CONFORMED COPY


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


  ANNUAL REPORT PURSUANT TO SECTION 13 or 15 (d) OF
  THE SECURITIES EXCHANGE ACT OF 1934
  For the fiscal year ended December 31, 1996

  Commission File Number  033-70568

  Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange 
  Act of 1934 for the transaction period from                 to               

                       PDC 1994-D LIMITED PARTNERSHIP                          
               (Exact name of registrant as specified in its charter)



    West Virginia                                             55-0737400       
(State or other jurisdiction of                       (I.R.S. Employer 
incorporation or organization)                        Identification No.)



103 East Main Street, Bridgeport, West Virginia  26330       
(Address of principal executive offices)     (zip code)     

Registrant's telephone number, including area code           (304) 842-3597  

                                                           
       SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:  NONE

         SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: 

                   General and Limited Partnership Interests
                               (Title of class)

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 and (2) has been subject to such filing requirements for
the past 90 days.   Yes  X    No     

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will 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.  [  ]

<PAGE>
                                  PART I

ITEM 1.  BUSINESS.

General

    PDC 1994-D Limited Partnership ("the Partnership") is a limited
partnership formed on December 30, 1994 pursuant to the West Virginia
Uniform Limited Partnership Act.  Petroleum Development Corporation ("PDC")
serves as Managing General Partner of the Partnership.

    Since the commencement of operations on December 30, 1994, the
Partnership has been engaged in onshore, domestic gas exploration
exclusively in the northern Appalachian Basin.  A total of 9 limited
partners contributed initial capital of $90,000; a total of 519 additional
general partners contributed initial capital of $7,458,761; and PDC
(Managing General Partner) contributed $1,651,292 in capital as a
participant in accordance with contribution provisions of the Limited
Partnership Agreement (the Agreement).

    Under the terms of the Agreement, the allocation of revenues is as
follows:

                                          Allocation
                                         of Revenues
          Additional General and
            Limited Partners                  80%   

          Managing General Partner            20%   

    Operating and direct costs are allocated and charged to the additional
general and limited partners and the Managing General Partner in the same
percentages as revenues are allocated.  Leasehold, drilling and completion
costs, and equipment costs are borne 80% by the additional general and
limited partners and 20% by the Managing General Partner.

Employees

    The Partnership has no employees, however, PDC has approximately 72
employees which include a staff of geologists, petroleum engineers, landmen
and accounting personnel who administer all of the partnership's operations.

Plan of Operations

    The Partnership participated in the drilling of 43 gross wells and will
continue to operate and produce its 39 gross productive wells.  The
Partnership does not have unexpended initial capital and no additional
drilling activity is planned.

    See Item 2 herein for information concerning the Partnership's gas
wells.

Markets for Oil and Gas

    The availability of a market for any oil and gas produced from the
operations of the Partnership will depend upon a number of factors beyond
the control of the Partnership which cannot be accurately predicted.  These
factors include the proximity of the Partnership wells to and the capacity
of natural gas pipelines, the availability and price of competitive fuels,
fluctuations in seasonal supply and demand, and government regulation of
supply and demand created by its pricing and allocation restrictions. 
Oversupplies of gas can be expected to occur from time to time and may
result in the Partnership's wells being shut-in or curtailed.  Increased
imports of oil and natural gas have occurred and are expected to continue. 
The effects of such imports could adversely impact the market for domestic
oil and natural gas.

Competition

    The Partnership competes in marketing its gas with numerous companies
and individuals, many of which have financial resources, staffs and
facilities substantially greater than those of the Partnership or Petroleum
Development Corporation. 

                                     2
<PAGE>
State Regulations

    State regulatory authorities have established rules and regulations
requiring permits for well operations, reclamation bonds and reports
concerning operations.  States also have statutes and regulations concerning
the spacing of wells, environmental matters and conservation, and have
established regulations concerning the unitization and pooling of oil and
gas properties and maximum rates of production from oil and gas wells.  The
Partnership believes it has complied in all material respects with
applicable state regulations.

Federal Regulations

    Regulation of Liquid Hydrocarbons.  Liquid hydrocarbons (including crude
oil and natural gas liquids) were subject to federal price and allocation
controls until January 1981 when controls were effectively eliminated by
executive order of the President.  As a result, to the extent the
Partnership sells oil produced from its properties, those sales are at
unregulated market prices.

    Although it appears unlikely under present circumstances that controls
will be reimposed upon liquid hydrocarbons, it is possible Congress may
enact such legislation at a future date.  The impact of such legislation on
the Partnership would be minimal since the partnership expects to sell only
small quantities of liquid hydrocarbons, if any.

