the results of its due diligence investigation.”

The remaining terms and conditions of the Agreement shall remain in full force and effect.

	Very truly yours, DELTA PETROLEUM CORPORATION
	By:	/s/ Xxxxxxx X. Xxxxxxxx
		Xxxxxxx X. Xxxxxxxx
		Executive Vice President and General Counsel

Agreed and Accepted:

TRACINDA CORPORATION

By: /s/ Xxxxxxx Xxxxxxxx   Xxxxxxx Xxxxxxxx Secretary/Treasurer

Tracinda Corporation
January 24, 2008
Page 2 of 2

Cc: Xxxxx Xxxxxxxxxxx, Esq.
Xxxxxx X. Xxxxxx, XX, Esq.
Xxxxxx Xxxxxxxxxx, Esq.