    Natural Gas Regulation.  Sale of natural gas by the Partnership is
subject to regulation of production, transportation and pricing by
governmental regulatory agencies.  Generally, the regulatory agency in the
state where a producing well is located regulates production activities and,
in addition, the transportation of gas sold intrastate.  The Federal Energy
Regulatory Commission (FERC) regulates the operation and cost of interstate
pipeline operators who transport gas.  Currently the price of gas to be sold
by the Partnership is not regulated by any state or federal agency.

    The FERC has adopted major changes in certain of its regulations and
continues to make additional changes that will significantly affect future
transportation and marketing of natural gas.

    The Partnership is uncertain how the recent or proposed regulations will
affect the marketing of its gas because it is unable to predict how all
interstate pipelines that receive its gas will respond to such rulemakings.

    Proposed Regulation.  Numerous proposals concerning energy are being
considered by the United States Congress, various state legislatures and
regulatory agencies.  The possible outcome and effect of these proposals
cannot be accurately predicted.

    Environmental and Safety Regulation.  The Partnership believes that it
complies, in all material respects, with all legislation and regulations
affecting its operations in the drilling and production of oil and gas wells
and the discharge of wastes.  To date, compliance with such provisions and
regulations has not had a material effect upon the Partnership's
expenditures for capital equipment, its operations or its competitive
position.  The cost of such compliance is not anticipated to be material in
the future.

ITEM 2.  PROPERTIES.

Drilling Activity

    The following table sets forth the results of drilling activity from
December 30, 1994 (date of inception) to  March 15, 1997, of the Partnership
which was conducted in the Continental United States.

                                         Development Wells             
                                 Gross                    Net           
                        Productive  Dry Total   Productive  Dry    Total
Period Ended
 March 15, 1997. . .       39        4   43        35.42    3.99    39.41

      The Partnership has not participated in any exploratory wells.  No 
additional drilling activity is planned.
                                          3<PAGE>
Productive Wells

      The following table summarizes the Partnership's total gross and net
interests in productive wells at March 15, 1997.
<TABLE>
<S>                  <S>               <S>           <S>                   <S>

                                Productive Gas Wells

Well Name           County           State           Gross               Net
Pond Fork #121      Boone             WV               1                 .9225
Vandevender #2      Taylor            WV               1                 .9975
Vandevender #3      Taylor            WV               1                 .9975
Mitchell #261       Clearfield        PA               1                 .7475
Vandevender #4      Taylor            WV               1                 .9975
Mitchell #272       Clearfield        PA               1                 .7475
Irvin #258          Clearfield        PA               1                 .7475
Veltri #1, A.       Taylor            WV               1                 .9975
Kaufman #221        Clearfield        PA               1                 .7475
Graham #217         Clearfield        PA               1                 .7475
Berwind #1804       McDowell          WV               1                 .9645
Smith #1, J.        Barbour           WV               1                 .9975
Stout #2, J.        Doddridge         WV               1                 .9975
Mitchell #266       Clearfield        PA               1                 .7475
Berwind #1803       McDowell          WV               1                 .9645
Vandevender #5      Taylor            WV               1                 .9975
Berwind #1808       McDowell          WV               1                 .9645
Mitchell #265       Clearfield        PA               1                 .7475
Berwind #1801       McDowell          WV               1                 .9645
Willis #2, F.       Taylor            WV               1                 .9975
Winters #3, S.      Washington        OH               1                 .9975
Bumgardner #1       Harrison          WV               1                 .9975
Ware #1, J.         Barbour           WV               1                 .9975
Berwind #1802       McDowell          WV               1                 .9645
Price #1            Clearfield        PA               1                 .7475
McDaniel #1         Taylor            WV               1                 .9975
Berwind #1806       McDowell          WV               1                 .9645
Graham #229         Clearfield        PA               1                 .7475
Zinn #2, J.         Taylor            WV               1                 .9975
Winters #4          Washington        OH               1                 .9975
Berwind #1807       McDowell          WV               1                 .9645
Graham #231         Clearfield        PA               1                 .7475
Mangelo #2          Taylor            WV               1                 .9975
Zirkle #1, W.       Barbour           WV               1                 .9975
Thompson Land #5    Clay              WV               1                 .9975
Compton #2          Taylor            WV               1                 .9975
Zinn #4             Taylor            WV               1                 .9975
Ware #2A, J.        Barbour           WV               1                 .9975
Berwind #1819       McDowell          WV               1                 .3200
                                                      39               35.4200
</TABLE>
    A "productive well" is a well producing, or capable of producing, oil
and gas in commercial quantities.  For purposes of the above table, a "gross
well" is one in which the Partnership has a working interest and a "net
well" is a gross well multiplied by the Partnership's working interest to
which it is entitled under its drilling agreement.

Title to Properties

    The Partnership's interests in producing acreage are in the form of
assigned direct interests in leases.  Such properties are subject to
customary royalty interests generally contracted for in connection with the
acquisition of properties and could be subject to liens incident to
operating agreements, liens for current taxes and other burdens.  The
Partnership believes that none of these burdens materially interfere with
the use of such properties in the operation of the Partnership's business.

    As is customary in the oil and gas industry, little or no investigation
of title is made at the time of acquisition of undeveloped properties (other
than a preliminary review of local mineral records).  Investigations are
generally made, including in most cases receiving a title opinion of legal
counsel, before commencement of drilling
operations.  A thorough examination of title has been made with respect to
all of the Partnership's producing properties and the Partnership believes
that it has generally satisfactory title to such properties.
                                     4<PAGE>
ITEM 3.  LEGAL PROCEEDINGS.

    The Managing General Partner as driller/operator is not party to any
legal action that would materially affect the Managing General Partner's or
Partnership's operations or financial statements. 

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

    No matters were submitted to a vote of the security holders of the
Partnership for the period from December 30, 1994 (date of inception) to
December 31, 1996.

                                  PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND SECURITY HOLDER
MATTERS.

    At December 31, 1996, PDC 1994-D Limited Partnership had one Managing
General Partner, 9 Limited Partners who fully paid for 4.50 units at $20,000
per unit of limited partnership interests and a total of 519 Additional
General Partners who fully paid for 372.938 units at $20,000 per unit of
additional general partnership interests.  No established public trading
market exists for the interests.

    Limited and additional general partnership interests are transferable,
however no assignee of an interest in the Partnership can become a
substituted partner without the written consent of the transferor and the
Managing General Partner.

ITEM 6.  SELECTED FINANCIAL DATA.

    The selected financial data presented below has been derived from
audited financial statements of the Partnership appearing elsewhere herein.
<TABLE>
<S>                                                  <S>            <S>         <S>  

                                                       Periods ended December 31,      
                                                     1996         1995         1994    


Oil and Gas Sales . . . . . . . . . . . . . . . . . .$1,136,669  $582,423   $     -   
Costs and Expenses  . . . . . . . . . . . . . . . 1,994,230       723,043     202,219 
Net Loss  . . . . . . . . . . . . . . . . . . . .   854,991       133,005     202,219 
Allocation of Net Loss:
      Managing General Partner. . . . . . . . . .   171,805        26,601       2,700 
      Limited and Additional General Partners . .   683,186       106,404     199,519 
      Per Limited and Additional
       General Partner Unit                           1,810           282         529 
Total Assets. . . . . . . . . . . . . . . . . . . 6,206,085     7,856,884   8,256,458 
Distributions:
      Managing General Partner. . . . . . . . . .     .158,640     57,552         -   
      Limited and Additional General Partners . .     .638,753    230,209         -   
</TABLE>
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS 
       OF OPERATIONS.

Liquidity and Capital Resources

    The Partnership was funded with initial Limited and Additional General
Partner contributions of $7,548,761 and the Managing General Partner
contributed $1,651,292 in accordance with the Agreement.  Syndication and
management fee costs of $943,595 were incurred leaving available capital of
$8,256,458 for Partnership activities.

    The Partnership began exploration and development activities subsequent
to the funding of the Partnership and completed well activities by December
31, 1996.  Forty-three wells have been drilled, of which thirty-nine have
been completed as producing wells.

    The Partnership had net working capital at December 31, 1996 of
$160,472.

    Operations are expected to be conducted with available funds and
revenues generated from oil and gas activities.  No bank borrowings are
anticipated.  

                                     5
<PAGE>
Results of Operations

1996 Compared to 1995

    Oil and gas sales increased 95.2% in 1996 compared to 1995 due to
increased sales volumes (1995 was not a full production year, see note
below) and higher average sales prices of natural gas.  The net loss of
$845,911 in 1996 was primarily due to the impairment charge for oil and gas
properties.  This charge did not affect cash distributions to the partners
which increased from $287,761 in 1995 to $797,393 in 1996.

1995 Compared to 1994

    The Partnership's wells were drilled and completed during the first
quarter of 1995 with production starting in the second quarter.  Total
natural gas sales for this year were $582,423 with cash distributions to the
partners of $287,761.

    The Partnership's revenues from natural gas sales will be affected by
changes in prices.  Natural gas prices are subject to general market
conditions which drive the pricing changes.  

    The principal effects of inflation upon the Partnership relate to the
costs required to drill, complete and operate oil and gas wells.  The
Partnership expects these costs to remain somewhat stable over the next
year.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA:

    The response to this Item is set forth herein in a separate section of
this Report, beginning on Page F-1.


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
       FINANCIAL DISCLOSURE.

       NONE.

                                 Part III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY.

    The Partnership has no directors or executive officers.  The partnership
is managed by Petroleum Development Corporation (the Managing General
Partner).  Petroleum Development Corporation's common stock is traded in the
NASDAQ National Market and Form 10-K for 1996 has been filed with the
Securities and Exchange Commission.  

ITEM 11.  MANAGEMENT REMUNERATIONS AND TRANSACTIONS.

       NON-APPLICABLE.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

       NON-APPLICABLE.













                                     6
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

    Pursuant to the authorization contained in the Limited Partnership
Agreement, PDC receives fees for services rendered and reimbursement of
certain expenses from the Partnership.  The following table presents
compensation or reimbursements by the Partnership to PDC or other related
parties during the periods listed below:
<TABLE>
<S>                                                <S>         <S>            <S>


                                          Periods Ended December 31,   

                                                    1996        1995        1994   
Footage Drilling Contracts, Services,
 Chemicals, Supplies, and Equipment                   -           -     $8,235,684 
Syndication and management fee                        -           -        943,595 
Operator's charges                                $269,792     150,908        -    
Tax return preparation                               3,605       3,560       4,500 
Direct administrative cost                           1,614       1,410       1,250 
</TABLE>
                                    PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

        (a)  (1)  Financial Statements

             See Index to Financial Statements on F-2

             (2)  Financial Statement Schedules

             See Index to Financial Statements on page F-2.  All financial
             statement schedules are omitted because they are not required,
             inapplicable, or the information is included in the Financial
             Statements or Notes thereto.



































                                       7
<PAGE>
                                                                CONFORMED COPY

                                  SIGNATURES


  Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                                PDC 1994-D Limited Partnership
                                                By its Managing General Partner
                                                Petroleum Development 
                                                Corporation



                                                By /s/ James N. Ryan     
                                                  James N. Ryan, Chairman



                                                March 24, 1997

   Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the 
Registrant and in the capacities and on the dates indicated:

    Signature              Title                               Date



/s/ James N. Ryan          Chairman, Chief Executive 
James N. Ryan              Officer and Director                March 24, 1997



/s/ Steven R. Williams     President and Director
Steven R. Williams                                             March 24, 1997



/s/ Dale G. Rettinger      Executive Vice President,
Dale G. Rettinger          Treasurer and Director              March 24, 1997
                           (principal financial and
                           accounting officer)



/s/ Roger J. Morgan        Secretary and Director
Roger J. Morgan                                                March 24, 1997



















                                       8
  <PAGE>





















                              PDC 1994-D LIMITED PARTNERSHIP
                              (A West Virginia Limited Partnership)

                              Financial Statements for Annual Report
                              on Form 10-K to Securities and Exchange
                              Commission

                              Years Ended December 31, 1996, 1995 and 
                              Period from December 30, 1994 (Date of Inception)
                              to December 31, 1994
                              
                              (With Independent Auditors' Report Thereon)






























                                      F-1<PAGE>
                        PDC 1994-D LIMITED PARTNERSHIP
                     (A West Virginia Limited Partnership)



                         Index to Financial Statements



Independent Auditors' Report                                            F-3
Balance Sheets - December 31, 1996 and 1995                             F-4
Statements of Operations -  Years Ended December 31, 1996 and 1995
 and Period from December 30, 1994 (Date of Inception)
 to December 31, 1994                                                   F-5
Statements of Partners' Equity - Years Ended December 31, 1996 and 1995
 and Period from December 30, 1994 (Date of Inception)
 to December 31, 1994                                                   F-6
Statements of Cash Flows -  Years Ended December 31, 1996 and 1995 
 and Period from December 30, 1994 (Date of Inception)
 to December 31, 1994                                                   F-7
Notes to Financial Statements                                           F-8




All financial statement schedules have been omitted because they are not
applicable or not required or for the reason that the required information is
shown in the financial statements or notes thereto.

































                                      F-2
<PAGE>








                         Independent Auditors' Report



To the Partners
PDC 1994-D Limited Partnership:

We have audited the financial statements of PDC 1994-D Limited Partnership
(a West Virginia limited partnership) as listed in the accompanying index. 
These financial statements are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on these financial
statements 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 financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. 
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.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of PDC 1994-D Limited
Partnership as of December 31, 1996 and 1995, and the results of its
operations and its cash flows for the years ended December 31, 1996 and 1995
and the period from December 30, 1994 (date of inception) to December 31,
1994, in conformity with generally accepted accounting principles.

As discussed in note 1 to the financial statements, effective January 1,
1996, the Partnership adopted the provisions of Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of."



                                                    KPMG Peat Marwick LLP



Pittsburgh, Pennsylvania
March 20, 1997












                                    F-3<PAGE>
                      PDC 1994-D LIMITED PARTNERSHIP
                   (A West Virginia Limited Partnership)

                              Balance Sheets

                        December 31, 1996 and 1995
<TABLE>
<S>                                                     <S>             <S>

      Assets                                           1996           1995  

Current assets:
    Cash                                            $      920         7,752
    Accounts receivable - oil and gas revenues         195,829       150,412
      Total current assets                             196,749       158,164

Oil and gas properties, 
    successful efforts method
    (Notes 3 and 5):
      Oil and gas properties                         7,174,936     8,235,684
      Less accumulated depreciation, depletion,
       and amortization                              1,165,600       536,964
                                                     6,009,336     7,698,720

                                                    $6,206,085     7,856,884

    Current Liabilities and Partners' Equity

Current liabilities:
    Accrued expenses                                $   36,277        34,692
      Total current liabilities                         36,277        34,692

Partners' equity                                     6,169,808     7,822,192


                                                    $6,206,085     7,856,884

</TABLE>

See accompanying notes to financial statements.





















                                      F-4<PAGE>
                        PDC 1994-D LIMITED PARTNERSHIP
                     (A West Virginia Limited Partnership)
                                       
                           Statements of Operations

Years Ended December 31, 1996 and 1995 and the
 Period from December 30, 1994 (Date of Inception) to December 31, 1994
<TABLE>
<S>                                           <S>            <S>       <S>
                                              1996         1995       1994  

Revenues:
  Sales of oil and gas                  $ 1,136,669      582,423        -   
  Transportation revenue                       -           6,802        -   
  Interest income                             2,570          813        -   
                                          1,139,239      590,038        -   

Expenses (note 3):
  Lifting cost                              269,792      150,908        -   
  Management fee                               -            -       188,719 
  Independent audit fee                       7,230        7,204      7,000 
  Franchise taxes                            15,190       17,497        750 
  Tax return preparation                      3,605        3,560      4,500 
  Direct administrative cost                  1,614        1,410      1,250 
  Independent engineering cost                7,415        5,500        -   
  Depreciation, depletion and amortization  628,636      536,964        -   
  Loss on impairment of oil and 
   gas properties                         1,060,748         -           -   

                                          1,994,230      723,043    202,219 

    Net loss                             $ (854,991)   $(133,005)  (202,219)


    Net loss per limited 
      and additional
      general partner unit               $   (1,810)   $    (282)      (529)

</TABLE>
See accompanying notes to financial statements.























                                      F-5<PAGE>


PDC 1994-D LIMITED PARTNERSHIP
                     (A West Virginia Limited Partnership)

                        Statements of Partners' Equity

                Years Ended December 31, 1996 and 1995 and the
     Period from December 30, 1994 (Date of Inception) to December 31, 1994
<TABLE>
<S>                                  <S>                 <S>               <S>


                                  Limited
                                  and additional     Managing
                                  general partners   general partner     Total 
Partners' initial capital
  contributions                   $7,548,761           1,651,292       9,200,053
Syndication costs                   (754,876)               -           (754,876)
Net loss                            (199,519)             (2,700)       (202,219)
   Balance, December 31, 1994      6,594,366           1,648,592       8,242,958

Net loss
Distributions to partners           (106,404)            (26,601)      (133,005)
                                    (230,209)            (57,552)       (287,761)
   Balance, December 31, 1995      6,257,753           1,564,439       7,822,192

Net loss                            (683,186)          (171,805)        (854,991)
Distributions to partners           (638,753)          (158,640)        (797,393)
   Balance, December 31, 1996     $4,935,814          1,233,994        6,169,808

</TABLE>
See accompanying notes to financial statements.



























                                      F-6<PAGE>
                          PDC 1994-D LIMITED PARTNERSHIP
                       (A West Virginia Limited Partnership)

                             Statements of Cash Flows

                  Years Ended December 31, 1996 and 1995 and the
Period from December 30, 1994 (Date of Inception) to December 31, 1994
<TABLE>
<S>                                             <S>            <S>           <S>


                                                  1996          1995       1994   

Cash flows from operating activities:
      Net loss                              $ (854,991)     (133,005)    (202,219)
      Adjustments to reconcile net
       loss to net cash provided from
       (used by) operating activities:
          Depreciation, depletion and
           amortization                        628,636       536,964         -    
          Loss on impairment of oil
           and gas properties                1,060,748          -            -    
          Changes in operating assets and 
            liabilities:
            Increase in accounts receivable -
             oil and gas revenues              (45,417)     (150,412)        -    
            Increase in accrued expenses         1,585        21,192       13,500 
            
            Net cash provided from
             (used by) operating activities    790,561       274,739     (188,719)

Cash flows from investing activities:
      Expenditures for unevaluated
       oil and gas properties                     -             -      (8,235,684)

            Net cash used by
             investing activities                 -             -      (8,235,684)

Cash flows from financing activities:
      Limited and additional general
       partner contributions                      -             -       7,548,761 
      Managing General Partner contribution       -             -       1,651,292 
      Syndication cost paid                       -             -        (754,876)
      Distributions to partners               (797,393)     (287,761)        -    

            Net cash (used by) provided from
             financing activities             (797,393)     (287,761)   8,445,177 

Net (decrease) increase in cash                 (6,832)      (13,022)      20,774 
Cash at beginning of period                      7,752        20,774         -    
Cash at end of period                       $      920         7,752       20,774 



</TABLE>

See accompanying notes to financial statements.







                                        F-7
<PAGE>
                          PDC 1994-D LIMITED PARTNERSHIP
                       (A West Virginia Limited Partnership)

                           Notes to Financial Statements

                    Years Ended December 31, 1996, 1995 and the
       Period from December 30, 1994 (date of inception) to December 31, 1994

(1)  Summary of Significant Accounting Policies

    Partnership Financial Statement Presentation Basis

    The financial statements include only those assets, liabilities and 
      results of operations of the partners which relate to the business of
      PDC 1994-D Limited Partnership (the Partnership).  The statements do
      not include any assets, liabilities, revenues or expenses attributable
      to any of the partners' other activities. 

    Oil and Gas Properties

    The Partnership follows the successful efforts method of accounting for
the   cost of exploring for and developing oil and gas reserves.  Under this
      method, costs of development wells, including equipment and intangible
      drilling costs related to both producing wells and developmental dry
      holes, and successful exploratory wells are capitalized and amortized
      on an annual basis to operations by the units-of-production method
      using estimated proved developed reserves determined at year end by
      an independent petroleum engineer, Wright & Company, Inc.  If a
      determination is made that an exploratory well has not discovered
      economically producible reserves, then its costs are expensed as dry
      hole costs.

    The Partnership assesses impairment of capitalized costs of proved oil
      and gas properties by comparing net capitalized costs to undiscounted
      future cash flows on a field-by-field basis using expected prices. 
      Prices utilized for measurement purposes and expected costs are held
      constant.  If net capitalized costs exceed undiscounted future net
      cash flow, the measurement of impairment is based on estimated fair
      value which would consider future discounted cash flows.

    Based on the Managing General Partner's experience, management believes
      site restoration, dismantlement and abandonment costs, net of salvage
      to be immaterial in relation to operating costs.  These costs are
      being expensed when incurred.

    Income Taxes

    Since the taxable income or loss of the Partnership is reported in the
      separate tax returns of the partners, no provision has been made for
      income taxes on the Partnership's books.

    Under federal income tax laws, regulations and administrative rulings,
      certain types of transactions may be accorded varying interpretations. 
      Accordingly, the Partnership's tax return and, consequently,
      individual tax returns of the partners may be changed to conform to
      the tax treatment resulting from a review by the Internal Revenue
      Service.

    New Pronouncement

    The Partnership adopted Statement of Financial Accounting Standard No.
      121, "Accounting for the Impairment of Long-Lived Assets and for Long-
      Lived Assets to Be Disposed Of", effective January 1, 1996.  This
      statement requires that long-lived assets and certain identifiable
      intangibles be reviewed for impairment whenever events or changes in
      circumstances indicate that the carrying amount of an asset may not
      be recoverable.  In performing the review for recoverability, the
      entity should estimate the future cash flows expected to result from
      the use of the asset and its eventual disposition.  If the sum of the
      expected future cash flows (undiscounted and with out interest
      charges) is less than the carrying 
      
                                                                   
(Continued)
                                    F-8<PAGE>
                      PDC 1994-D LIMITED PARTNERSHIP
                   (A West Virginia Limited Partnership)

                 Notes to Financial Statements, Continued

      amount of the asset, an impairment loss is recognized.  Measurement
      of an impairment loss for long-lived assets and identifiable tangibles
      is based on the fair value of an asset.  During 1996 the loss on
      impairment of oil and gas properties as reflected in the Statement of
      Operations amounted to $1,060,748.

    Use of Estimates

    Management of the Partnership has made a number of estimates and
      assumptions relating to the reporting of assets and liabilities and
      revenues and expenses and the disclosures of contingent assets and
      liabilities to prepare these financial statements in conformity with
      generally accepted accounting principles.  Actual results could differ
      from those estimates.  
      Estimates which are particularly significant to the financial
      statements include estimates of oil and gas reserves and future cash
      flows from oil and gas properties.

(2)   Organization

    The Partnership was organized as a limited partnership on December 30,
      1994 in accordance with the laws of the State of West Virginia for the
      purpose of engaging in the drilling, completion and operation of oil
      and gas development and exploratory wells in the Northern Appalachian
      Basin.

    Purchasers of partnership units subscribed to and fully paid for 4.5
      units of limited partner interests and 372.938 units of additional
      general  partner interests at $20,000 per unit (Collectively, Investor
      Partners). Petroleum Development Corporation has been designated the
      Managing General Partner of the Partnership. Although costs, revenues
      and cash distributions allocable to the limited and additional general
      partners are shared pro rata based upon the amount of their
      subscriptions, including the Managing General Partner to the extent
      of its 20% capital contributions, there are significant differences
      in the federal income tax effects and liability associated with these
      different types of units in the Partnership.

    Upon completion of the drilling phase of the Partnership's wells, all 
      additional general partners units are converted into units of limited
      partner interests and thereafter become limited partners of the
      Partnership.  Limited partners do not have any rights to convert their
      units into units of additional general partner interests in the
      Partnership.

    In accordance with the terms of the Partnership Agreement (the
      Agreement),the Managing General Partner manages all activities of the 
      Partnership and acts as the intermediary for substantially all 
      Partnership transactions.

(3)   Transactions with Managing General Partner and Affiliates

    The Partnership's transactions with the Managing General Partner include
      
      charges for the following:
                                                Periods ended December 31,     
                                              1996        1995        1994   
        Drilling, completion 
         and lease costs                     -           -     $8,235,684
        Offering and organization costs
         (includes reimbursements of 
         commissions, and management fee)    -           -        943,595
        Lifting costs                    $269,792    $150,908        -   
        Tax return preparation              3,605       3,560       4,500
        Direct administrative cost          1,614       1,410       1,250

                                       F-9<PAGE>
                         PDC 1994-D LIMITED PARTNERSHIP
                      (A West Virginia Limited Partnership)

                    Notes to Financial Statements, Continued

(4)   Allocation

      The following table summarizes the participation of the Managing General 
        Partner and the Investor Partners, taking account of the Managing 
        General Partner's capital contribution equal to 20% of the Initial
        Operating Capital, in the costs and revenues of the Partnership.

                                                                Managing
                                                  Investor      General
    Partnership Costs                             Partners      Partner

Broker-dealer Commissions and Expenses(1). .      100%            0%
Management Fee . . . . . . . . . . . . . . .      100%            0%
Undeveloped Lease Costs. . . . . . . . . . .        0%          100%
Drilling and Completion Costs. . . . . . . .       80%           20%
Tangible Equipment . . . . . . . . . . . . .        0%          100%
Intangible Drilling and Development Costs. .      100%            0%
Operating Costs(2) . . . . . . . . . . . . .       80%           20%
Direct Costs(3). . . . . . . . . . . . . . .       80%           20%
Administrative Costs . . . . . . . . . . . .        0%          100%
    Partnership Revenues

Sale of Oil and Gas Production(4). . . . . .       80%           20%
Sale of Productive Properties(5) . . . . . .       80%           20%
Sale of Undeveloped Leases . . . . . . . . .       80%           20%
Interest Income. . . . . . . . . . . . . . .       80%           20%
____________________

  (1) Organization and Offering Costs, net of the Dealer Manager
      commissions, discounts, and due diligence expenses, of the
      Partnerships will be paid by the Managing General Partner and not
      from Partnership funds.  In addition, Organization and Offering
      Costs in excess of 10% of Subscriptions will be paid by the Managing
      General Partner, without recourse to the Partnership.

  (2) Represents Operating costs incurred after the completion of
      productive wells, including monthly per-well charges paid to the
      Managing General Partner.

  (3) The Managing General Partner will receive monthly reimbursement from
      the Partnership for the direct costs incurred by the Managing
      General Partner on behalf of the Partnership.

  (4) The revenues and expenses to be allocated to the partners are
      subject to a special provision in the partnership agreement, whereby
      the allocable share of revenues and expenses of the Investor
      Partners in each producing well may be increased and the interest of
      the Managing General Partner in each well may be decreased if such
      well fails to meet certain production levels.  The shifting of the
      allocable share of revenues and expenses to the Investor Partners in
      the event that certain prescribed production levels are not attained
      may also serve to shift an increased amount of cash distributions to
      the Investor Partners and a decreased amount of cash distributions
      to the Managing General Partner.









                                  F-10
<PAGE>
                     PDC 1994-D LIMITED PARTNERSHIP
                  (A West Virginia Limited Partnership)

                Notes to Financial Statements, Continued

  (5) In the event of the sale or other disposition of a productive well,
      a lease upon which such well is situated, or any equipment related
      to any such lease or well, the proceeds from such sale or 
      disposition shall be allocated and credited to the Partners as oil
      and gas revenues are allocated.  The term "proceeds" above does not
      include revenues from a royalty, overriding royalty, lease interest
      reserved, or other promotional consideration received by the 
      Partnership in connection with any sale or disposition, which
      revenues shall be allocated to the Investor Partners and the
      Managing General Partner in the same percentages that oil and gas
      revenues are allocated.

(5)     Costs Relating to Oil and Gas Activities

        The Partnership is engaged solely in oil and gas activities, all of
          which are located in the continental United States.  Information
          regarding aggregate capitalized costs and results of operations for
          these activities is located in the basic financial statements.  Costs
          capitalized for these activities are as follows:

                                                         December 31,       
                                                        1996         1995   
         Lease acquisition costs                  $   232,411       232,411
         Intangible development costs               6,667,795     6,667,795
         Well equipment                             1,335,478     1,335,478
         Impairment charge                         (1,060,748)         -   
                                                  $ 7,174,936     8,235,684

         The following costs were incurred for the Partnership's oil and gas
           activities:
                                           Periods ended December 31,      
                                      1996          1995           1994
         Costs capitalized:
         Unevaluated oil
          and gas properties       $    -             -          8,235,684
                                   $    -             -          8,235,684

(6)   Income Taxes

      As a result of the differences in the treatment of certain items for
        income tax purposes as opposed to financial reporting purposes,
        primarily depreciation, depletion and amortization of oil and gas
        properties and the recognition of intangible drilling costs as an
        expense or capital item, the income tax basis of oil and gas properties
        differs from the basis used for financial reporting purposes.   At
        December 31, 1996 and 1995, the income tax basis of the partnership's
        oil and gas properties was $1,406,105 and $1,501,027, respectively.












                                     F-11
<PAGE>
                        PDC 1994-D LIMITED PARTNERSHIP
                     (A West Virginia Limited Partnership)

                   Notes to Financial Statements, Continued

(7)     Supplemental Reserve Information (Unaudited)

        Proved oil and gas reserves of the Partnership have been estimated by an
            independent petroleum engineer, Wright & Company, Inc.  These
            reserves have been prepared in compliance with the Securities and
            Exchange Commission rules based on year end prices.  Since December
            31, 1996 prices have declined to seasonal levels.  A copy of the
            reserve report has been made available to all partners.  All of the
            partnership's reserves are proved developed.  An analysis of the
            change in estimated quantities of proved developed oil and gas
            reserves is shown below:
                                                         Natural gas
                                                            (mcf)   
        Proved developed reserves as of 
         December 30, 1994 (date of inception)                -     
        Extensions, discoveries and other additions       6,162,998 
        Production                                         (285,834)

        Proved developed reserves as of 
         December 31, 1995                                5,877,164 

        Revisions of prior estimates                       (885,225)
        Production                                         (392,496)

        Proved developed reserves as of
         December 31, 1996                                 4,599,443


































                                     F-12